LOMA LINDA UNIVERSITY MEDICAL AUXILIARY

LOMA LINDA UNIVERSITY MEDICAL AUXILIARY st 1 Amended & Restated Bylaws (These bylaws were filed with the California State Board of Equalization as a non-incorporated association in 2015) BYLAWS (Adopted 1932, Revised 1939, 1945, 1952, 1956, 1961, 1966, 1969, 1970, 1978, 1988, 1989, 1992, 1995, 1997, 2008, 2015)

NAME The name of this association shall be: LOMA LINDA UNIVERSITY MEDICAL AUXILIARY (FORMERLY NATIONAL AUXILIARY TO THE ALUMNI ASSOCIATION OF THE SCHOOL OF MEDICINE OF LOMA LINDA UNIVERSITY). Hereinafter, in these Bylaws, this association shall be designated as the AUXILIARY.

PURPOSES AND MISSION Purposes This is a non-profit association formed to assist the Students and Alumni of the School of Medicine in support of medical education and service to others. This association is operated exclusively for religious, charitable, and educational purposes. Mission The mission of the Auxiliary is to demonstrate God’s love through benevolence and service. The Auxiliary seeks to promote the mission work of the alumni; the education and welfare of medical students, residents, and their spouses; and the intellectual and spiritual growth of its members. The Auxiliary is committed to continuing a heritage of unselfish dedication to service, beneficence, promoting healthful living, and responding to humanitarian needs. MEMBERSHIP 1.

Membership in the Auxiliary is open to: a.

Loma Linda University School of Medicine (LLUSM) graduates and their spouses.

b.

LLUSM postdoctoral physicians & their spouses.

c.

Individuals who support the purpose and mission of the Auxiliary.

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2.

Dues shall be an amount established by the Board of Directors.

3.

Annual dues shall be payable at the beginning of the fiscal year. BUSINESS MEETINGS

4.

A minimum of two general business meetings shall be held each year.

5.

Other meetings may be called by the President or at written request of twenty-five members.

6.

Notice shall be given prior to business meetings.

7.

A quorum shall consist of both of the following: a. One half plus one of Board of Directors b. One half plus one of non-board members present

ELECTIONS 8.

The candidates for positions on the Board of Directors shall be nominated by the Nominating Committee. The Nominating Committee consists of the following: a. Past-President as chair b. President-Elect c. Three members nominated and voted by members at the fall business meeting. If any of such three members is unable to serve, the President shall appoint an alternate.

9.

The Nominating Committee shall present its nominees to the Board of Directors for approval.

10.

Upon approval by the current Board of Directors, candidates are voted on by the membership at large at the APC business meeting.

11.

The incoming Board of Directors will be introduced at a spring business meeting.

12.

The Board of Directors assumes office July 1.

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BOARD OF DIRECTORS 13.

The Board of Directors shall be comprised of LLUSM graduates and their spouses and LLUSM postdoctoral physicians and their spouses. Oversight of the business of the Auxiliary shall be the responsibility of the Board of Directors.

14.

The Board of Directors shall consist of the following positions:

President President-Elect Past-President Parliamentarian Finance Officer and Associate Decorations Chair and Associate Cookbook Chair and Associate DUO Chair and Associate Editor and Associate Hospitality Chair and Associate

JMA Sponsor and Associate Student Assistance and Associate Membership Chair and Associate Missions Chair and Associate Program Chair and Associate Public Relations Chair and Associate RMA Sponsor and Associate Scholarships and Associate Special Projects Chair and Associate Tree of Angels Chair and Associate

15.

All Board of Directors’ positions are for a term of one year.

16.

Board members must be current in dues.

17.

If a board member is unable to serve, the President shall appoint a replacement.

18.

The duties and powers of the Board of Directors shall be: a. To oversee the funds, affairs, and business of the Auxiliary; to authorize all contracts, major purchases and to adopt an annual budget. b. To establish membership dues and fund-raising programs. c. To oversee all Auxiliary publications. d. To adjust the number of board members as the need arises. e. To oversee committees established pursuant to these bylaws and other committees as deemed appropriate to further the purpose and mission of the Auxiliary. f. To oversee the Junior Medical Auxiliary. g. To oversee the Resident Medical Auxiliary. h. To expel and/or suspend a member of the board, if necessary by a two-thirds vote of the Board of Directors if necessary.

19.

The Auxiliary shall carry on its major activities through the following Board of Directors positions. More specific duties are set forth in the current Auxiliary Handbook.

20.

President - The President shall be the chief executive officer of the Auxiliary. The President shall preside at all meetings of the members and directors, have general and active management of the affairs of the Auxiliary and see that all orders and resolutions of the Board are carried into effect. The President shall be an ex-officio member of all

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committees, and shall have the general power and duties of supervision and management usually vested in the office of President of a corporation. The President shall appoint from the board: First and Second Vice Presidents each of whom shall have served as a board member for at least a year; a Parliamentarian; additional committees as needed. The President shall also serve as past-president following the year as President. 21.

Finance Officer - The Finance Officer shall have custody of the corporate funds and securities and shall keep in the Auxiliary office full and accurate accounts of receipts and disbursements, and shall keep the monies of the Auxiliary in a separate account to the credit of the Auxiliary. The FO shall disburse the funds of the Auxiliary as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the board, or whenever they may require it, an account of all transactions as Finance Officer and of the financial condition of the Auxiliary.

22.

President-Elect - The President-Elect shall become familiar with the duties of the Presidency; study the Bylaws, Handbook, and history of the Auxiliary; assist the President in such duties as may be requested; be an ex-officio member of all committees; be a voting member of the Nominating Committee; and serve as President of the Auxiliary for one year following the term as President-Elect.

23.

Vice Presidents - In the absence of the President, the Vice Presidents shall preside in the order of their office and shall temporarily perform the duties of the President as well as the duties hereinafter assigned to them.

24.

Past-President - The Past-President shall be an ex-officio member of the Board of Directors for one year; be present to assist the President wherever needed for all Auxiliary activities; chair the Nominating Committee and Bylaws Committee; and issue copies of bylaws to nominees immediately following their acceptance of office.

25.

Parliamentarian - The Parliamentarian shall attend, without vote, all official meetings of the Auxiliary and its Board of Directors, Executive, and Bylaws Committees; and be a member of Bylaws Committee.

26.

Decorations - The Decorations Chair shall plan and provide all decorations for events at the request of the President.

27.

Cookbook - The Cookbook Chair shall be responsible for printing, advertising, and distribution of the Auxiliary cookbooks. The chair shall keep account of funds received.

28.

DUO - The DUO (Do Unto Others) chair is responsible for soliciting DUO funds. These funds shall be used for approved Loma Linda University School of Medicine student projects and other needs as determined by the Board of Directors.

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29.

Editor - The Editor of AUXILIARY NEWS shall, in accordance with input from the President and Board of Directors, be responsible for the publication of AUXILIARY NEWS. The schedule of publication shall be determined by the President and the Board of Directors. The AUXILIARY NEWS and the website shall serve as the notice of upcoming events.

30.

Hospitality - The Hospitality Chair shall plan, with the President, for venues of all Business meetings and events. Two of the following signatures are required for contracts, Hospitality Chair, Finance Officer, or President.

31.

Junior Medical Auxiliary - The JMA Sponsor shall attend all JMA meetings, and act as liaison between the JMA and the Board of Directors. The sponsor shall promote, support, and interpret objectives and policies of the Auxiliary and provide contact information of JMA Members to the Auxiliary office secretary.

32.

Student Assistance - The Student Assistance Chair shall be responsible for operations of The Little White House and assessing student assistance fund request for the board of directors.

33.

Membership - The Membership Chair shall plan Membership recruitment.

34.

Missions - The Missions Chair and committee in conjunction with the Executive Committee shall select mission projects for the current year and shall plan appeals to support these projects. The disbursement of Missions Funds requires the approval from the Board of Directors.

35.

Program - Program Chair shall arrange and plan, with the President, programs for all Auxiliary functions.

36.

Public Relations - Advertisement for publication shall be prepared, edited, and distributed by the PR Chair with approval of the President.

37.

Resident Medical Auxiliary - RMA Sponsor shall attend all Resident Auxiliary meetings and act as liaison between the Resident Medical Auxiliary and the Board of Directors. The Sponsor shall promote, support, and interpret objectives and policies of the Auxiliary and provide contact information of RMA members to the Auxiliary office.

38.

Scholarships - Scholarships Chair shall solicit funds for the Scholarship Fund. Chair shall work with the LLUSM Associate Dean of Admissions and the Auxiliary Executive Committee to determine to whom the scholarships will be given. Scholarship Chair presents approved recipients’ names to Board of Directors for funding vote.

39.

Special Projects - Special Projects Chair and the President, shall plan the fund-raising projects for the Auxiliary, subject to approval by the Board of Directors.

40.

Tree of Angels - Tree of Angels Chair sends a letter of appeal to the Auxiliary mailing list for the year’s major project chosen and voted by Board of Directors.

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BOARD OF DIRECTORS MEETINGS 41.

Board members shall attend all board meetings and designated committee meetings.

42.

The President shall establish the calendar for the Board of Directors meetings.

43.

The President may call a special meeting of the Board of Directors whenever deemed necessary. Notice shall be given to each member at least twenty-four hours prior to the meeting.

44.

A quorum shall consist of one-half plus one of the Board of Directors.

45.

Written minutes shall be kept of all meetings by the office secretary or designee appointed by the president.

46.

EXECUTIVE COMMITTEE - Each EXECUTIVE OFFICER holds one executive committee position. The executive committee shall consist of the following members of the Board of Directors: President President-Elect Past-President First Vice President

Second Vice President Finance Officer and Associate Parliamentarian (non-voting)

47.

Executive committee members shall attend all executive committee meetings.

48.

Under the direction of the President, the Executive Committee shall handle routine matters between Board Meetings. Its actions shall be reported at the next meeting of the Board of Directors.

49.

In the event of an emergency the Executive Committee shall have power to appropriate funds to a maximum of $10,000.

50.

A quorum of the Executive Committee shall consist of one-half of the members plus one.

51.

Written minutes shall be kept of all meetings by the office secretary or designee appointed by the president.

52.

BYLAWS COMMITTEE: It shall be the duty of the Bylaws Committee to initiate and/or accept proposal for amendments to the bylaws, and to institute measures to incorporate the amendments in the bylaws. The committee shall consist of the following members: President Finance Officer President-Elect Parliamentarian Past-President (Chair) One Board Member appointed by the President

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Additional members as deemed necessary and qualified by the Board 53.

Secretary - The secretary shall attend all sessions of the Board and all business meetings of the membership, shall act as clerk thereof, and shall record all the votes of the Auxiliary, the minutes to be kept, and shall perform like duties for all committees of the Board of Directors when required. The secretary shall perform such other duties as may be prescribed by the Board of Directors or President. ETHICS

54.

All members must uphold the bylaws of the Auxiliary. No member shall use the Auxiliary as a means of furthering any personal, political, or other aspirations. MISCELLANEOUS Philanthropy

55.

Philanthropic funds of the Auxiliary shall be disbursed by action of the Board of Directors. Non-Discrimination

56.

The Auxiliary is committed to equal employment opportunities for men and women and does not unlawfully discriminate on the basis of disability, gender, ethnicity, national origin, or age in its financial affairs, employment programs, or any Auxiliary administered program. Membership Roster

57.

The membership roster and mailing list shall not be made available to non-Auxiliary individuals or organizations. Auxiliary News

58.

Receipt of the official publication of the Auxiliary, AUXILIARY NEWS, is a benefit for Auxiliary Members. DISTRIBUTION OF ASSETS

59.

This association is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to the members thereof, and is organized solely for nonprofit purposes. The property, assets, profits and net income of this associations are irrevocably dedicated to charitable and religious purposes and no part of profits or net income or assets of this association shall ever ensure any Director, Officer or Member thereof, or to the benefit of any private person.

60.

In the event of dissolution of this association, for whatever reason, or by whatever action, all assets of every kind whatsoever remaining after the payment of all debts,

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obligations and liabilities of the Auxiliary shall be transferred to the School of Medicine of Loma Linda University; or in the case said School of Medicine of Loma Linda University is no longer in existence, to the Loma Linda University Health; or in the case said Loma Linda University Health is no longer in existence, to the General Conference of Seventh-day Adventists, as provided by the laws of the State of California or any other State, County, Municipality of the body politic in which said property may be located at said time, and according to the Bylaws of this association, or as may be ordered by any court of competent jurisdiction. The above associations are organized and operated exclusively for charitable and religious purposes and have established their tax exempt status under Section 23710 of the California Revenue and Taxation Code and/or Section 501(c)(3) of the Internal Revenue Code. 61.

If the above-associations specified by the Board are unable or unwilling to accept this responsibility then all assets will go to another charitable association.

62.

In event of dissolution of JMA and/or RMA, all assets shall be transferred to the Auxiliary. AMENDMENTS

63.

Written proposals for amendments to the Bylaws may be presented to the Bylaws Committee for study. The proposed amendment(s) shall be referred to the Auxiliary Board of Directors.

64.

Amendments to the bylaws shall be voted upon at a business meeting. These amendments shall be published on the Auxiliary website at least three weeks prior to the business meeting. Copies of the bylaws shall be kept at the Auxiliary Office.

65.

A two-thirds vote of the members present shall be required to amend the bylaws.

66.

A copy of all prior and current bylaws with amendments will be kept in the Auxiliary Office. RULES OF PROCEDURE

67.

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All matters of procedure not directly covered by these bylaws shall be governed and controlled by the most recent edition of Robert’s Rules of Order.

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