Bylaws

ARTICLE 1. OFFICES

SECTION 1. PRINCIPAL OFFICE
The principal office of the University of California, San Diego ("UCSD") Medical Alumni Association (the "Association") for the transaction of its business is located in San Diego County, California.

ARTICLE 2. PURPOSE

SECTION 1. STATUS
The Association is a constituency alumni group under applicable policies of the University of California.

SECTION 2. MISSION
The purposes of the Association are to support the School of Medicine (the "School") in realizing its vision to be in the top tier of academic health programs in the United States, to provide advocacy and goodwill on behalf of the School within local and national medical communities and the public, and to promote fellowship among the alumni, faculty and students of the School.

ARTICLE 3. MEMBERS

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS
The Association shall have four classes of members: Board Members, alumni, students, and honorary; any action which would, under law or the provisions of the Restated Articles of Association or Bylaws of the Association, require approval by a majority of all members or approval by the members, shall only require the approval of the Board Members (the "Board").

SECTION 2. QUALIFICATIONS OF MEMBERS

1. Board Members shall be persons who are elected Members of the Board of Directors.
2. Alumni membership shall be automatically extended to each graduate of the School. Upon application therefor in writing, alumni membership may be extended to current or former members of the faculty at the School; current or former residents, interns, or fellows at the UCSD Medical Center or its affiliated hospitals; and graduates of the University of California receiving a master's or doctoral degree in a participating department of the School.
3. Upon application therefor in writing, student membership shall be extended to students currently enrolled in the School as medical students or as graduate students in School departments.
4. Honorary memberships may be conferred by vote of the Board upon those persons, lay or professional, who have rendered distinguished service or have achieved unusual recognition in relationship to the School.

SECTION 3. FEES, DUES, AND ASSESSMENTS

1. A fee may be charged for making application for membership in the Association, at the discretion of the Board.
2. The Board may also, in its discretion, assess a membership fee on all or some classes of membership. In addition, each year a request for contribution to UCSD for the benefit of the School may be sent to all or certain classes of members.

SECTION 4. NUMBER OF MEMBERS
There is no limit on the number of members the Association may admit.

SECTION 5. DATABASE RECORD
The Association shall keep a database record containing the name and address of each member. Termination of the membership of any member shall be recorded therein, together with the date of termination of such membership. Such record shall be kept at the Association's principal office and shall be available for inspection by any Board Member or member of the Association during regular business hours.
The record of names and addresses of the members of the Association shall constitute the membership list of the Association and shall not be used, in whole or part, by any person for any purpose not reasonably related to a member's interest as a member.

SECTION 6. NON-LIABILITY OF MEMBERS
No member of the Association shall be personally liable for the debts, liabilities, or obligations of the Association. Memberships shall be non-assessable.

SECTION 7. TERMINATION OF MEMBERSHIP
The membership of a member and all rights associated therewith shall terminate upon the occurrence of any of the following events:

1. Upon his or her written notice of such termination delivered to the President of the Board personally or by mail, such membership to terminate upon the receipt of the notice by the Board.
2. Upon a determination by the Board that the member has engaged in conduct prejudicial to the interests or purposes of the Association.
3. The death of the member
4. An attempted transfer of the membership or any right arising therefrom.

ARTICLE 4.MEETINGS OF MEMBERS

SECTION 1. PLACE OF MEETINGS
Meeting of members shall be held at the principal office of the Association or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board.

SECTION 2. ANNUAL MEETINGS
A regular annual meeting of the members shall be held in conjunction with Reunion Weekend of the School, or as otherwise designated by the Board. At the annual meeting, the President and Treasurer shall each submit to the members a report for the year.
A Spring Meeting of the Board and/or Board subcommittees shall be held each year (as designated by the Board) to dispense financial, scholarship, and other miscellaneous business.

SECTION 3. CONDUCT OF MEETINGS
Meetings of members shall be presided over by the President of the Board, or in his or her absence, by the Vice President of the Board. A designated staff member shall act as Secretary of all meetings of members, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

ARTICLE 5. BOARD OF DIRECTORS

SECTION 1. NUMBER
The Association shall have 9 Board Members (who must also be members of the Association), 1 UCSD School of Medicine Alumni Faculty Member, and 1 UCSD School of Medicine Student Member elected pursuant to Section 4 of this Article. In addition, shall be elected pursuant to Section 4 of this Article. The following persons shall also serve on the Board as ex officio members without voting power: the officers of the Association, the Dean of the School or his representative, and the immediate past-President of the Association. Such Board Members and ex officio members shall collectively be known as the Board. The number of Board Members may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

SECTION 2. POWERS
Subject to the provisions of California law and any limitations in the Restated Articles of Association and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of the Association, the activities and affairs of the Association shall be conducted and all Association powers shall be exercised by or under the direction of the Board. (Refer to the end of this document for the structure of "powers.")

SECTION 3. DUTIES
It shall be the duty of the Board to:

1. Perform any and all duties imposed on them collectively or individually by law, by the Restated Articles of Association of the Association, or by these Bylaws, including specifically the following:
1. Set goals and objectives for the Association;
2. Identify projects, programs, and initiatives for the Association;
3. Dispense business and take action on financial items relative to the Association, including approval of budgets and fund raising support of the School's Medical Alumni Annual Fund;
4. Oversee the Outstanding Alumni awards selection process;
5. Oversee the Carrlene Harper and Bud Whipple Scholarships selection processes;
6. Represent the Association at official University functions, including Dean1s Receptions and Awards Ceremonies; and
7. Create, approve, and amend (as needed) the Association bylaws, including the mission statement.
8. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Association.
9. Meet at such times and places as required by these Bylaws.

SECTION 4. TERMS OF OFFICE
Each Board Member shall hold office until the next annual meeting for election of the Board as specified in these Bylaws, and until his or her successor is elected and qualifies.
Three Board Members shall be elected annually by the Board for a term of three years. At the first annual election, three shall be elected for three-year terms, three for two-year terms, and three for one-year terms. There shall be no limitation on the number of consecutive terms which a Board member may serve.

SECTION 5. COMPENSATION
Board Members shall serve without compensation, except that on resolution of the Board, Board Members shall be allowed and paid their actual and necessary expenses incurred in attending Board meetings. In addition, upon resolution of the Board, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Board Members may not be compensated for rendering services to the Association in any capacity other than Board Member unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.

SECTION 6. PLACE OF MEETINGS
Meetings shall be held at the principal office of the Association unless otherwise provided by the Board or at such place within or without the State of California which has been designated from time to time by resolution of the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Board Members participating in such meeting can hear one another.

SECTION 7. ANNUAL AND REGULAR MEETINGS/VOTING
A regular annual meeting of the Board shall be held in conjunction with Reunion Weekend of the UCSD School of Medicine. The Board shall hold at least one other regular meeting.

SECTION 8. SPECIAL MEETINGS
Special meetings of the Board may be called by the President, the Vice President, or by any two Board Members. Such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Association.

SECTION 9. NOTICE OF MEETINGS
Regular meetings of the Board may be held upon fourteen (14) day's notice by mail, or ninety-six (96) hours' notice by telephone, electronic mail, or facsimile transmission. Special meetings of the Board shall be held upon four (4) day's notice by mail or forty-eight (48) hours' notice by telephone, electronic mail, or facsimile transmission.

SECTION 10. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Board meeting will not be specified in the notice.

SECTION 11. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Board member not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the Association records or made a part of the minutes of the meeting.

SECTION 12. QUORUM FOR MEETING
A quorum shall consist of four (4) Board Members.
Except as otherwise provided in these Bylaws or in the Articles of Association of this Association, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.
The Board Members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum due to a withdrawal of Board Members from the meeting.

SECTION 13. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Board Members present at a meeting duly held at which a quorum is present is the act of the Board, unless the Articles of Association or Bylaws of this Association, or provisions of California law, require a greater percentage or different voting rules for approval of a matter by the Board.

SECTION 14. CONDUCT OF THE MEETINGS
Meetings of the Board shall be presided over by the President of the Board, or in his or her absence, by the Vice President of the Board or, in the absence of each of these persons, by a chairman chosen by a majority of the Board Members present at the meeting.

SECTION 15. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the Board " shall not include any "interested Board Member" as defined in Section 6 of this Article. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Board Members. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting and that the Bylaws of this Association authorize the Board Members to so act, and such statement shall be prima facie evidence of such authority.

SECTION 16. VACANCIES
Vacancies on the Board shall exist (1) on the death, resignation or removal of any Board Member, and (2) whenever the number of authorized Board Members is increased.
A majority of the Board Members then in office may remove a Board Member without cause. Any Board Member may resign effective upon giving written notice to the Board President, unless the notice specifies a later time for the effectiveness of such resignation.
Vacancies on the Board may be filled by a majority of Board Members then in office, whether or not less than a quorum, or by a sole remaining Board Member.
A person elected to fill a vacancy as provided in this Section shall hold office until the end of the term for which he or she was elected, or until his or her death, resignation or removal from office.

SECTION 17. INDEMNIFICATION BY ASSOCIATION OF BOARD MEMBERS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
To the extent that a person who is, or was, a Board Member, officer, employee or other agent of this Association has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Association, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by the Association if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Association and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under circumstances and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.

SECTION 18. INSURANCE FOR ASSOCIATION AGENTS
The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association (including a Board Member, officer, employee or other agent of the Association) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Association would have the power to indemnify the agent against such liability under the law.

ARTICLE 6. OFFICERS

SECTION 1. NUMBER OF OFFICERS
The officers of this Association shall be a President, a Vice President, and a chief financial officer who shall be designated the Treasurer. The Association may also have other officers as determined by the Board. Any number of offices may be held by the same person except that the Treasurer may not serve as the President of the Board.

SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person who is a member of the Board may serve as an officer of the Association. Officers shall be elected by the Board at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualifies, whichever occurs first.

SECTION 3. SUBORDINATE OFFICERS
The Board may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board.

SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board at any time. Any officer may resign at any time by giving written notice to the Board or to the President of the Association. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board relating to the employment of any officer of the Association.

SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the Association and shall, subject to the control of the Board, supervise and control the affairs of the Association and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Restated Articles of Association of this Association, or by these Bylaws, or which may be prescribed from time to time by the Board. The President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Association, or by these Bylaws, he or she shall, in the name of the Association, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board.

SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Restated Articles of Association, or by these Bylaws, or as may be prescribed by the Board.

SECTION 8. DUTIES OF SECRETARY
The duties of secretary shall be executed by a designated staff member and shall include:

1. Certify and keep at the principal office of the Association a copy of these Bylaws.
2. Keep at the principal office of the Association a record of minutes of all meetings of the Board, and, if applicable, meetings of committees of Board and of members, recording therein the time and place of holding, the names of those present or represented at the meeting, and the proceedings thereof.
3. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
   
4. Be custodian of the records.
5. Exhibit at all reasonable times to any Board Member of the Association the Bylaws, the database record, and the minutes of the proceedings of the Board.
6. In general, perform all duties incident to the office of Secretary and other duties required by law, by the Restated Articles of Association of this Association, by these Bylaws, or which may be assigned to him or her by the Board.

SECTION 9. DUTIES OF TREASURER
All funds of the Association shall be deposited by a university employee designated by the Dean of the School of Medicine in university accounts. Maintenance of those accounts and all disbursements of funds shall take place in accordance with university policies and procedures.
Subject to the provisions of these Bylaws, the Treasurer shall:

1. Oversee all funds and securities of the Association, and ensure the appropriate deposit of all such funds in the name of the Association as required by University of California policies and procedures governing constituency alumni groups.
2. Oversee disbursement of the funds of the Association as may be directed by the Board.
3. Oversee the record of the Association's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
4. Exhibit at all reasonable times the books of account and financial records to any Board Member of the Association on request therefor.
5. Render to the President and Board Members, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Association.
6. Oversee preparation of the financial statements to be included in any required reports.
7. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Restated Articles of Association of the Association, or be these Bylaws, or which may be assigned to him or her from time to time by the Board.

SECTION 10. COMPENSATION
No salaries shall be paid to Association officers who are not otherwise employed by UCSD.

ARTICLE 7. COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE
The Board may, by a majority vote of Board Members then in office, designate two (2) or more of its members (who may also be serving as officers of this Association) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the Association, except with respect to:

1. The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.
2. The filling of vacancies on the Board or on any committee which has the authority of the Board.
3. The fixing of compensation of the Board Members for serving on the Board or on any committee.
4. The amendment or repeal of Bylaws or the adoption of new Bylaws.
5. The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.
6. The appointment of committees of the Board or the members thereof.
7. The approval of any transaction to which the Association is a party and in which one or more of the Board Members has a material financial interest.

By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the Association records, and report the same to the Board from time to time as the Board may require.

SECTION 2. OTHER COMMITTEES
The Association shall have such other committees as may from time to time be designated by resolution of the Board. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees.

SECTION 3. LOCAL CHAPTERS
Local Chapters may be created in any region under the approval and supervision of the Board. They are subject to the same rules governing the Association under these bylaws. Local chapters may be comprised of either members of the Board or two or more members of the Association, in either case with Board approval.

SECTION 4. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board or by the committee. The time for special meetings of committees may also be fixed by the Board. The Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 8. EXECUTION OF INSTRUMENTS

SECTION 1. EXECUTION OF INSTRUMENTS
The Board, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association as allowed by university policy and procedure, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Association shall be signed by a designated official of UCSD, as dictated by University of California policy and procedure.

SECTION 3. DEPOSITS
All funds of the Association shall be deposited to the credit of the Association in UCSD accounts as dictated by University of California policy and procedure.

SECTION 4. GIFTS
The Board may accept on behalf of the Association and UCSD any contribution, gift, bequest, or devise for the charitable or public purposes of this Association.

ARTICLE 9. ASSOCIATION RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF ASSOCIATION RECORDS
The Association shall keep at its principal office in the State of California:

1. Minutes of all meetings of Board Members, committees of the Board and of all meetings of members, indicating the time and place of holding such meetings, and the names of those present and the proceedings thereof.
2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
3. A record of its members, if any, indicating their names and addresses.
4. A copy of the Association's Restated Articles of Association and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the Association at all reasonable times during office hours.

SECTION 2. BOARD MEMBER'S INSPECTION RIGHTS
Every Board Member shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Association.

SECTION 3. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

SECTION 4. ANNUAL REPORT
The Board shall prepare and distribute an annual report to be furnished within a reasonable time period to all Board Members of the Association. The report shall contain the following information in appropriate detail:

1. The assets and liabilities of the Association as of the end of the fiscal year.
2. The principal changes in assets and liabilities during the fiscal year.
3. The revenue or receipts of the Association, both unrestricted and restricted to particular purpose, for the fiscal year.
4. The expenses or disbursements of the Association, for both general and restricted purposes, during the fiscal year.
5. Any information required by Section 7 of this Article.

ARTICLE 10. FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE ASSOCIATION
The fiscal year of the Association shall begin on July 1 and end on June 30 of each year.

ARTICLE 11. BYLAWS

SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of nonprofit unincorporated associations, these Bylaws, or any of them,