BYLAWS OF THE WORLD ACADEMY OF PAIN MEDICINE ULTRASONOGRAPHY
As Amended July 19, 2017
The World Academy of Pain Medicine Ultrasonography (the “Organization” or sometimes the “WAPMU”) was incorporated as a Delaware Corporation on March 11, 2015 and has adopted Bylaws pursuant to its Articles of Incorporation and the provisions of the Delaware Non-Profit Corporations Act (the “Act”). We, the Members of the Council of The World Academy of Pain Medicine Ultrasonography do hereby amend these Bylaws pursuant to the Organization’s Articles of Incorporation, its current Bylaws and the Act to provide a governing document in the best interest of the Organization. We do hereby preserve the intent of our founders by including this preamble in these Bylaws. We, the Members of the Council shall continue to preserve open communication among our international membership to foster the exchange of medical science information in the field of interventional pain management. The Organization shall continue to interact with and provide information to appropriate regulatory and international agencies to be used in their decision-making processes related to Pain Management. The Organization shall encourage and provide opportunities for publishing scientific papers by providing our membership access to a professional scientific journal. The Organization shall conduct an annual scientific meeting and periodic meetings and workshops where our international membership will be encouraged to present medical research papers, technical information, and other relevant information concerning our field of medicine. Finally the Organization will continue to foster opportunities for learning and training pain physicians in the most advanced technical procedures practiced internationally in interventional pain management.
Article 1. Name of Organization
The international non-profit Organization named “World Academy of Pain Medicine Ultrasonography” was founded in 2015 and incorporated in the state of Delaware, USA. The Organization’s registered agent shall be National Registered Agents, Inc., 3 University Plaza Drive, Suite 506, Hackensack, NJ 07601, or such other registered agent that the Executive Board may select.
Article 2. Headquarters
The headquarters and mailing address for the Organization shall be located at 153 Main Street, Suite 209, North Reading, MA 01864, or at such other location that the Executive Board may select.
Article 3. Purpose and Objectives
A. To educate and train physicians by including local hands-on training, international seminars, private training and exchange of clinicians. Update physicians with state-of-the-art pain information, including a newsletter, scientific seminars, videos, case studies, interlined telecommunications, and books.
B. To encourage member physicians to develop an informational data base and protocols for efficacy and outcome studies.
C. To communicate administrative and patient-related matters on a regular basis by way of newsletters, emails, a world directory of members, and video conferencing (including patient consultation).
D. To categorize, certify and provide credentials for physicians by email correspondence, local information and the industry’s medical representatives.
E. To encourage interested industry personnel to provide information on pain medicine to each region of the world; to bring together local pain physicians and industry personnel for further education in technology and training; and to formulate a fellowship-training program.
Among the activities that WAPMU may use to achieve these purposes and objectives are:
- Organizing the annual World Academy of Pain Medicine Ultrasonography’s Meeting & Workshops;
- Organizing practical workshops and scientific meetings;
- Providing content for its website, www.wapmu.org;
- Establishing new bodies in relation to WAPMU activities for further promotion of WAPMU, including new methods of promotion, education and training, as they are available.
Article 4. Membership
Membership in the Organization is a privilege, not a right, and is contingent upon compliance with the Bylaws of the Organization and maintenance of high moral and professional character.
There shall be seven (5) categories of membership (each “Member”):
1. Founding Member
Scot H. Sarver, Michael Gofeld, Einar Ottestad, Amitabh Gulati, Mark Friedrich Hurdle, Matthew Pingree and David Spinner[GM1] are the Founding Members of the Organization and will remain as lifetime Council Members as well as the lifetime Executive Board Members with all rights and privileges as provided in these Bylaws.
2. Regular Member
A Regular Member must be an independently practicing clinician who shall pay dues, may participate in the governance of the Organization, may serve as a Council Member, Executive Board Member or committee member and may vote on matters as provided in these Bylaws. All Founding Members shall have all rights otherwise granted to Regular Members pursuant to these Bylaws.
3. Associate Member
Any physician engaged in pain management who is currently in Residency or Fellowshipa training program is eligible for Associate Membership. Associate Members shall not be eligible for membership on WAPMU boards or committees, but shall be eligible to be non-voting members of any validly created and approved Chapters of WAPMU.
4. Contributing Member
Any organization or person who agrees to contribute financially or materially for a period of at least two years in a minimum amount as directed by the Executive Board may become a Contributing Member, subject to the approval of the Executive Board but shall not have any voting rights under these Bylaws.
5. Honorary Member
Honorary membership may be granted by the Council to those who have made exceptional contributions to WAPMU and the research and management of pain. To become an Honorary Member, a person shall be proposed by at least two members of the Council at the request of a member of the Executive Board. An Honorary Member shall have no voting rights under these Bylaws.
No Member of any class, solely in his or her capacity as a Member, shall have the right to vote directly to elect any Member of the Executive Board.
Article 5. International Chapters and Affiliates
The Organization shall promote and develop liaisons with individuals and groups with similar interests in fields related to interventional pain management. A principal goal of the Organization shall be to enhance the exchange of scientific and therapeutic pain management information in a manner which encourages national and international good will, as well as social and cultural exchanges.
The Organization encourages the establishment of regional Chapters when such Chapters would further the objectives of the Organization. The Executive Board shall have the authority to control the establishment of such regional or national Chapters and to establish regulations for this purpose. Individual Chapter Members are required to have common membership with the Organization. The Bylaws of the Organization shall be equally binding on all Chapters and their Members.
The responsibilities of WAPMU Chapters are:
- Promoting membership of WAPMU in their region;
- Promoting WAPMU activities in their Chapter;
- Assisting WAPMU headquarters with collecting and renewing WAPMU membership fees yearly at the request of WAPMU;
- Planning and organizing educational WAPMU activities in their region;
- Encouraging members to attend WAPMU educational programs;
- Helping WAPMU administration to maintain correct roster addresses for their members;
- Nominating and electing members of various WAPMU committees as provided in these Bylaws;
- Agree to comply with the policies and procedures of the Chapter Contract as published or subsequently amended
- Secure the approval of the WAPMU Executive Board for any meeting organized by a Chapter utilizing the name or image of WAPMU. The Executive Board has the ultimate and final decision authority
- Secure the approval of the WAPMU Executive Board for any formal registration of a Chapter by local authorities that utilizes the WAPMU name or brand, functioning as an autonomous entity, but in conformance with the mission and aims of WAPMU in exchange for the privilege of utilizing the WAPMU brand.
- Secure the approval of the WAPMU Executive Board for the establishment of any designated bank account to support the Chapter, to which WAPMU funds may be convened in exchange for services rendered by or on behalf of that WAPMU Chapter; abiding by the financial policies and procedures established by the Executive Board
Article 6. Executive Board
A. Duties of Officers
The duties of the WAPMU Officers are:
1. Duties of the President. The President shall be the Director of the Organization, shall preside at meetings of the Council and the Executive Board, shall be responsible for executing policies determined by the Executive Board, and shall act as principal spokesman of the Organization.
2. Duties of the President-Elect. The President-Elect shall assist the President in his/her duties as the President shall request, and shall carry out the responsibilities of the President in his/her absence or disability.
3. Duties of the Immediate Past President. The Immediate Past President shall assist the President-Elect in his/her duties as the President shall request and shall carry out the responsibilities of the President-Elect in his/her absence or disability.
4. Duties of the Member at Large from the Chairpersons of the Chapters. The Member at Large shall assist national Chapters in their development and ongoing businesses
Modification of the Bylaws and Dissolution of the Organization
Amendments to these Bylaws may be proposed by an Executive Board Member, or by the petition of two-thirds of the Council Members in good standing presented to the Executive Board no later than thirty (30) days prior to a scheduled Executive Board meeting. The Executive Board reviews the proposed amendments and considers endorsement of the proposed amendments. If endorsed by a majority of the Executive Board, the proposed amendments are then distributed to the WAPMU membership no less than thirty (30) days prior to the next scheduled Council meeting. All Regular Members in good standing of the Council in attendance at the Council meeting shall be eligible to vote. The approval of at least two-thirds of the Council in good standing with the Organization and in physical attendance at the Council meeting, who vote upon the proposed amendments, shall be required for their ratification.
A decision to dissolve WAPMU must be approved by three-quarters of those voting members of the Executive Board. Upon approval of dissolution, the council must ratify such decision to dissolve the Organization, and if so ratified, will direct the Executive Board to accomplish dissolution in accordance with the Act.
Article 7. Administration
All deeds or legal documents which involve WAPMU are, except special proxy, to be signed by two (2) members of the Executive Board, who will have to justify to third parties the powers conferred to this end. All legal actions such as may be required are to be followed by the Executive Board represented by the President or an administrator designated to that effect.
Article 8. Budgets and Accounts
Funds of the Organization shall consist of income derived from membership fees and dues, grants and contracts, donations, publication sales, Annual Meeting and sponsored or endorsed meetings, and other sources. The Executive Director shall assure that the funds of the Organization are collected, disbursed and recorded in accordance with generally accepted accounting practices and under the general direction of the Executive Board in accordance with the Bylaws.
The financial year will run from 1st January until 31st December of each year. The Executive Director is obliged to submit the audited account for current year and the budget for the following year for the approval of Board, at the latter’s first subsequent meeting.
No part of the net earnings of WAPMU shall inure to the benefit of, or to be distributable to its directors, officers, employees, or other private persons except that WAPMU shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of services set forth.
In the event of the lawful dissolution of the Organization, following the payment of all just debts and obligations of the Organization, the Executive Board shall designate one or more organizations devoted to scientific activities to receive the remaining assets of the Organization. Such recipients shall have been approved by the US Internal Revenue service as organizations founded and dedicated to tax-exempt purposes under Chapter 501©(3) of the 1954 Internal Revenue Code.
Article 9. Applicable Law
Any matter, which is not covered by the present Bylaws, shall be governed and interpreted in accordance with the provisions of the applicable law of the State of Massachusetts, USA.
These amended Bylaws were approved by the WAPMU Council on the 10th day of July 2017, in accordance with the Organization Bylaws existing prior to these Amended Bylaws.