Constitution And Bylaws for The Middle East Critical Care Assembly 

Constitution

The name and title of this organization shall be The Middle East Critical Care Assembly and hereafter known as MCCA.
The management and control of the affairs and funds of the organization shall be vested in a board of directors which shall be known as the Council and whose members are to be elected or appointed as provided in the Bylaws.
The purpose of this organization shall be educational and charitable, not for pecuniary profit, but for the benefit of humanity by advancing the science of critical care and the ethical and competent practices of this art. It shall provide a forum for the continued education of practicing health care professionals in the field of critical care medicine. The Assembly shall promote close fellowship among members in order to unite their efforts to improve the quality of care for the critically ill patient by elevating the standards of education and practice.

All individuals residing in countries recognized by the United Nations Social and Economic Commission for Western Asia are eligible for membership.

The Assembly embraces diversity in its membership and affairs and shall not discriminate against any person on the basis of race, color, gender, national origin, age, religion, disability, political beliefs, sexual orientation or marital or familial status.
In the event of the dissolution of the organization, all of its remaining assets shall be distributed exclusively for charitable, scientific or educational purposes.

Mission

MCCA will encourage and promote professional excellence, advance the science and practice of critical care, and serve as an advocate for patients, their families, the public, the profession and the intensivists.  It will offer to the interdisciplinary team the necessary tools for the interaction with the critically ill patient and their families from a holistic perspective.

Vision

Ensure adequate interdisciplinary care and keep at the vanguard in the application of the latest practice standards that guarantee the optimal quality of care provided by the critical care team.

BYLAWS

ARTICLE I ‐ MEMBERSHIP

Section 1 – Members

1.  REGULAR MEMBERS – Regular members shall be health care professionals who desire membership in the Assembly who comply with its Bylaws, they attend the assembly meeting at a discounted fare and they have the right to vote
2.  HONORARY MEMBERS – Healthcare professionals who possess an international reputation and who have rendered distinguished services to the Assembly may be appointed as Honorary Members. They will be recommended by the Council and approved by membership. Honorary members shall not pay dues or have the right to vote or hold office. They will have the right to attend and speak at any Assembly activities. They may attend the scientific meetings free of cost.
3.  PERMANENT COUNCIL MEMBERS – Founding members of the Assembly and those accepted by the council. Permanent council members shall not pay dues. They will have the right to vote, hold office, to attend and speak at any Assembly activities. They may attend the scientific meetings free of cost.

ARTICLE II – OFFICERS

Section 1

The officers of the Assembly shall consist of a President, a President Elect, a Vice‐President, a Secretary, and a Treasurer.

Section 2

All officers shall be nominated and elected as specified in the Bylaws.

Section 3

The Council shall consist of the officers of the Assembly, the five immediate past presidents and permanent council members.

All the above councilors have voting privileges.

Section 4

The President shall hold office for two (2) years following his two (2) year term of the office as President Elect. At the expiration of the President’s term the President Elect shall automatically become President and shall serve as such for two (2) years.

The Secretary and the Treasurer shall hold office for two years each from the time of election.

ARTICLE III – ANNUAL SCIENTIFIC AND BUSINESS MEETING

Section 1

The Annual Scientific Meeting will be held during the month of May each year, or as designated by the Council.

Section 2

The Annual Business Meeting of the Assembly will be held the last day of the Scientific Meeting, at which time election of Officers will take place. If for any reason the election of any Officer cannot take place at the Annual Business Meeting, the Council shall hold a special meeting within 30 days to determine an alternate method of election.

ARTICLE IV – FUNDS AND EXPENSES

Funds for meeting the expenses of this Chapter shall be raised by annuals dues, special assessments, and voluntary contributions and by transactions of any lawful business activity approved by the Council.
Under the direction of the Officers the Assembly will disburse money for such purposes as will promote the welfare of the Assembly and the profession.

ARTICLE V – QUORUM

A quorum shall consist of the members present at the Annual Business Meeting.

ARTICLE VI – DUTIES OF THE OFFICERS

Section 1 – The President

The President shall be the principal executive of the Assembly and shall in general supervise and direct all of the business and affair of the Assembly, subject to the direction and control of the Council. He/She shall preside all meetings of the Council and Assembly.

Section 2 – The President‐Elect

The President‐Elect shall succeed to the Presidency at the close of the Annual Business Meeting the second year following his/her election. In the absence of the President he/she shall preside the meetings of the Council and the Assembly. The President‐Elect will chair the E‐Page Committee.

Section 3 – The Vice‐President

The Vice‐President shall be a Member of the E‐Page Committee. In the absence of the President and the President Elect he/she shall preside the meetings of the Council and the Assembly. He/She shall help the Secretary to prepare and send to the members of the Assembly notices of meetings and such other notices as may be required by the Constitution and Bylaws of the Assembly, or as may be directed by the Assembly, or as may be directed by the Assembly and its officers. The Vice‐President and the secretary will take care of the Public Relations of the Assembly and any other duty as directed by the President and/or the Council. The Vice‐President shall be reimbursed by the Assembly for any lawful expenditure incurred in behalf of the Assembly.

Section 4 – The Secretary

The Secretary of the Chapter shall perform all the duties ordinarily and customarily performed by a secretary and such other duties as the President or the Council may direct. The duties of the Secretary shall include the following:

1. Make and maintain at all times a current list of all members and affiliate members of the Assembly, noting correct name, address, and date of membership.
2. Act as official custodian of the permanent record book of the Chapter in which book there shall be entered the Constitution and Bylaws of the Assembly and all amendments thereto, together with the date of their adoption and a notation of their approval by the Council.
3. Act as official custodian of the Assembly and of records, papers and property belonging to the Assembly with the exception of records customarily kept by the Treasurer.
4. Record and preserve the minutes of all meetings, (regular and special) of the Assembly and of the Council.
5. Prepare and send to the members of the Assembly notices of meetings and such other notices as may be required by the Constitution and Bylaws of the Assembly, or as may be directed by the Assembly, or as may be directed by the Assembly and its officers.
6. Prepare and file with the Council such reports, lists of membership, records and data as may be required or that may be requested by the Council.
7. The Secretary shall be reimbursed by the Assembly for any lawful expenditure incurred in behalf of the Assembly.
8. The Secretary shall, at least one month prior to the Annual Business Meeting, notify each member personally or by mail (regular or electronic) of the date and place of said meeting.
9. Upon the resignation of the Secretary, or upon expiration of his/her term of office, the Secretary shall deliver to the successor in office or the President all records and all the property belonging to the Assembly in his/her possession or under his/her control.

Section 5 – The Treasurer

The Treasurer of the Assembly shall perform all the duties customarily required of or performed by a treasurer, and such other duties as the President or the Council may direct. The duties of the Treasurer
Shall include the following:

1. Collect and receive all fees, dues and assessments from the members, and all monies due or payable to the Assembly from any source, and shall make and preserve proper books of account and keep and accurate account of the finances of the Assembly, including a detailed record of all receipts and disbursements.
2. Make disbursements of monies or funds in his/her possession or control only in accordance with orders of the Council.
3. Prepare a detailed financial statement for presentation at each Assembly meeting and the Annual Business Meeting.
4. The Treasurer shall be reimbursed by the Assembly for any lawful expenditure made on its behalf.
5. The books and accounts of the Treasurer shall be reviewed at the Annual Business Meeting by the Councilors.
6. Upon his/her resignation as Treasurer or upon the expiration of his term of office, the Treasurer shall deliver all records, monies and other property belonging to the Assembly in his/her possession or under his/her control, to his/her successor or to the President of the Chapter.

Section 6 – Council

The Council shall conduct the business affairs and activities of the Assembly and may initiate policy,  unless otherwise provided in the Constitution and Bylaws of the Assembly, for subsequent approval by the Assembly at the Assembly at the next Annual Business Meeting.

The Council shall meet as often as the interests of the Assembly require it, and at least three times a year. A majority of members shall constitute a quorum. It shall conduct the affairs of the Assembly subject to the expressed will of the Assembly at a regular meeting. The President or any three (3) members may
call a meeting of the Council, notice of which, outlining the essential business, shall be transmitted to each member prior to the meeting.

ARTICLE VII – VACANCIES

Section 1

If the President is unable to complete the term of office, the President‐Elect will assume the duties and responsibilities of the presidency. In that case or any time the office of the President‐Elect becomes vacant, the Council shall within 30 days call a special meeting of the Assembly in which a new President‐Elect will be elected by the membership.

Section 2

If the Secretary or the treasurer is unable to complete the term of office, a special meeting of the Council will be called by the President within 30 days. At that meeting, the President will appoint a qualified member to fill the vacancy. This appointment will need to be ratified by the Council. The appointee will serve out the term for which his/her predecessor had been elected.

Section 3

Vacancies in the Council positions occupied by the past presidents shall be left unfilled.

ARTICLE VIII – DUES AND ASSESMENTS

Section 1

Annual dues and other assessments may be established by the Council as it deems necessary to defray operating expenses.

Section 2

Life members: Members of our Assembly with 25 years of uninterrupted membership automatically become, upon retirement from active clinical practice, life members of our Assembly.
Life members will have full rights in our Assembly as do active members, but do not pay dues.

Section 3

Honorary members: Any health care professional, may be proposed for honorary membership in our Assembly. He will have to be nominated to and recommended by the Council and approved by the entire Assembly.
Honorary members do not vote, but have the right to attend and speak at Assembly’s meeting, and they will attend the scientific meetings of our Assembly without cost.

Section 4

In times of financial stress or for special reason, the Council may waive or reduce the annual dues of any member.

Section 5

All Council Members will have to pay annual dues. Student and Fellow Have a lower rate with evidence of current training

Section 6

Assembly members will not pay annual dues if:

1. Are 65 or more years of age and have been dues‐paying Assembly members for at least five (5) consecutive years.
2.  Members who qualify for non‐payment shall be responsible of notifying the Secretary and treasurer, including with such notification the evidence required to confirm that they qualify.

Section 7

If a member is delinquent in the payment of dues or assessments one year or more and has, upon notice by mail failed within 30 days to settle the debt or to present in writing a satisfactory and acceptable explanation for such delinquency to the Council, his/her membership in the Assembly will be suspended.
A person whose membership in the Assembly has been suspended due to nonpayment of dues or assessment may be reinstated upon payment in full of such debts owing to the Assembly.

Section 8

Any officer of the Assembly shall ask, in written, educational grants to attend to any educational meetings that will help in his/her professional education and of the Assembly. The grant will be approved by the Council. Each grant request will be evaluated individually, and if approved it, will include airfare, accommodations and registration to the educational event.

ARTICLE IX – CHAPTER MEETINGS

In addition to the Annual Business Meeting, at least two (2) Assembly meetings shall be held each year.
Robert’s Rule of Order governing deliberative bodies shall govern the business meeting of this Assembly. A majority vote shall be necessary for the passage of any motion before the Assembly.

ARTICLE X – NOMINATION AND ELECTION OF OFFICERS

Section 1

The Councilors, acting as Nominating Committee, shall collect the names of candidates for filling each of the elected offices. Ballots containing the names of these candidates shall be mailed one month in advance of the Annual Business Meeting to all members of Assembly. Nominations may also be made from the floor by members of the Assembly during the Annual Business Meeting. All voting shall be by written ballots. Tabulation of these votes shall be carried out during the Annual Business Meeting. Those receiving a majority vote shall be deemed elected.

ARTICLE XI – INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Assembly shall indemnify any and all of its directors or officers, or former directors or officers, or any person who has served or shall serve at its request or by its election as a director or officer of another corporation, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or an officer of the  Assembly, or of such other corporation; provided, however, that the foregoing shall not apply to matters as to which any such director or officer, or former director or officer, or other person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty nor to such matters as shall be settled by agreement predicated on the existence of such liability.

ARTICLE XII – AMENDMENTS

Section 1

The Constitution shall take effect immediately from the time of its adoption and shall not be amended except by written resolution.

Section 2

The Bylaws of the Assembly may be amended at the Annual Business Meeting, at a regular Assembly meeting or at a special meeting convened by the Council for this purpose. Any member of the Assembly may propose amendments. Proposed amendments must include the date in which they would become effective if adopted. The Secretary or a person designated by the Council shall mail proposed amendments at least 30 days prior to the meeting where they will be considered.

Members who are unable to attend the meeting where amendments will be considered will be able cast a vote for or against the amendment in a ballot approved by the Assembly. Such ballots must reach the Secretary prior to voting taking place.

Amendments will be adopted if they receive a majority of the votes cast.