Article V: Membership

CMSA may maintain dues-paying membership and participation categories for engagement and eligibility purposes. Unless expressly stated otherwise in the
Certificate of Incorporation or the Bylaws, no membership category shall have
corporate voting rights by virtue of membership alone. Active dues-paying members in good standing may be eligible to run for Board positions if they meet the requirements in the Bylaws.

Section II: Incorporation; Tax Exempt Purpose; Governance Policies

A. CMSA is a nonprofit corporation incorporated under New York Not-for-Profit Corporation Law, Article 2 (N-PCL § 201 et seq.), effective 11/18/25. CMSA’s Articles of Incorporation are filed with the New York Department of State.

B. CMSA is organized and operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

C. No part of the net earnings of CMSA shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except reasonable compensation for services actually rendered.

D. No substantial part of CMSA’s activities shall consist of lobbying, and CMSA shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

E. CMSA shall maintain a conflict of interest policy applicable to directors, officers, and other covered persons.

F. These Bylaws shall be interpreted consistently with the Certificate of Incorporation, New York law, and CMSA’s tax-exempt status.

Section III: Membership and Participation Categories

A. CMSA may establish membership and participation categories to support engagement, programming, communications, mentorship, professional development, and eligibility for leadership opportunities. No membership category shall have corporate voting rights by virtue of membership status alone.

B. All corporate voting rights shall be exercised exclusively by the Executive Board of Directors also referred to operationally as the Executive Board, E-Board or the Board. Only duly elected or appointed directors then in office may vote on corporate actions, including election of directors and officers, approval of major organizational actions, amendment of these Bylaws, and any other action required to be taken by the governing body of the Corporation.

C. Active Members are dues-paying individuals who maintain a meaningful and ongoing affiliation with CMSA. Active Members are entitled to the rights, benefits, and opportunities established by the Board from time to time, including eligibility to seek Board service if they meet the qualifications set forth in these Bylaws. Active Members are not corporate voting members unless separately elected or appointed to the Board of Directors.

D. Active Members shall belong to one of the following categories:

1. Student members: Individuals currently engaged in health professional educational pathways at any academic or preparatory level. This includes but is not limited to high school students, pre-medical students, those in gap years, and students enrolled in accredited programs such as medical, nursing, public health, dentistry, pharmacy, and physician assistant programs. Student members must remain in good academic and disciplinary standing with their academic institution.
2. Professional members: Individuals who have completed health professional training or are actively practicing in healthcare professions, including residents, fellows, and licensed practitioners.

E. Affiliate membership: non-voting individuals who maintain an ongoing affiliation with CMSA but do not maintain Active Member status. Affiliate Members may participate in programs and receive communications or other benefits designated by the Board, but they are not eligible to vote and may not hold Board office unless they first become Active Members in good standing and satisfy any additional eligibility requirements.

F. Ad Hoc Membership: Ad Hoc Members may be individuals with specialized expertise or professional backgrounds such as legal, business, finance, policy, or technology who wish to support the organization’s mission. 

1. Ad hoc officers may be nominated by any executive board member and confirmed by a majority vote of the executive board. Terms of service for ad hoc officer positions may be established on an as-needed basis and may be temporary or ongoing, to be determined by the executive board at the time of appointment.
2. Ad hoc members will be assigned specific roles and responsibilities in response to the evolving needs of the organization. 
3. Ad hoc members are responsible for providing specialized guidance, leading projects within their area of expertise, and advising the executive board of directors on related matters.
4. Unless separately elected or appointed as directors, such individuals shall serve in a non-voting capacity and shall not possess corporate voting rights or automatic eligibility for Board office.

G. Honorary Membership: Individuals designated by the executive board in recognition of exceptional support, expertise, or contributions to the organization. Honorary Members are non-voting and may participate in designated CMSA events or initiatives as invited by the Board.

H. A member shall be considered in good standing if the member: (1) has satisfied any applicable dues requirement; (2) complies with the Constitution, these Bylaws, the Code of Conduct, and other CMSA policies; and (3) satisfies any reasonable participation, academic, disciplinary, or administrative requirements established by the Board by policy.

I. The Board may establish, revise, waive, or structure dues by category, career stage, or hardship policy, provided that any dues structure shall be applied in a manner consistent with CMSA’s mission and nondiscrimination policy. Payment of dues confers only the membership status and benefits designated by the Board and does not create corporate voting rights.

J. Membership or participation shall not be denied on the basis of race, color, ethnicity, national origin, religion, sex, sexual orientation, gender identity, disability, or any other status protected by applicable law, subject to any lawful mission-related eligibility criteria adopted by the Corporation.

Section IV: Executive Board of Directors (E-board) & Officers

A. The governing body of CMSA shall be the Board of Directors, which may also be referred to operationally as the Executive Board, E-Board, or the Board.

B. The Executive Board of Directors shall consist of the following voting director positions:

1. President
2. Vice President
3. Director of Communications
4. Director of Finance and Fundraising
5. Director of Community Engagement and Advocacy
6. Director of Membership and Recruitment
7. Director of Global Outreach and Partnerships
8. Director of Mentorship and Professional Development
9. One or more Members at Large, as determined by the Board, provided that the total number of directors then in office remains fixed by board resolution unless these Bylaws are amended

C. The persons serving in the positions listed above shall constitute the voting directors of the Corporation. Additional committees, advisory roles, coordinators, task forces, fellows, ambassadors, or project-based positions may be created by resolution of the Board, but such roles shall not carry Board voting rights unless these Bylaws are amended to make such a role a director position.

D. Directors and officers owe fiduciary duties to CMSA and shall carry out their responsibilities in good faith, in a manner they reasonably believe to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would exercise under similar circumstances.

Section V: Officer Terms, Eligibility, Elections, Vacancies, Removal, and Transition

A. Only Active Members in good standing shall be eligible to run for or be appointed to Board positions, subject to any additional qualifications established in these Bylaws or by Board policy.

B. Board recruitment shall ordinarily occur annually at a time determined by the Board. The Board may solicit nominations, accept self-nominations, appoint a nominations or governance committee, and establish reasonable procedures for candidate review, interviews, and transition planning, provided that all final elections remain subject to Board vote.

C. Directors and officers shall be elected only by the Board of Directors. No membership class, dues-paying member group, committee, or advisory body shall possess independent authority to elect directors or officers unless these Bylaws are amended expressly to grant such authority.

D. The President shall be elected by a majority vote of the directors then in office at a duly called meeting and shall serve a term of two (2) years, or until a successor is duly elected and qualified, unless earlier removed or resigned in accordance with these Bylaws.

E. All other directors and officers shall be elected by a majority vote of the directors then in office at a duly called meeting and shall serve a term of one (1) year, or until a successor is duly elected and qualified, unless earlier removed or resigned in accordance with these Bylaws.

F. A director may be re-elected, subject to any later-adopted term-limit policy or amendment to these Bylaws.

G. Any officer or director may be removed for cause, including substantial neglect of duties, repeated unexcused absence, misconduct, violation of the governing documents or policies of CMSA, breach of fiduciary duty, or conduct materially harmful to CMSA. Before removal, the individual shall receive at least fifteen (15) days’ written notice of the proposed action and the grounds for it, and shall be given an opportunity to be heard by the Board. Removal shall require a two-thirds vote of the directors then in office, excluding the vote of the individual whose removal is under consideration where required by law or policy.

H. A vacancy in the office of President shall be filled on an interim basis by the Vice President until the Board elects a successor for the remainder of the unexpired term. A new president must be appointed within 6 months of vacancy.

I. Vacancies in any other office may be filled by Board election for the remainder of the term. The Board may appoint an interim officer pending formal election if needed for continuity. 

J. Eligibility to run for Board service shall not be construed as conferring any corporate voting rights before election or appointment to the Board.

K. Outgoing officers shall complete a reasonable transition process, including transfer of records, documents, passwords, files, access credentials, and pending action items. The Board may require a written transition memo or handoff checklist. Outgoing officers shall cooperate with successor onboarding for a reasonable period after the end of service.

L. Founding members of the board who have completed their officer responsibilities may, upon approval of the Board, continue to serve as voting directors under the title Founding Director. Founding Directors shall have the same voting rights, fiduciary duties, and governance responsibilities as other directors, including participation in quorum and Board action, unless otherwise limited by these Bylaws. 

1. The Board shall review and reapprove each Founding Director’s status every two (2) years. If reapproval is not granted, the individual may transition to a non-voting honorary or advisory role as determined by the Board.
2. This designation serves to preserve institutional knowledge and foster organizational continuity. In this capacity, founding officers can provide guidance and support to the current board, contribute to strategic development, and assist in leadership succession.

Section VI: Officer Roles and Responsibilities

Section VII: Meetings

A. The Board shall meet at least once per month unless otherwise determined by resolution of the Board.

B. General membership meetings, informational meetings, programs, or town halls may be held as the Board sees fit, but such gatherings shall not constitute meetings of statutory voting members unless these Bylaws are amended to create a voting membership structure.

C. Notice of regular or special Board meetings may be provided by electronic mail, calendar invitation, messaging platform, telephone, or other reasonable means, within a reasonable time before the meeting.

D. Emergency meetings of the Board may be called by the President or by a majority of the directors then in office. Notice shall be given as soon as practicable, and the notice shall state the purpose of the emergency meeting. Only matters within the stated purpose may be acted upon at the emergency meeting.

E. A quorum for meetings of the Board shall consist of a majority of the directors then in office, excluding vacant seats, provided that no fewer than three (3) directors are present.

F. Except as otherwise required by these Bylaws or applicable law, action by the Board shall require the affirmative vote of a majority of the directors present at a meeting at which a quorum is present.

G. Any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent in writing or by electronic transmission to the adoption of a resolution authorizing the action, to the extent permitted by applicable law. Such consents shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote at a meeting.

H. The Board may permit directors to participate in meetings by conference telephone, video conference, or similar communications equipment to the extent permitted by law, provided that all persons participating can hear one another at the same time.

I. Minutes or other records of Board actions shall be maintained in the books and records of the Corporation.