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RAMA BY-LAWS and CONFLICT OF INTERESTS

Code of Regulations of the Russian American Medical Association, Inc.

Article I. Name and Principal Place of Business

The name of the corporation is Russian American Medical Association, Inc. (RAMA). The principal place of business of the Association is 36100 Euclid Avenue, Suite 330-B, Willoughby, Ohio 44094, provided, however that meetings of the members or the Board of Directors can be held anywhere in the United States, subject to any restrictions herein.

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Article II. Purposes

1) To advance the professional and educational qualifications of medical professionals and students in the United States, who either were once residents of the former Soviet Union (FSU) or whose parents were residents of the FSU, and medical professionals and students in the states of the former Soviet Union (FSU);

2) To conduct educational and professional seminars and conferences on medical subjects in the USA and the FSU;

3) To provide scholarships and other educational support to qualified medical professionals and students, who are either residents of the USA and formerly residents of the FSU, or whose parents were formerly residents of the FSU, or who are current residents of the FSU;

4) To provide and facilitate medical support and assistance to medically indigent residents of the USA and the FSU;

5) To cooperate with and assist other non-profit organizations in the USA sharing the same or similar goals of RAMA, whether in whole or in part, including the dissemination of information on medical topics through RAMA’s web site and by other appropriate means to medical professionals and students, both in the USA and in the FSU;

6) To perform all necessary and proper actions to advance the forgoing objectives, including the raising of funds, the entering into contracts and the incurrence of obligations.

Said Association is organized exclusively for charitable, educational, and scientific purposes, including for such purposes the making of distributions of cash or goods to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or the making of distributions of goods to NGO’s (non-government organizations) of the FSU that engage in activities customarily engaged in by 501(c)(3) organizations in the USA and to governmental organizations there, which perform the functions, which customarily are performed by such 501(c)(3) organizations in the USA, solely for the purpose of advancing the goals set forth in the immediately preceding paragraph.

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Article III. Membership

Section A. Any individual who is a lawful resident of the United States or Canada, who supports the purposes of the organization as set forth in Article II, hereinabove, and who pays their dues, shall be considered a member for one year or until failure, within two months, to renew membership when requested by the directors. Any other individual or association whom the directors approve upon the recommendation of a Membership Committee designated by the Board.

Section B. The Board of Directors may designate for dues paying purposes only various classes of members, based on likely ability to pay, provided, however, that each member shall have one vote.

Section C. The annual meeting of the membership shall be held on a date and at a place designated by the Board of Directors or the President of the Association and in lieu thereof or in addition thereto a special meeting may be called by any person or persons authorized to call a special meeting as prescribed in ORC Section 1702.17, {currently, the President, or Vice president, if President is disabled, or the lesser of 10% of all of the members or 25 members} pursuant to notice to the members at least fifteen (15) days in advance of such meeting at a place designated in the notice of meeting.

Section D. Any proposal for consideration at the annual or special meeting, including any nomination for officer or director by any member, other than as set forth in the original notice of meeting, shall be submitted in writing to the President and Secretary of the Association at least seven (7) days before such meeting, and the Secretary shall endeavor promptly to notify the members of such proposal.
Section E. Members are authorized to vote at the annual or special meeting in writing, by letter or by e-mail, provided such vote is received by the beginning of such meeting. All actions by the members shall be effective, if approved at a duly noticed meeting by a majority of the members present or voting by proxy.

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Article IV. Directors

Section A. The number of directors shall be five or such odd number as is recommended for approval of the members by the outgoing Board of Directors, or by resolution initiated by any of the members. Directors shall be members in good standing and shall be selected by the members, except as hereinafter provided. Directors shall include the officers, and unless otherwise approved by the members, in an ex officio capacity, the immediate past President, the designated President-elect, the various committee chairmen, and those representatives selected by the Council of local chapters. Ex officio directors shall have rights to notice and participate at Board meetings but shall not have the right to vote on actions submitted to the Board. In the event the immediate past President, or any committee chairman is not elected as a Director by the members, such individual shall serve as an ex officio director.

Section B. The directors shall be elected by a majority of the members present or voting by proxy at an annual or special meeting of the members duly convened in accordance with Article III. Any member may nominate a director.
Section C. Directors elected by the members and shall serve for a term of three years or until they resign or are replaced. Terms shall be staggered so that at the first meeting following approval of this Code of Regulations, one-third of the directors shall be elected for a one-year term, one third for a two-year term, and one third for a three-year term, and thereafter one-third of the directors shall be elected each year for three-year terms.

Section D. Vacancies on the Board of Directors shall be filled from the membership by a majority vote of the remaining directors and such person filling the vacancy shall hold office until the expiration of the term being filled as provided in Section C hereinabove.

Section E. Meetings of the directors shall be held not less than four times per year. Special meetings may be called by the President, Vice President, or any two members of the Board, provided notification of such meeting is given at least seven (7) days in advance and further provided the place of the meeting shall be within thirty miles of the work place or residence of the President. Participation at Directors’ meetings may be by telephone or other electronic communication.

Section F. Except as otherwise provided herein, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and except as otherwise provided by law, any action taken by a majority of the quorum shall constitute the action of the Board.

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Article V. Powers and Duties of the Board of Directors

Section A. The Directors shall have the power to conduct, manage and control the affairs and business of the Association. The Directors shall maintain a record of their business transactions and proceedings of their meetings, and the meetings of the members, and financial records of all transactions, and shall present a report of activities and financial condition of the organization at the annual meeting of the members.

Section B. The Directors shall have the authority to create a position of paid Executive Director, to appoint someone to that position, and to set his compensation. The Executive Director shall attend, where possible, all meetings of the Board of Directors and shall carry out its directives. The Directors shall have the authority to terminate the contract of the Executive Director at any time upon vote of a majority of all of the Directors.

Section C. The Directors have the right to remove any member, director, or officer for nonpayment of dues unless the dues have been previously waived by the Directors or a committee thereof. The Directors shall have the power to remove any member, director or officer, if the two thirds of the Board at a meeting duly called determines that such member, director, or officer does not support the purposes of the organization as set forth in Article II hereinabove or determines that such member, officer, or director has appropriated funds of the Association for his own use, or committed any criminal offense.

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Article VI. Committees of the Board of Directors

Section A. The Directors may establish committees comprising one of more directors or one or more members, as needed, to advance the goals of the Association, including a Membership Committee to review the membership applications of persons or associations who are not lawful residents of the United States or Canada or to waive the dues obligation of any member.

Article VII. Local Chapters

Section A. The Board of Directors of the Association shall have the right to set the conditions for the designation of local state chapters of RAMA, provided such conditions shall be uniform for all chapters. The allocation of dues between RAMA and such local chapter shall be 50% to the Association and 50% to the local chapter. The local chapters shall conduct their activities in furtherance of the purposes set forth in Article II hereinabove but may establish their own by-laws and may elect their own President, Vice president, Secretary and Treasurer. The officers shall perform the same functions for the local chapter as the corresponding officer performs for the Association as prescribed in Article VIII herein.

Section B. The local chapters may admit members from their respective geographic regions, but may not exact any more stringent qualification for membership, other than residency in the area covered by such local chapter, than as set forth in Article III, Section A hereinabove. The local chapters shall maintain records as prescribed in Article V Section A hereinabove, and shall present an annual report of their activities and financial condition at the annual meeting and the Association. The local chapters shall also make available their records to the Board of Directors of the Association at any time upon request.

Section C. Upon the formation of at least three local chapters, such local chapters shall have the right to organize a Council of Local Chapters, and to establish by-laws for the Council consistent with this Code of Regulations. Each local chapter shell be entitled to elect one representative to the Council. Upon the Council’s forwarding the by-laws along with a certification of the selected representatives to the Board of Directors, the representatives, elected to the Council, are entitled to notice of and attendance at meetings of the Board of Directors of the Association, but are not entitled to vote at such meetings, unless elected to the Board of Directors at a meeting of members of the Association. The Council shall make available to the Board of Directors of the Association, upon request, any available records of activities and of the financial condition of the Council.

Section D. The Board of Directors of the Association shall have the right to rescind the designation of any local chapter, if such chapter or any officer of such local chapter does not support the purposes of the organization, does not abide by this Code of Regulations, engages in conduct that may jeopardize the tax exemption of the Association, has appropriated funds of the Association or the local chapter for his own use or has committed any criminal offense, or such local chapter fails to comply with the reporting requirements set forth in Sections B herein.

Section E. The members of such local chapters shall have all the rights and duties of members of the Association. Neither the local chapters nor any council thereof shall require supplemental dues as a condition for membership in such local chapter or council, but shall rely on the dues allocation set forth in Section A herein.

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Article VIII. Officers

Section A. The officers of the Association shall be the President, the Vice President, Secretary and Treasurer. In the case of the Association the President and the Vice president shall be elected by the members and their terms shall be limited to two (2) consecutive one-year terms in any one three-year period. The remaining officers of the Association shall be selected by the Board of Directors from among their number. In the case of local chapters the officers shall be elected by the members residing in the geographic territory of such local chapter.

Section B. The President, and in his absence the Vice president, shall preside at the meetings of the Board of Directors and members, and shall sign all contracts and other instruments, where two signatures may be required, to carry out the activities of the corporation or local chapter. The President, or in his absence the Vice president, where practicable in consultation with the directors of the corporation, shall be responsible for appointing members to committees authorized by the directors.

Section C. The Secretary of the Association shall keep the records and minutes of the meetings of the Board of Directors and the members, maintain or supervise the maintenance of a membership book, a book designating local chapters and the officers, and members thereof, sign all certifications of proceedings or actions by the directors that are required by third parties, and all contracts and instruments other than checks, requiring two signatures. The secretary of each local chapter shall keep the records and minutes of the meetings of that chapter. The Secretary of the Association or the secretary of the local chapter, as the case may be, shall also send out, or maintain supervision over the sending of, notices to all directors or to the members of the Association or local chapters, as the case may be, of meetings of the Association or local chapter called pursuant to this Code of Regulations.

Section D. The Treasurer shall be the custodian of all funds of the corporation or the local chapter, as the case may be, depositing such funds in a bank or brokerage account, or both, that the Treasurer shall designate after consultation with the President and the Board of Directors of the Association. The Treasurer, or in his absence another officer recommended by the Treasurer and approved by the Board of Directors of the Association or in the case of a local chapter, if approved by the local chapter president, shall disburse funds only as prescribed by the President or the directors, or in the case of funds of a local chapter, by at least by the president or in his absence the vice president of such local chapter. Where two signatures are required for any bank draft by law, by resolution of the directors, or in the case of a local chapter, by the agreement between the Association and the local chapter, one of the signatories shall be the Treasurer.

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Article IX. Fundraising

Section A. Unless otherwise authorized by the Board of Directors, there shall be one annual appeal for funds to support the projects sponsored by the Board of Directors of the Association. While the directors may raise funds from private companies, at least 34 percent of the total funds the Association raises each year, including membership dues, shall come from the members or from the general public.
Section B. Local chapters may conduct their own separate fund raising appeals but only consistent with the mission of the Association, and this Code of Regulations.

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Article X. Amendments

This Code of Regulations may be amended by a majority of the members present or voting by proxy at an annual or special meeting called for that purpose, provided the members are given notice of revisions at least fifteen (15) days prior the meeting.
Adopted by the 1st National RAMA Conference on 12/06/03


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Conflict of Interest Policy

ARTICLE I - Purpose

The purpose of this conflict of interest policy is to ensure that RAMA and its members are in compliance with the ethical obligations of the American Medical Association pertaining to benefits and gifts from any representative of a pharmaceutical, device or medical equipment industry and to protect RAMA’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of RAMA or might result in a possible excess benefit transaction. These policies are intended to supplement but not to replace any applicable state or federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

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ARTICLE II - Benefits or Gifts from Industry

RAMA or any member hereof may receive gifts from any representative of a pharmaceutical, device or medical equipment industry only in accordance with ethical opinion 8.061 of the American Medical Association and its clarifying addendum, copies of which are attached hereto as Exhibits A and B. 


ARTICLE III - Interested Person and Financial Interest

1.Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct of indirect financial interest as defined below, is an interested person.

2. Financial Interest. A person as a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which RAMA or any affiliate thereof has a transaction or arrangement;

b. A compensation arrangement with RAMA or with any entity or individual with which RAMA or any affiliate has any transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which RAMA is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest in not necessarily a conflict of interest. Under Article IV , Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

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ARTICLE IV - Procedures. Duty to disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed an voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for Addressing the Conflict of Interest An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether RAMA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement in RAMA’s best interest, or its own benefit., and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. Violations of the Conflict of Interest Policy if the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis of such belief and afford the member an opportunity to explain the alleged failure to disclose. If , after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

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ARTICLE V - Records of Proceedings.

The minutes of the governing board and all committees with board designated powers shall contain: The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, and any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. The names of the person who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement and a record of any votes taken in connection with the proceedings.

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ARTICLE VI - Compensation

A voting member of the governing board who receives compensation, directly or indirectly from RAMA for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from RAMA for services is precluded from voting on matters pertaining to that member’s compensation. 

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from RAMA, either individually or collectively is prohibited from providing information to any committee regarding compensation.

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ARTICLE VII - Statemenst by Board and Committee Members

Each director, principal officer and member of a committee wh governing board delegated powers shall sign a statement which affirms such person: Has received a copy of the conflicts of interest policy.Has read and understands the policy. Has agreed to comply with the policy, and Understands that is RAMA is a charitable organization and in order to maintain its federal tax exemption it must engage primarily n activities, which accomplish one or more of its tax-exempt purposes.

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Article VIII - Periodic Reviews

To ensure RAMA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. Whether partnerships, joint ventures, and arrangements with management organizations conform to RAMA’s written policies, and are properly recorded, reflect reasonable investment or payments of goods and services, further charitable purposes and do not result in or inure in an impermissible private benefit or in an excess benefit transaction.

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