MINUTES OF THE

AMERICA NEPAL MEDICAL FOUNDATION

ANNUAL MEETING OF THE MEMBERS
PHILADELPHIA, PENNSYLVANIA

8:30AM ET, SATURDAY, JUNE 21, 2008

 

Participants

Anita Adhikary	Elizabeth DeVilbiss	Monika Pokharel
Gaury Adhikary	Subarna M Dhital	Ananta Risal
Rupak Aryal	Bhargab Dixit	Binod Shah
Sunita Aryal	Prerana Dixit	Sunil Sharma
Ted Barnett	Rekha Hamal	Fred Shepardson
Buddha Basnyat	Rupa Hamal	Julia Shepardson
Shatrughan Bastola	Prakash Kafle	Nabin Shrestha
Sunita Bastola	Arjun Karki	Shrijana Shrestha
Allison Brustin	Richard Katzman	Kristin Stueber
Marvin Brustin	Janak Koirala	Brendan Thompson
Mary Carroll	Manoj Nepal
Suman Timsina
Khagendra Chetry	Tara Niraula
Libby Wilson

 

Minutes

SESSION I  -  INAUGURATION

The meeting was called to order by Bhargab Dixit.

Bhargab Dixit welcomed the guest and gave a brief introduction about ANMF’s activities.

His Excellency Dr. Suresh C. Chalise, Ambassador of Nepal to the United States, gave the inaugural remarks. He spoke on the importance of providing access and health services to all segments of Nepali society and praised ANMF for its efforts to help alleviate the disease burden in Nepal.

SESSION II  -  INFECTIOUS DISEASE IN NEPAL

Dr. Shatrughan Bastola provided an overview of infectious disease as the major cause of morbidity and mortality of both adults and children in Nepal. He recommended increased political commitment, international collaboration and surveillance as some means to combat this problem.

Dr. Buddha Basnyat spoke on the high prevalence of Typhoid fever found in South Asian countries, particularly in Nepal. He provided some recent research regarding antibiotic susceptibility of the organism that causes typhoid.

Dr. Arjun Karki briefed the audience on the evolution of the Patan Academy of Health Sciences (PAHS), its desire to provide a new generation of physicians that are socially responsible and committed to serving the health needs of Nepal.

Dr Suresh Jaiswal, a medical resident, spoke of his research in surveying the knowledge, attitude, and practices of Nepali middle school students towards HIV/STD’s.

Mr. Jim Harrison, Executive Director of Mission Relief Services, provided an overview of his organization's efforts to ship medical equipment and supplies to developing countries. He works closely with Friends of Patan Hospital in helping to supply the new Maternal and Child Ward at Patan Hospital. The cost to transport a container to Nepal is between $8,000 and $10,000.

SESSION III  -  ANMF ANNUAL REPORT

Arjun Karki gave a report from ANMF/Nepal. Some challenges in the areas of project monitoring, increasing project proposals through outreach, and possibility of obtaining an office. A new computer was also requested. With the improvement in political environment, CME will be able to continue.

Rupa Hamal gave the treasurer's report.

Fred Shepardson gave an update on the website which shows increasing usage over time.

Gaury Adhikary gave an update on Nepalese Americas Council (NAC) and it's role as an umbrella organization for North America based Nepali organizations.

Janak Koirala gave an overview of the previous CME’s and informed the audience of the Infectious Disease CME this fall in Nepal. A CME on Hematology/Oncology is planned for 2009.

Rekha Hamal gave an update on the membership committee showing 328 members past and present.

SESSION IV  -  HEALTH CARE PROJECTS IN NEPAL

Julia Shepardson presented an overview of current ANMF projects.

Mother and Child Health Clinic Lab:  Julia, on behalf of Jeanne Herbert, presented an update on the Mother and Child Health Clinic Lab project. The lab technician that was trained at Kathmandu Model Hospital left for another job and was recently replaced by a new technician. Mountain Fund has discontinued ties with this project.

Hospice Education:  The successful completion of the Hospice Nepal project was reviewed by Bhargab Dixit. Multiple courses and workshops for both a medical and non-medical audience were completed in different locations all receiving good feedback from the participants.

Cardiac Electrophysiology Training:  Gaury Adhikary reported that the Cardiac Electrophysiology Training project at the Heart Institute in Singapore is going well with the trainee from Gangalal Heart Centre starting the yearlong assignment in March 2008. Thus far he is being trained under an international faculty and has done numerous procedures.

Medical Education Unit:  Janak Koirala reported that the Medical Education Unit project at Patan Hospital has provided computer resources throughout the year and he felt these equipments were essential in enhancing training of students.

Uterine Prolapse Documentary:  Binod Shah reported that the Uterine Prolapse Documentary project has been terminated due to lack of interest and funding from the Nepal side.

Snakebite First Aid Training:  Fred Shepardson reported that the Snakebite First Aid Training project was a success as it met and exceeded its goals of education and awareness for groups of traditional healers and lay persons in the villages.

Pediatric Ophthalmology:  Sunil Sharma presented a report on the pediatric ophthalmology project, which started in the end of April with the beginnings of screening of patients, training of village health workers, and treatment of patients at the B.P. Koirala Institute of Health Sciences. Some of the equipments have been purchased and others are pending.

SESSION V  -  DEVELOPMENT PROJECTS AND REPORTS

Nyaya Health:  Shaan Chaturvedi was unable to make it in time to give his presentation, but project manager Dick Katzman was able to speak to the project and reported that the collaboration between Nyaya and ANMF has been very productive to date and promises to continue to be so in the future.

Nepal Cardiovascular Program:  Sunil Sharma reported that the Nepal Cardiovascular project was successful in training the first batch of advanced cardiac life support (ACLS) providers from various institutions in Nepal. A National Steering Committee has been formed whose goal will be to provide further oversight, curriculum development and certifications so that ACLS training becomes standardized throughout Nepal.

Nick Simons Institute:  The goals and projects of the Nick Simons Institute (NSI) were reviewed by Buddha Basnyat, a Board Member of NSI. ANMF has adopted NSI as a long term development project.

Healthy Nepal Initiative:  Ananta Risal made a presentation on the Healthy Nepal Initiative.

SESSION VI  -  PROJECTS DISCUSSION

Members present discussed current projects as well as proposals for the coming year. Further discussion will continue at the next day Board Meeting on June 22.

BYLAWS

Members approved amendments to the Bylaws presented by the Chairman.

BOARD OF DIRECTORS

Members re-elected the following Directors, whose terms are expiring, to a new three-year term: Gaury Adhikary, Bob Gerzoff, Rekha Hamal, Sangita Basnet, Sunil Sharma, Fred Shepardson, Kristin Stueber and Libby Wilson. Suman Timsina was elected to the Board to replace Sanjaya Khanal, whose term is expiring. Ananta Risal was elected to a new seat on the Board, increasing the Board to 28 members.

CONCLUDING REMARKS

Dr Barry Goldberg, Director, Ultrasound Research and Education Institute at Thomas Jefferson University, spoke on the development of this Institute and its role as a world leader in ultrasound training for developing countries. Currently, Patan Hospital has an ultrasound training program headed by a former graduate of this Institute.

Bhargab Dixit thanked the speakers and the participants for a successful meeting.

 

Amendments to the ANMF Bylaws

 

America Nepal Medical Foundation

Bylaws

 

Article I – Foundation

Section 1.  Name

The name of the foundation is America Nepal Medical Foundation (“ANMF”).

Section 2.  Objectives

The objective of ANMF is to promote the advancement of medical training and practice in Nepal.
 

Article II – Membership

Section 1.  Qualification

Any person subscribing to the objectives of ANMF and paying the membership fees fixed by the Board of Directors shall be deemed a Member in good standing of ANMF, subject to the provisions of this Article II.

Section 2.  Revocation

The Board of Directors, by a two-thirds majority at a meeting duly called at which a quorum is present of all the Directors, may revoke the membership of any Member.

Section 3.  Duties

It shall be the duty of the Members to:

a) elect the Board of Directors, and

b) register their current email addresses with the Secretary.

Section 4.  Meetings

Meetings of the membership Members may be held at any location in North America designated by the Board of Directors.

Section 5.  Annual Meeting

The Members shall hold a regular Annual Meeting for the purpose of organization, election of Directors, and the transaction of other business.

Section 6.  Special Meetings

Special Meetings of Members shall be called by a majority of all the Board of Directors.

Section 7.  Notice

Notice in writing (including electronic mail) of the time and place of any meeting of Members shall be sent by email to all Members not less than thirty (30) days prior to such meeting.

Section 8.  Quorum

The Members attending a meeting of the membership Members duly noticed shall constitute a quorum. Each Member in good standing attending a meeting in person shall have one vote.
 

Article III – Directors

Section 1.  Number

ANMF shall have a Board of Directors (the “Board”) comprised of from five (5) to thirty (30) persons (“Directors”), the number to be set from time to time by the Board.

Section 2.  Qualification

A Director in good standing must be a Member of ANMF in good standing, subject to the provisions of this Article III and participation standards that may be set from time to time by the Board.

Section 3.  Election

Each year, the Members attending the Annual Meeting of Members will, in accordance with this section, elect Directors to fill any vacancies on the Board and to replace those Directors whose terms have expired.

The Board in office at the time notice is given for the Annual Meeting of Members shall nominate a slate of candidates for the vacant and expired terms on the Board. Additional candidates may be nominated at the Annual Meeting of Members by any Member in attendance.

Each Member in good standing shall cast one vote per for each vacancy and expired term, and allocate no more than one vote per candidate, with voting being by ballot if requested by any Member. The candidates receiving the highest number of votes shall be elected.

Section 4.  Term

Directors will be elected for terms set by the Board, but not exceeding three years. Directors duly re-elected may serve consecutive terms. A Director’s term expires at the time of the Annual Meeting of Members in the calendar year in which his or her term is due to expire. Each Director elected by the Members shall hold office until expiration of the term for which elected and until his or her successor is elected and qualifies, or until his or her death, resignation, or removal; whichever is earliest.

Section 5.  Vacancies

Vacancies on the Board shall exist on the death, resignation or removal of any Director; and whenever the number of authorized Directors is increased; and whenever the Members fail to elect Directors. A Director not in good standing may be removed by a majority of all the Directors then in office in good standing. Any Director may be removed without cause by a two-thirds majority of all the Directors in good standing then in office. Any Director may resign by giving written email notice to the Board. No Director may resign if ANMF would then be left without a duly elected Director, except upon notice to the Attorney General.

Vacancies on the Board may be filled by majority action of the Board at a meeting duly called at which a quorum is present. A person Director elected by the Board to fill a vacancy shall hold office until the next Annual Meeting of Members, at which time the office will again be vacant.

Section 6.  Powers

Subject to the provisions of law and any limitations in the Certificate of Incorporation and these Bylaws, the activities and affairs of ANMF shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.

Section 7.  Duties

It shall be the duty of the Board to:

a) set the overall direction of ANMF;

b) ensure that ANMF is solvent and operating in a financially prudent manner;

c) perform any and all duties imposed on them collectively or individually by law, by the Certificate of Incorporation of ANMF, or by these Bylaws;

d) elect the Officers;

e) supervise all officers, agents and employees of ANMF to assure that their duties are performed properly; and

f) meet at such times and places as required by these Bylaws.

Section 8.  Meetings

Meetings of the Board shall be on reasonable notice and may be by telephone or other electronic means through which each participant can communicate with all of the other participants concurrently.

Section 9.  Annual Meeting

Immediately following each Annual Meeting of Members there shall be an Annual Meeting of the Board for the purpose of election of Officers and the transaction of other business.

Section 10.  Special Meetings

Special meetings of the Board may be called by the Chairperson of the Board, the Treasurer, the Secretary, or by either a third of the Board then in office Directors or by five Directors, whichever is lesser, and such meetings shall be held at the place designated by the person or persons calling the meeting.

Section 11.  Notice

Notice of the time and place of any meeting of the Board shall be given by email to all Directors reasonably in advance of such meeting. 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 is present and provided that either before or after the meeting each Director 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 corporate records or made a part of the minutes of the meeting.

Section 12.  Quorum

A quorum shall consist of a majority of the Board members Directors in good standing then in office. The Directors 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 at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage number as may be required by these Bylaws. Each Director attending a meeting in person shall have one vote and such voting may not be done by proxy.

Section 13.  Action Without Meeting

Action by the Board may be taken without a meeting, by ballot on the ANMF website, provided: such action is unanimous and evidenced in writing signed by each member entitled to notice and to vote all Directors are given notice by email of such web ballot; all Directors have at least five days from the time of such notice being given to record their vote; and such action is approved by a majority of all the Directors or such greater or lesser number as may be required by these Bylaws.

Section 14.  Liability

The Directors shall not be personally liable for the debts, liabilities, or other obligations of ANMF.
 

Article IV – Officers

Section 1.  Number

The Officers of ANMF shall be a Chairperson of the Board, a Secretary, and a Treasurer. ANMF may also have, as determined by the Board, a President, an Executive Director, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the Chairperson of the Board.

Section 2.  Qualification

Any Director may serve as Chairperson of the Board, Secretary or Treasurer, and any person may serve as any other officer. The 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 qualified, whichever occurs first. Other officers shall be elected or appointed as determined by the Board, and shall serve terms, have authority, and perform duties as may be prescribed from time to time by the Board.

Section 3.  Chairperson

The Chairperson of the Board shall preside at all meetings of the Board. In the absence or disability of the Chairperson of the Board, the Board shall designate one of the Directors present to act in his or her place. The Chairperson of the Board shall perform any other duties as may be required by law or which may be prescribed from time to time by the Board.

Section 4.  Secretary

The Secretary shall:

a) certify and keep the original or a copy of these Bylaws as amended or otherwise altered to date;

b) keep a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;

c) keep a record of all web ballots conducted via the ANMF website, recording therein the time of holding, the names of those participating, and the outcome thereof;

c) d) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

d) e) be custodian of the records and of the seal of ANMF and see that the seal is affixed to all duly executed documents, the execution of which on behalf of ANMF under its seal is authorized required by law or these Bylaws;

e) f) in general, perform all duties incident to the office of Secretary and such other duties as may be required by law, or by these Bylaws, or which may be assigned to him or her from time to time by the Board.

Section 5.  Treasurer

The Treasurer shall:

a) have charge and custody of, and be responsible for, all funds and securities of ANMF, and deposit all such funds in the name of ANMF in such banks, trust companies, or other depositories as shall be selected by the Board;

b) receive, and give receipt for, monies due and payable to ANMF from any source whatsoever;

c) disburse, or cause to be disbursed, the funds of ANMF as may be directed by the Board, taking proper vouchers for such disbursements;

d) keep and maintain adequate and correct accounts of ANMF's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;

e) exhibit at all reasonable times the books of account and financial records to any Director of ANMF, or to his or her agent or attorney, on request therefore;

f) render to the Chairperson of the Board and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of ANMF;

g) prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports; and

h) in general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, or by these Bylaws, or which may be assigned to him or her from time to time by the Board.
 

Article V – Committees

Section 1.  Executive Committee

The Board may, by a majority vote of Directors action, designate three (3) or more of its members Directors 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 ANMF, except with respect to:

a) the approval of any action which, under law or the provisions of these Bylaws, requires the approval of a majority of all the full Board then in office Directors;

b) the removal of any Director;

b) c) the filling of vacancies on the Board or on any committee which has the authority of the Board;

c) d) the fixing of compensation of the Directors for serving on the Board or on any committee;

d) e) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; and

e) f) the appointment of committees of the Board or the members thereof.

The Executive Committee will at least be composed of the Chairperson of the Board, Treasurer, and Secretary. By The Board, by a majority vote of its members then in office action, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease, but not below three (3), the number of its members, and fill vacancies therein from the members of the Board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

Section 2.  Other Committees

ANMF shall have such other committees as may from time to time be designated by resolution of the Board. Members of such other committees need not be Members of ANMF. These additional committees shall act only in an advisory capacity to the Board.

Section 3.  Meetings and Actions

Meetings and actions of the Executive Committee 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 Executive Committee and its members for the Board and its members. The Board may also adopt rules and regulations pertaining to the conduct of meetings of any other committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
 

Article VI – Amendments

Section 1. Amendment

These Bylaws may be amended or repealed by a majority of the Members in good standing present and voting at an a duly noticed Annual or Special Meeting of members Members on notice duly given.
 

Certificate

This is to certify that the foregoing is a true and correct copy of the Bylaws of the America Nepal Medical Foundation and that such Bylaws were duly adopted by the Members and Founding Members of said corporation on June 15, 2002 21, 2008.

Julia Shepardson Sunil Sharma, Secretary, June 15, 2002 21, 2008