BYLAWS

BYLAWS OF KOREAN ASSOCIATION OF MEDICAL PHYSICISTS IN NORTH AMERICA, INC.

ARTICLE I. Name of the corporation
KOREAN ASSOCIATION OF MEDICAL PHYSICISTS IN NORTH AMERICA (“KAMPiNA”), INC. (“corporation or KAMPiNA” hereafter)

ARTICLE II. Statement of Purpose
The purpose of the corporation is to engage in the following business activities:
Korean Association of Medical Physicists in North America (“KAMPiNA”) shall be operated exclusively as a non-profit organization exempt from federal income tax under section 501(c)(3) of the internal revenue code to achieve the following purposes:

To share the interests, resources and information among members;
To train students in medical physics and related fields;
To develop new technologies;
To disseminate technical information in medical physics and related fields;
To promote professional relationships between members and physicists in other countries; and
To collaborate on research in diagnostic and therapeutic medical physics and related fields.

The Korean Association of Medical Physicists in North America (“KAMPiNA”) intends to promote the following programs:

Activities to advance technical capabilities and industrial development in the United States and Korea;
Activities to promote cooperation between the United States and Korea;
Scholarship and internship programs in the United States and Korea;
Technical conferences, symposiums and workshops in the United States and Korea. Publish and distribute technical publications, including the proceedings of these meetings;
Activities to promote friendship and fellowship among the members;
Activities to enhance the professional and social status of the members; and
Programs to promote and cultivate the next generation of Korean-American medical physicists, scientists, engineers and professionals.

It is intended that the Korean Association of Medical Physicist in North America (KAMPiNA) shall be entitled to exemption from federal income tax under section 501(c)(3) of the internal revenue code.

ARTICLE III. Membership Categories

KAMPiNA membership shall consist of the following five categories:

Full member: a professional of Korean origin residing in North America employed (full time/part time) in medical physics or a related field after completion of qualifying degree in medical physics or a related field.
Junior member: a professional of Korean origin residing in North America available only enrolled full time in a postdoctoral fellowship or a physics residency program after completion of qualifying degree in medical physics or a related field.
Student member: a professional of Korean origin residing in North America available only enrolled full time in a graduate program in pursuit of a qualifying degree in medical physics or a related field.
Corresponding member: Offered to those scientists or engineers residing outside North America who qualify for, but are not interested in, full membership.
Lifetime member: a full member who paid membership due for lifetime membership category determined by the Executive Committee.

ARTICLE III-1. Admission

To become a KAMPiNA member the prospective member must submit the KAMPiNA membership application form and the annual dues to KAMPiNA with an attestation statement from one of Full members.

ARTICLE III-2. Membership Dues

Membership dues for each membership category shall be determined by the Executive Committee and approved by the General Assembly.
A special waive program of membership due for qualified members shall be determined by the Executive Committee and approved by the General Assembly.

ARTICLE III-3. Voting Member

A voting member is a full member, junior member, student member, or corresponding member at least thirty (30) days before sending out the ballot or notice of a meeting.

ARTICLE III-4. Disciplinary Actions

In accordance with the Policies adopted by the Executive Board, the Executive Board may suspend the rights and privileges of membership or expel any member who violates the Bylaws or the Policies, interferes with KAMPiNA goals and business, or disgraces KAMPiNA’s reputation.

ARTICLE IV. Lawful provisions and affairs of the corporation

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in article second hereof. No substantial part of the activities of the corporation shall be the carrying on or propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future united states internal revenue law) or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the internal revenue code of 1954 (or the corresponding provision of any future United States internal revenue law).

Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the purposes of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954, (or the corresponding provision of any future United States Internal Revenue law), as the board of directors shall determine.

The corporation shall have the following powers in furtherance of its corporate purposes:

The corporation shall have perpetual succession in its corporate name.
The corporation may sue and be sued.
The corporation may have a corporate seal which it may alter at pleasure.
The corporation may elect or appoint directors, officers, employees and other agents, fix their compensation and define their duties and obligations.
The corporation may purchase, receive or take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated, in an unlimited amount.
The corporation may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest.
The corporation may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property, or any interest therein, wherever situated.
The corporation may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities.
The corporation may make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein, wherever situated.
The corporation may lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested
The corporation may do business, carry on its operations, and have offices and exercise the powers granted by Massachusetts general laws, chapter 180, in any jurisdiction within or without the United States, although the corporation shall not be operated for the primary purpose of carrying on for profit a trade or business unrelated to its tax exempt purposes.
The corporation may pay pensions, establish and carry out pensions, savings, thrift and other retirement and benefit plans, trusts and provisions for any or all of its directors, officers and employees.
The corporation may make donations in such amounts as the members or directors shall determine, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic, or similar purposes, and in time of war or other national emergency in aid thereof; provided that, as long as the corporation is entitled to exemption from federal income tax under section 501(c)(3) of the internal revenue code, it shall make no contribution for other than religious, charitable, scientific, testing for public safety, literary or educational purposes or for the prevention of cruelty to children or animals.
The corporation may be an incorporator of other corporations of any type or kind.
The corporation may be a partner in any business enterprise which it would have power to conduct by itself.
The directors may make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by-law or by-laws requires action by the members.
Meetings of the members may be held anywhere in the United States (or Canada, if determined by Executive board.) (Article VII)
The corporation shall, to the extent legally permissible and only to the extent that the status of the corporation as an organization exempt under section 501(c)(3) of the internal revenue code is not affected thereby, indemnify each of its directors, officers, employees and other agents (including persons who serve at its request as directors, officers employees or other agents of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, employee or agent, pursuant to a consent decree o otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification:
1. by a disinterested majority of the directors then in office; or
2. by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; or
3. by a majority of the disinterested members entitled to vote, voting as a single class.
Expenses, including counsel fees, reasonably incurred by any such director, officer, employee or agent, suit or other proceeding, may be paid from time to time upon receipt of an undertaking by such individual to repay the amounts so paid to the corporation if he shall be adjudicated to be not entitled to indemnification under Massachusetts general laws, chapter 180, section 6. The right of indemnification hereby provided shall not be inclusive of or affect any other rights to which any director, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. as used in this paragraph, the terms “directors”, “officers”, “employees”, and “agents” include their respective heirs, executors and administrators, and an “interested” director is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.
No person shall be disqualified from holding any office by reasons of any interest. In the absence of fraud, any director, officer, or member of this corporation individually, or any individual having any interest in any concern in which any interest, may be a party to, or may be pecuniary or otherwise interested in, any contract, transaction, or other act of this corporation, and (1) such contract, transaction, or act shall not be in any way invalidated or otherwise affected by that fact; (2) no such director, officer, member, or individual shall be liable to account to this corporation for any profit or benefit realized through any such contract, transaction, or act; and (3) any such director of this corporation may be counted in determining the existence of a quorum at any meeting of the directors or of any committee thereof which shall authorize any such contract, transaction, or act, and may vote to authorize the same; the term “interest” including personal interest and interest as a director, officer, stockholder, shareholder, trustee, member or beneficiary of any concern; the term “concern” meaning any corporation, association, trust, partnership, firm, person, or other entity other than this corporation.
No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any officer or director of the purposes other than the purposes of the corporation as herein set forth; and no substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation except to the extent that the corporation makes expenditures for purposes of influencing legislation in conformity with the requirements of section 501(h)j of the internal revenue code; and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. it is intended that the corporation shall be entitled to exemption from federal income tax under section 501(c)(3) of the internal revenue code and shall not be a private foundation under section 509(a) of the internal revenue code.
(u) Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provisions therefore, all of the assets of the corporation shall be disposed of to one or more organizations exempt from federal income tax under section 501(c)(3) of the internal revenue code.
(v) In the event that the corporation is a private foundation as that term is defined in section 509 of the internal revenue code, then notwithstanding any other provisions of the articles of organization or the by-laws of the corporation, the following provisions shall apply:
The directors shall distribute the income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the internal revenue code. The directors shall not engage in any act of self dealing as defined in section 4941(d) of the internal revenue code; nor retain any excess business holdings as defined in section 4943(c) of the internal revenue code; nor make any investments in such manner as to incur tax liability under section 4944 of the internal revenue code; nor make any taxable expenditures as defined in section 4945(d) of the internal revenue code.
(w) The corporation shall have and may exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed; provided, that no such power shall be exercised in a manner inconsistent with Massachusetts general laws, chapter 180 or any other chapter of the general laws of the commonwealth of Massachusetts; and provided, further, that the corporation shall not engage in any activity or exercise any power which would deprive it of any exemption from federal income tax which the corporation may receive under section 501(c)(3) of the internal revenue code.
All references herein:
1. to the internal revenue code shall be deemed to refer to the internal revenue code of 1954, as now in force or hereafter amended;
2. to the general laws of the commonwealth of Massachusetts, or any chapter thereof, shall be deemed to refer to said general laws or chapter as now in force or hereafter amended and
3. to particular sections of the internal revenue code or the general laws of the commonwealth of Massachusetts shall be deemed to refer to similar or successor provisions hereafter adopted.

ARTICLE V. Officers and Organization

KAMPiNA Executive Board may consist of the following officers (term):
1. President: one (1) (two (2) years)
2. President-elect: one (1) (one (1) year; second year of President’s term)
3. Secretaries designated by President: up to seven (7) (two (2) years same as President’s term)
  1. CLERK (MUST be a resident of the State of Massachusett)
  2. ASSISTANT CLERK (Secretary of Administration)
  3. TREASURER (Secretary of Accounting)
  4. DIRECTORS: Secretary of Academic Affairs, Secretary of Diplomatic Affairs, Fund raising manager, KAMPINA webmaster
4. Consultant: up to four (4) (two (2) years same as President’s term)
The President-elect shall be elected by voting in the first year of the current President’s term and become a board member from the second year of the current President’s term. The President-elect automatically becomes the next President.
Election of President-elect shall be determined by Election Commission (see below) chaired by the President.
Members of KAMPiNA Executive Board may serve consecutive terms.
Members of KAMPiNA Executive Board shall be reappointed for another position but the reappointment should not exceed two.
Salary: No stated salary shall be paid to officers for their services. However, nothing in these Bylaws shall be construed to preclude any officers from serving KAMPiNA in any other capacity and receiving compensation therefore.

ARTICLE V-1. Committee – Nonpermanent

KAMPiNA shall have the following committees.
1. Election Committee
2. Award Committee
3. Compilation committee
Election Committee
1. President shall comprise the Election Committee for President-elect by designating committee members among voting members in the first-year term. The election should be completed by the annual General Assembly of the first-year term.
2. Election Committee shall nominate candidates for President-elect and the current President shall announce the candidates in writing before the election.
3. The election voting shall be through in person, by mail, or by electronic means, as authorized by the Election Committee.
4. The election result shall be announced by the Election Committee before or during the annual General Assembly.
5. A tie vote shall be resolved by the Election Committee.
6. A by-election of President shall be held when the President is unable to be active (by death, accident, crime charge, etc.) by KAMPiNA executive board. KAMPiNA executive board shall decide the election committee and voting process.
Award Committee
1. Award Committee shall be organized for events and KAMPiNA activities approved by the KAMPiNA Executive Board.
2. President shall comprise the Award Committee by designating committee members among voting members for an event or KAMPiNA activity.
3. Award Committee shall nominate award winners based on the fixed evaluation set by the Committee for the event or KAMPiNA activity.
Compilation committee
1. President shall comprise the Compilation Committee by designating committee members among voting members.
2. Compilation committee shall set editorial policies and publish KAMPiNA publication accordingly.

ARTICLE VI. Meeting of Members

Annual Meetings (Annual General Assembly). Members shall meet annually in July or August for the purpose of transacting business as may properly come before the meeting.
Special Meetings. Special meeting may be initiated at any time by (i) a majority of the Full members, or (ii) by the President at the written request of at least one-tenth of the voting regular members. Such request shall state the purpose of the meeting. Business transacted at all special general assembly shall be confined to the purpose stated in the notice of the meeting.
Manner and Place of Meeting. The members may hold annual and special meetings entirely or in part by remote communication including online, e-mail, fax, and mail. In such case, the Executive Board must adopt Policies to permit members to participate in and vote at the meeting by means of remote communications. Meetings held in person shall be at such places as shall be designated by the Executive Board.
Notice of Meetings. Written notice of each meeting, whether annual or special, stating the time and place where it is to be held, shall be delivered either personally, by mail, or by e-mail, fax or other electronic means not less than thirty (30) or more than ninety (90) days before the meeting, to each voting member at such a meeting.
Quorum. Except as otherwise provided in these Bylaws or by law, at all general assemblies, the presence, including electronic presence, of one-fifth of the voting members at the commencement of such meeting shall be necessary and sufficient to constitute a quorum for the transaction of any business.
Voting. At all general assemblies of the members, every voting member shall have one (1) vote. Such vote may be in person, by mail, or by electronic means, as authorized by the Executive Board. All elections shall be held and all questions shall be decided by a majority of the votes cast except as otherwise provided by these Bylaws. In case of a tie vote, the Chair shall have the deciding power.

ARTICLE VII. Finance

The fiscal year of KAMPiNA is from January 1st through December 31st for each calendar year.
The KAMPiNA annual budget is covered by Membership due and donations.

ARTICLE VIII. Supplementary provision

The KAMPiNA bylaws shall be amended by the President approved by (i) a majority of members during the General Assembly or (ii) more than ten (10) full members’ proposal in writing.
The amendment of bylaws shall be approved by the following. A majority of voting members attending the General Assembly cast a ballot in writing and two-third of the voting members should agree with the amendment. If the number of ballots is less than a majority of voting members, the second voting shall be implemented and two-third of the voting members should agree with the amendment. The amendment shall be immediately effective upon approval.
At the President’s discretion, the voting shall be implemented in writing or secured e-voting with a majority of voting members participating.

[Appendix – Amendment History]

The KAMPiNA bylaws were approved by the KAMPiNA Executive board and established at the time of MA state registration on this first day of July, 2009.
The bylaws was first amended on August, 2013 and approved by the General Assembly.

ByLaws

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