By-Laws

TPAAF By-Laws

AMENDED AND RESTATED BY-LAWS OF TPAA FOUNDATION

December 14, 2019

ARTICLE I: NAME

This corporation shall be known as the TPAA FOUNDATION (hereinafter referred to as the “Foundation”).

ARTICLE II: NATURE AND PURPOSE

The Foundation is established to promote the advancement of medical and scientific knowledge throughout the world, to foster and promote the advancement of health care delivery and education in Thailand; to provide scholarships, grants, and financial aid programs to assist individuals in completing healthcare education and training in Thailand and in the United States and to conduct such other activities as will foster and promote the advancement of medical education, training, and delivery of services to residents of Thailand and of the United States.

The Foundation shall be a nonprofit corporation and is not empowered to engage directly or indirectly in any activity, including distribution of its assets upon dissolution, that would invalidate its status as an organization exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the “Code”), nor engage in any activity not permitted under Section 501(c) (3) of the Code. All references to the Code contained herein are deemed to include corresponding provisions of any future United States Internal Revenue Law.

ARTICLE III: OFFICES

The principal office of the Foundation in the State of Illinois shall be located in the County of St. Clair, Illinois.  The Foundation may have such other offices, either within or outside the State of Illinois, as the needs of the Foundation may require from time to time.

The registered office of the Foundation required to be maintained in the State of Illinois maybe, but need not be; identical with the principal office in the State of Illinois, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE IV: BOARD OF DIRECTORS

Section 1. General Powers.  The business and affairs of the Foundation shall be managed by the Foundation’s Board of Directors. The Foundation’s Board of Directors shall be self-perpetuating. The Foundation shall have no Members.

Section 2. Number of Directors.  The Board of Directors shall consist of no less than three and no more than thirty persons. The number of Directors of the Foundation may be set from time to time, within the limits set forth above, by action of the Board of Directors.

Section 3. Election. Term of Office.  Number of Terms. The twenty-one Directors designated in the Articles of Incorporation (the “Initial Directors”) shall be divided into three categories, the first serving for an initial term of one year, the second serving for an initial term of two years and the third serving for an initial term of three years.  Thereafter the Directors elected each year will serve a three (3) year term or such other time period as may be established when they are elected.

At each Annual Meeting of the Directors of the Foundation, a Director shall be elected to replace the Director whose term of office shall expire. The term of office of such Director shall commence on the first day of January of the coming year and shall end on the last day of December in the year in which such Director’s respective term of office expires.

There shall be no limitation on the number of terms, consecutive or otherwise, which may be served by a Director.

Section 4. Vacancy.  In the event that a Director shall die, resign, be removed from office or shall otherwise fail to complete the term for which such Director shall have been elected, the remaining Directors shall elect a successor to such Director.

Section 5. Removal and Resignation.  A Director may be removed by the vote of two-thirds of the other Directors then in office for any violation of the duties of such Director set out in these Bylaws or in the Articles of Incorporation of the Foundation or in the statutes of the State of Illinois. A Director shall only be removed at a Meeting held upon notice given in accordance with these Bylaws. Such notice shall specify that a resolution to remove such Director, identifying him or her by name, and be submitted to a vote of the Directors at such Meeting.  Any Director may resign at any time by giving written notice to the Board of Directors, the Chair or the Secretary of the Foundation and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Advisory Directors.  The Board of Directors may elect one or more Advisory Directors, who shall serve as Honorary Directors on the Board. Advisory Directors shall have no voting rights on  the Board of  Directors.  Advisory Directors shall serve at the pleasure of the Board of Directors.  Persons who are past Presidents of the Thai Physicians Association of America may be offered the opportunity to serve as an Advisory Director.

Section 7. Meetings of the Board of Directors.
A.  Annual Meetings.  The Annual Meeting of the Board of Directors shall be held, upon the call of the Chair, during the third or fourth quarter of each year.
B.  Regular Meetings.  In addition to the Annual Meeting of the Directors, Regular Meetings of the Directors may be held, upon the call of the Chair, at such times as the Chair shall determine to be necessary or appropriate to the interests of the Foundation.
C.  Special Meetings.  Special meetings of the Board of Directors may be called by the Chair or shall be called by the Chair upon written request of any Director. If the Chair shall fail or refuse to call a Special Meeting of the Directors when requested, a number of directors that constitute a quorum may call such meeting.
D.  Location of Meetings.  All Meetings of the Board of Directors shall be held at such locations as may be determined by the Board of Directors.
E.  Notice of Meetings.  Notices of all meetings of the Board of Directors shall be in writing, shall state the time, date and place of such Meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except in the case of an amendment of the Articles of Incorporation or Bylaws, in which case the purpose of the meeting shall be stated and a copy of the proposed amendment provided with the notice of the meeting.  Notices of Meetings shall be delivered to each Director by one of the following methods:  by personal delivery; by commercial courier or delivery service; by telecopy (fax) transmission or other wired or wireless communication. All notices of meetings of the Directors shall be sent not less than ten (10) nor more than sixty (60) days prior to the date of such Meeting; provided, however, that notices of Special Meetings of the Directors may be held upon two (2) days notice, if notice of such Meeting is sent by a commercial courier or delivery service or by telecopy (fax) transmission, or by other form of wired or wireless communication, meeting the criteria described in this subsection E.
F.  Consent to Meeting.  Waiver of Notice.  All meetings, at which all Directors are present and sign a written consent thereto, whether or not previous notice has been given, shall constitute a meeting of the Directors. Any Director may from time to time waive in writing any notice required to be given by law or by these Bylaws. The presence of any Director at a duly called meeting shall be deemed to be the attendance of such Director at said Meeting unless such Director appears and, prior to the transaction of any business at such meeting, specifically protests such Director’s lack of proper notice.
G.  Quorum. The number of Directors necessary to constitute a quorum of Directors shall be a minimum of eight.  In case the number of total Directors is fewer than eight, it will be a majority of the Directors then in office. In the absence of a quorum, the Directors present at such meeting may adjourn any meeting, from time to time, but no other business may be transacted. The attendance of a Director in a meeting by conference, telephone or by similar communications equipment, whereby all persons participating in such meeting can hear each other, shall constitute the attendance of such Director at such meeting.
H.  Voting.  At all Meetings of Directors, each Director present at such meeting shall be entitled to one (1) vote upon any proposition submitted to a vote of the Directors. Each Director must be present at the meeting, either in person or as provided Subparagraph G above, in order to be entitled to vote. A Director is not authorized to vote by proxy.
I.  Absences.  Three (3) successive unexcused absences of a Director from meetings of the Board of Directors may be treated by the Board as equivalent to the resignation of such Director from the Board of Directors.
J.  Consents in Lieu of Meetings.  Any action which is required to be or which may be taken at a meeting of the Directors, or of any committee of the Directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board or of the committee, as the case may be. Such consents shall have the same force and effect as a unanimous vote at a meeting duly held, and may be certified as such. The Secretary shall file the consents with the Minutes of the meetings of the Board of Directors or of the committee, as the case may be.
K.  Conduct of the Meetings.  All meetings shall be conducted in accordance with Robert’s Rules of Order.

ARTICLE V: OFFICERS OF THE FOUNDATION

Section 1. Designation and Election of Officers. At the Annual Meeting of the Board of Directors each year, the Directors shall elect from their number, a Chair who shall also serve as President, and he or she shall appoint one or more Vice Presidents, a Secretary, and a Treasurer.  A person may be selected to simultaneously serve in more than one office of the Foundation.  In case any such office shall become vacant, such office may be filled by the Board of Directors at any time.  All officers who are not Directors shall serve as ex-officio members of the Board of Directors but shall not be entitled to vote.

Section 2. Term of Office.  Except as provided in Section 1 hereof, the officers shall hold office, at the pleasure of the Board of Directors, for a period of two (2) years commencing on the 1st of January following their election or appointment and ending on December 31st following the date of the Annual Meeting of the Directors in the second succeeding year. A person selected to fill a vacancy among the officers of the Foundation shall serve for the remainder of the unexpired term of his or her predecessor in office.

Section 3. Duties of Officers of the Foundation.
A.  Chair and President (“Chair”).  The Chair shall generally supervise all of the business and affairs of the Foundation.  The Chair shall preside at all meetings of the Board of Directors of the Foundation. The Chair of the Foundation shall have the authority to supervise and direct all of the day-to-day business and affairs of the Foundation. The Chair shall make recommendations to the Board and nominate all Committee members and Committee Chairpersons for the approval of the Board. The Chair shall otherwise perform the duties usually incident to the office and serve as an ex- officio member of all Committees.
B.  Vice President.  The Foundation shall have one or more Vice Presidents as determined from time to time by the Board of Directors. Each Vice President shall perform such duties as may be delegated to him or her by the Board, or by the Chair. If there is more than one Vice President serving, the Board of Directors shall designate the person, or the officer, by title, who shall preside at all meetings of the Board of Directors in the absence of the Chair.
C.  Secretary.  The Secretary shall keep, or cause to be kept, a record of the proceedings at all meetings of the Board of Directors, and shall issue notices of all meetings.
D.  Treasurer.  The Treasurer shall coordinate all financial affairs of the Foundation and shall safely keep or cause to be kept all monies of the Foundation.  The Treasurer shall give a financial report at each meeting of the Board of Directors. The Treasurer shall provide to the Board a copy of detailed financial records of the Foundation at least two weeks prior to each meeting. He/she shall also make the financial records of the Foundation available for examination upon request in writing by the Board at anytime.  The Treasurer shall be responsible for engaging an outside accounting firm to complete necessary tax return filings and complete an annual audit of the Foundation.

Section 4. Removal and Resignation. Any officer may be removed with or without cause at any Regular Meeting of the Board of Directors or at any special meeting of the Board of Directors called by any two (2) Directors for such purpose; provided that each Director shall have been given written notice, in accordance with these Bylaws, in advance of any such meeting, that a resolution to remove such officer, identifying him or her by name and title, shall be submitted to the Directors at such meeting. Any officer may resign at any time by giving written notice to the Board of Directors, the Chair or the Secretary. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

ARTICLE VI: COMMITTEES

Section 1. Appropriation Committee:  The Appropriation Committee shall be responsible for preparing on an annual basis, a list of potential projects or proposals to receive funds from the Foundation. Additional funds and projects can be established as the needs arise and deemed appropriate. The Appropriation Committee shall establish procedures for scholarship applicants, wishing to obtain scholarship grants from the Foundation. No disbursement of contributions by the Foundation shall be made without first having the approval of the Appropriation Committee and the Board of Directors. The Appropriation Committee shall consist of five-seven (5-7) members, one (1) of whom shall be the Chair, whom shall serve on the Appropriation Committee until their respective successors are elected by the Board of Directors.

Section 2. Executive Committee:  Executive Committee shall exercise all the powers of the Board of Directors between meetings of the Board of Directors, subject to later ratification or disapproval by the Board of Directors. The Executive Committee shall consist of five-eight (5-8) Board of Directors members, one (1) of whom shall be the Chair, whom shall serve on the Executive Committee until their respective successors are elected by the Board of Directors.

Section 3. Finance Committee:  Finance Committee shall be responsible for designating the depositories in which the assets of the Foundation shall be deposited.  The Finance Committee shall also direct the financial affairs of the Foundation under the supervision of the Board of Directors.  It shall report at least once a year to the Board of Directors the financial condition of the Foundation.  The Finance Committee shall consist of three (3) members, one (1) of whom shall be the Chair, whom shall serve on the Finance Committee until their respective successors are elected by the Board of Directors.  The Treasurer shall be an ex-officio member of this committee.

Section 4. Committee on Nominations:  Committee on Nominations shall be responsible for the search, nomination and election of the Chair-Elect and Board of Directors, as prescribed in the Bylaws, to be approved by the Board of Directors and voted upon at the annual meeting.  The Committee on Nominations shall consist of at least five (5) members, one (1) of whom shall be the Chair, whom shall serve on the Committee on Nominations until their respective successors are elected by the Board of Directors.

Section 5. Bylaws Committee:  Bylaws Committee shall be responsible for the review and preparation of suggested amendments to the Bylaws.  The Bylaws Committee shall act under the supervision and direction of the Board of Directors.  The Bylaws Committee shall consist of at least five (5) members of the Association, one (1) of whom shall be the Chair, whom shall serve on the Bylaws Committee until their respective successors are elected by the Board of Directors.

Section 6. Fundraising Committee:  Fundraising Committee shall review and conduct fundraising activities on behalf of the Foundation.  The Fundraising Committee shall function under the supervision of the Board of Directors. The Fundraising Committee shall consist of at
least five (5) members of the Association, one (1) of whom shall be the Chair, whom shall serve on the Fundraising Committee until their respective successors are elected by the Board of Directors.

Section 7. Publication Committee: Publication Committee shall be responsible for publishing the newsletter, periodical, and other publications when appropriate. The Publication Committee shall function under the supervision of the Board of Directors. The Publication Committee shall consist of at least three (3) members, one of whom shall be the chair.

Section 8. There shall be such other Committees of the Foundation as the Chair, or the Board of Directors may, from time to time, designate, and the Committees so designated shall perform such duties and fulfill such functions as the Chair or Board of Directors, as the case may be, shall prescribe in establishing such Committee.

ARTICLE VII: INDEMNIFICATION

Section 1. Mandatory Indemnification.  The Foundation shall indemnify any Director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director was a party because he or she is or was a Director of the Foundation against reasonable expenses actually incurred by the Director in connection with the proceeding.

Section 2. Permissive Indemnification.
A.  The Foundation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Foundation, by reason of the fact that he or she is or was a Director, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation, or is or was serving at the request of the Foundation as a Director, officer, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or process if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Foundation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Foundation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
B.  The Foundation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Foundation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer, employee or agent of the Foundation, or is or was
C.   serving at the request of the Foundation as a Director, officer, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Foundation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Foundation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for such expenses which the court shall deem proper.
D.  To the extent that a Director, officer, employee or agent of the Foundation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections (A) and (B) of this section, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the action, suit, or proceeding.
E.  Any indemnification under subsections (A) and (B) of this section, unless ordered by a court, shall be made by the Foundation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this section. The determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit, or proceeding, or if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
F.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Foundation in advance of the final disposition of the action, suit, or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Foundation as authorized in this section.
G.  The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any provision of law, the Articles of Incorporation of the Foundation or these Bylaws or any agreement, vote of disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
H.  The Foundation shall have the power to give any further indemnity, in addition to the indemnity authorized or contemplated under other subsections of this section, including subsection (F), to any person who is or was a Director, officer, employee or agent, or to any person who is or was serving at the request of the Foundation as a Director, officer, employee or agent of any other Foundation, partnership, joint venture, trust or other enterprise, provided such further indemnity is either (i) authorized, directed, or provided for in the Articles of Incorporation of the Foundation or any duly adopted amendment thereof or (ii) is authorized, directed, or provided for in these Bylaws or agreement of the Foundation which has been adopted by a vote of the Board of Directors of the Foundation, and provided further that no such indemnity shall indemnify any person from or on account of such person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.
I.  For the purpose of this section, references to “the Foundation” include all constituent foundations absorbed in a consolidation or merger as well as the resulting or surviving foundation so that any person who is or was a Director, officer, employee or agent of such a constituent foundation or is or was serving at the request of such constituent foundation as a Director, officer, employee or agent of another foundation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving foundation as he or she would if he or she had served the resulting or surviving foundation in the same capacity.
J.  For purposes of this section, the term “other enterprise” shall include employee benefit plans; the term “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and the term “serving at the request of the Foundation” shall include any service as a Director, officer, employee or agent of the Foundation which imposes duties on, or involves services by, such Director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries;  and a person who acted in good faith and in a manner he or she  reasonably  believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Foundation” as referred to in this section.

Section 3. Insurance.  The Foundation may purchase and maintain insurance on behalf of an individual who is or was a Director, officer, employee, or agent of the Foundation, or who, while a Director, officer, employee, or agent of the Foundation, is or was serving at the request of the Foundation as a Director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a Director, officer, employee, or agent, whether or not the Foundation would have the power to indemnify the person against the same liability under section (1) or (2) above.

ARTICLE VIII: AMENDMENTS

Section 1. Method of Amendment.  These Bylaws may be amended or may be repealed and new Bylaws adopted only upon the affirmative vote of a majority of the Directors then in office or by two-thirds (2/3) of the Directors in attendance at a duly called and constituted meeting of the Directors provided that notice of any meeting of the Directors at which any one or more amendments, deletions, additions or other changes to these Bylaws are to be proposed, together with a copy of each and every such proposed amendment, deletion, addition or other change, shall be sent  to each Director not less than ten (10) days prior to the date of the meeting at which any and each such amendment, deletion, addition or change proposed will be submitted to the Director for approval or rejection.

Section 2. Effective Date of Amendment.  Amendments of the Bylaws shall become effective upon adoption or at such time as prescribed in the resolution adopting the Amendment.

                                                                                    By: __________________________

                                                                                    Name: Ped Bunsongsikul, M.D.

                                                                                    Title:   Secretary