Pan-American Medical Association

Bylaws

Article I: Name and Organizational Characteristics

Section 1.1 Name

The name of this organization shall be the Pan-American Medical Association (hereinafter referred to as “PAMA”).

Section 1.2 Incorporation and Legal Status

PAMA is incorporated as a nonprofit corporation under the laws of the State of Washington.

Section 1.3 Scope and Jurisdiction

PAMA operates at international, national, and regional levels, with a primary focus on advancing medical collaboration, humanitarian aid, and professional development across the Americas.

Section 1.4 Independence

PAMA is an independent organization with no parent affiliation. It is governed solely by its own bylaws and the authority of its duly elected officers and board.

Article II: Purpose

Section 2.1 Mission Statement

The Pan-American Medical Association (PAMA) is committed to empowering medical professionals to improve their communities by bridging healthcare disparities across the Americas and the Caribbean.

Section 2.2 Scope of Purpose

PAMA’s mission extends beyond the provision of medical care. It seeks to foster a dynamic and inclusive network of healthcare providers who are equipped with the knowledge, resources, and support necessary to serve underserved populations effectively.

Section 2.3 Vision for Impact

Through collaborative action, strategic resource mobilization, and professional development, PAMA envisions a future in which healthcare disparities are eliminated and every community across the Americas and the Caribbean has access to equitable, high-quality care.

Article III: Membership

Section 3.1 Eligibility

Membership in the Pan-American Medical Association (PAMA) is open to all medical professionals committed to advancing healthcare equity across the Americas and the Caribbean. Eligible individuals include:

· Licensed Physicians

· Resident Physicians

· Physician Assistants

· Nurse Practitioners

· Registered Nurses

· Medical Students

· General Membership

Section 3.2 Categories and Dues

Membership categories and associated monthly dues are as follows:

Category

Monthly Dues

Physicians

$25

Resident Physicians

$20

Physician Assistants

$20

Nurse Practitioners

$20

Registered Nurses

$20

Medical Students

General Membership

$15

Section 3.3 Rights and Privileges

All members shall have access to PAMA programs, resources, and communications.

· All Members shall hold voting rights in general membership votes and in extraordinary ratification meetings concerning amendments to the bylaws or other critical organizational decisions.

· Eligibility for leadership positions may be defined in subsequent sections of these bylaws.

Section 3.4 Application Process

Applicants shall submit a membership form and dues payment. Membership shall be granted upon verification of professional status and receipt of dues. No letters of endorsement or peer vote shall be required.

Section 3.5 Dues Exemptions and Hardship Waivers

PAMA may grant temporary dues exemptions for members experiencing financial hardship, active military service, or humanitarian deployment. Requests shall be reviewed by the Membership Committee.

Section 3.6 Delinquency and Termination

Members who fail to pay dues within 60 days of the due date shall receive written notice. If payment is not received within 30 days of notice, membership may be suspended or terminated.

Article IV: Meetings

Section 4.1 Quarterly General Meetings

PAMA shall hold mandatory quarterly meetings of the Board of Directors and designated committees. These meetings shall include, but are not limited to:

· Voting on organizational matters

· Review and approval of financial reports

· Program implementation updates

· Presentation of research initiatives

· Introduction and discussion of new ideas

Section 4.2 Biweekly Operational Meetings

Biweekly meetings shall be held on Mondays to review progress reports, assess ongoing initiatives, and coordinate logistics across departments and committees.

Section 4.3 Monthly Strategic Meetings

Monthly meetings shall be convened to:

· Implement board-approved projects

· Modify or restructure existing initiatives

· Evaluate and integrate new proposals from board members

These meetings are closed to general membership, except as specified in Section 4.4.

Section 4.4 Monthly Open Membership Meeting

A general membership meeting shall be held on the second Wednesday of each month, open to all members. This forum shall provide updates, invite feedback, and foster engagement across the membership base.

Section 4.5 Annual Fiscal Review and Celebration

An annual fiscal analysis shall be conducted on December 10th, followed by a celebratory event recognizing organizational achievements and member contributions.

Section 4.6 Nominating Committee

PAMA shall establish a Nominating Committee responsible for identifying and vetting candidates for officer and board positions. The composition, duties, and procedures of the committee shall be defined in Article V.

Article V: Officers

Section 5.1 Officer Titles

The elected officers of the Pan-American Medical Association (PAMA) shall be:

· President

· Vice President

· Secretary

· Treasurer

Section 5.2 Duties of Officers

· President: Serves as the chief executive officer, presides over meetings, represents the Association publicly, and ensures implementation of board decisions.

· Vice President: Assists the President and assumes presidential duties in their absence.

· Secretary: Maintains official records, meeting minutes, and correspondence.

· Treasurer: Oversees financial records, prepares financial reports, and ensures fiscal accountability.

Section 5.3 Term and Tenure

Officers shall serve a term of two years, with eligibility for re-election to the same office for one additional consecutive term.

Section 5.4 Election Process

· Elections shall be held during the final quarterly meeting of the calendar year.

· Voting shall be conducted by secret ballot or secure electronic means, as determined by the Board.

· A simple majority of voting members present shall be required to elect an officer.

Section 5.5 Nominating Committee

A Nominating Committee shall be established at least 60 days prior to elections. It shall:

· Be composed of at least three members, including one past officer (if available) and two members not currently serving as officers.

· Solicit nominations from the general membership.

· Vet candidates for eligibility and willingness to serve.

· Present a slate of candidates to the membership no later than 30 days before the election.

Section 5.6 Vacancies and Removal

· In the event of a vacancy, the Board shall appoint an interim officer until the next scheduled election.

· An officer may be removed by a two-thirds vote of the Board for cause, including failure to perform duties or conduct detrimental to the Association.

Article VI: Governing Board

Section 6.1 Name and Structure

The governing body of the Pan-American Medical Association (PAMA) shall be known as the Solidarity Medical Impact Board (SMIB).

Section 6.2 Composition and Term

The SMIB shall consist of six (6) members, each elected to serve a five-year term. Board members may be re-elected upon completion of their term.

Section 6.3 Eligibility Requirements

To be eligible for election to the SMIB, candidates must:

· Be active members of PAMA in good standing

· Demonstrate commitment to the mission of the Association

· Have raised or contributed a minimum of $2,000 USD toward PAMA initiatives

· Successfully organize and complete at least two fundraising campaigns in support of PAMA’s programs, demonstrating sustained allegiance to the organization

Section 6.4 Founder’s Role and Voting Rights Dr. Uriel Ramirez, M.D., is the founder of PAMA and shall:

· Hold a permanent voting seat on the SMIB

· Be considered essential to all board votes, which may not proceed without his participation

· Be irremovable from the Board except in cases of verified cognitive impairment or inability to fulfill duties due to health, as confirmed by a formal medical notice from a licensed physician

Section 6.5 Duties and Accountability

Each board member shall fulfill the specific duties assigned at the time of their election, which may include oversight of programs, fundraising, strategic planning, or coalition coordination.

Section 6.6 Removal of Board Members

Any board member, except the founder, who is deemed unfit for their assigned role may be subject to removal by a majority vote of the remaining board members. Grounds for removal include failure to perform assigned duties, conduct detrimental to the Association, or breach of fiduciary responsibility.

Section 6.7 Fiduciary Responsibility

Board members shall act in the best interest of PAMA, exercising care, diligence, and integrity in all decisions and actions. They shall uphold the mission and values of the Association and maintain transparency in all fiduciary matters.

Article VII: Committees and Task Forces

Section 7.1 Standing Committees

PAMA shall maintain the following standing committees to support its mission and operations:

· Ethics Committee: Oversees adherence to professional standards, reviews conduct concerns, and promotes ethical practices across all programs.

· Membership Committee: Manages recruitment, onboarding, eligibility review, and member engagement strategies.

· Finance Committee: Oversees budgeting, financial planning, and fiscal accountability.

· Research Committee: Supports and evaluates medical research initiatives, data collection, and evidence-based programming.

Section 7.2 Committee Reporting

Each standing committee shall report its activities and findings quarterly during the scheduled general meetings. Reports shall include progress updates, challenges, and recommendations for board consideration.

Section 7.3 Solidarity Medical Impact Teams (SMIT)

The Solidarity Medical Impact Teams (SMIT) shall serve as a foundational operational structure within PAMA. These teams:

· Integrate across all standing committees to provide strategic and logistical support

· Represent the core implementation arm of PAMA’s humanitarian and medical programs

· May be composed of members from various professional backgrounds and geographic regions

· Shall be empowered to initiate field operations, mobilize resources, and execute board-approved initiatives

Section 7.4 Ad Hoc Committees and Task Forces

The Board may establish ad hoc committees or task forces as needed to address specific issues, projects, or opportunities. These entities shall have defined scopes, durations, and reporting obligations.

Article VIII: Disciplinary Proceedings

Section 8.1 Grounds for Disciplinary Action

Members of the Pan-American Medical Association (PAMA) are expected to uphold the highest standards of professional conduct and ethical responsibility. Grounds for disciplinary action, including suspension or excommunication, include but are not limited to:

· Money laundering or financial misconduct

· Sexually explicit or nude content shared via social media or public platforms

· Abusive behavior, including spousal abuse or interpersonal violence

· Gender inequality, discriminatory practices, or harassment

· Racial slurs or hate speech

· Any malicious intent or action that damages the integrity, reputation, or mission of PAMA

Section 8.2 Investigation and Review

Allegations of misconduct shall be reviewed by the Ethics Committee, which will:

· Conduct a confidential investigation

· Gather relevant evidence and testimony

· Determine whether the allegations warrant formal disciplinary proceedings

Section 8.3 Hearing Procedures

If disciplinary action is deemed necessary:

· The accused member shall receive written notice of the charges and proposed actions

· A hearing shall be scheduled, allowing the member to present a defense

· The Ethics Committee shall make a recommendation to the Board of Directors

Section 8.4 Decision and Enforcement

Final decisions shall be made by the Board of Directors, requiring a two-thirds majority vote for excommunication or suspension. The decision shall be communicated in writing to the member and recorded in the Association’s official records.

Section 8.5 Appeals

Members may submit a written appeal within 30 days of the decision. Appeals shall be reviewed by an independent panel appointed by the Board, and their decision shall be final.

Section 8.6 Confidentiality and Protection

All disciplinary proceedings shall be conducted with strict confidentiality. Retaliation against whistleblowers or complainants is strictly prohibited and may itself be grounds for disciplinary action.

Article IX: Parliamentary Authority

Section 9.1 Governing Procedures

The Pan-American Medical Association (PAMA) shall conduct all meetings, elections, and official deliberations in accordance with recognized parliamentary procedures to ensure fairness, transparency, and order.

Section 9.2 Reference Text

Unless otherwise specified in these bylaws, the parliamentary authority for PAMA shall be Robert’s Rules of Order, Newly Revised, which shall govern the conduct of meetings and decision-making processes in all cases where applicable and not inconsistent with these bylaws or any special rules adopted by the Association.

Section 9.3 Interpretation and Enforcement

The President, or a designated Parliamentarian appointed by the Board, shall interpret and enforce parliamentary procedures during meetings. In cases of dispute, the Board may vote to affirm or override procedural rulings.

Section 9.4 Special Rules of Order

PAMA may adopt special rules of order to address unique organizational needs. Such rules must be approved by a two-thirds vote of the Board and shall be appended to the bylaws for reference.

Article X: Amendments

Section 10.1 Proposal and Notice

Proposed amendments to these bylaws must be submitted in writing to the Board of Directors. Upon receipt, the Board shall issue a formal notice to all voting members at least four (4) months prior to any vote. The notice shall include the full text of the proposed amendment, rationale, and potential impact.

Section 10.2 Voting Thresholds

Amendments shall be adopted only if they meet the following three-tier voting thresholds:

1. Board Approval: A minimum of two-thirds (⅔) of the Board of Directors must approve the proposed amendment.

2. Committee Review: The relevant standing committee(s) must review and endorse the amendment by majority vote.

3. General Membership Vote: Final ratification requires a three-fourths (¾) majority of voting members present at a duly called general membership meeting.

Section 10.3 Implementation Upon ratification, the amendment shall take effect immediately unless otherwise specified in the proposal. All members shall be notified of the change within 30 days of adoption.

Article XI: Emergency Bylaws

Section 11.1 Activation of Emergency Protocol

In the event of a catastrophic occurrence or emergency situation—including but not limited to natural disasters, public health crises, civil unrest, or operational incapacitation—the Solidarity Medical Impact Teams (SMIT) shall be authorized to activate the Disaster Protocol.

Section 11.2 Protocol Development and Oversight

The Disaster Protocol shall be:

· Developed and maintained by the SMIT

· Reviewed and formally authorized by the Solidarity Medical Impact Board (SMIB)

· Updated annually or as needed to reflect evolving risks and operational needs

Section 11.3 Emergency Governance

During an emergency:

· The SMIT shall assume operational leadership to ensure continuity of PAMA’s mission and services

· The SMIB shall retain strategic oversight and fiduciary authority

· Emergency decisions, including temporary amendments to these bylaws, may be enacted by a unanimous vote of the SMIB, with the founder’s participation required

Section 11.4 Ratification of Emergency Amendments

Any bylaws enacted under emergency conditions shall be:

· Documented and communicated to all members within 30 days

· Subject to formal ratification by the general membership at the next scheduled open meeting

· Reviewed for permanent adoption, revision, or repeal within six months of enactment

Article XII: Coalition Partners and Community Representation

Section 12.1 Advisory Role of Coalition Partners

Coalition partners may serve as advisors and collaborators to the Pan-American Medical Association (PAMA), offering expertise, resources, and strategic counsel. However, no coalition partner shall hold authority over the Solidarity Medical Impact Board (SMIB) or its decisions.

Section 12.2 Final Authority of the SMIB

The SMIB retains full and final decision-making authority over all organizational matters. While coalition partners may be consulted, their input shall not override the governance or fiduciary responsibilities of the SMIB.

Section 12.3 Cultural and Regional Considerations

In all decisions, the SMIB shall give due consideration to the language, culture, and lived realities of the region in which PAMA operates. Representation of local communities shall be prioritized to ensure ethical, effective, and inclusive outcomes.

Section 12.4 Role of the Solidarity Medical Impact Teams (SMIT)

The SMIT shall serve as the primary conduit for community representation and field-level insight. No decision affecting a community shall be made without direct input and representation from that community through the SMIT.

Section 12.5 SMIT Authority to Refute Decisions

If the SMIT determines that a decision made by the SMIB is misaligned with community needs or ethical standards, it may formally refute the decision and request reconsideration. The SMIB shall then revisit the decision within two (2) weeks, incorporating SMIT’s recommendations with the utmost respect and seriousness.

Section 12.6 Mutual Respect and Collaboration

The SMIB shall treat the SMIT as a strategic and moral authority on community matters. All deliberations shall reflect a spirit of solidarity, mutual respect, and shared mission.

Article XIII: Tokenomics and Blockchain Integration

Section 13.1 Purpose and Scope

The Pan-American Medical Association (PAMA) shall implement a blockchain-based token system, known as the PAMA Token, to enhance transparency, security, and operational efficiency across its financial and governance activities.

Section 13.2 Definition of Tokenomics

Tokenomics refers to the economic system and incentive structure designed around the PAMA Token. It governs how tokens are created, distributed, and utilized within the organization, shaping member behavior and supporting sustainable growth.

Section 13.3 Benefits and Applications

The PAMA Token shall be used to:

· Facilitate internal transactions (payments, reimbursements, procurement)

· Incentivize participation and reward contributions from members, volunteers, and partners

· Enable decentralized governance through token-based voting rights

· Support fundraising and grant distribution with full auditability

· Automate operations via smart contracts to reduce administrative overhead

Section 13.4 Blockchain Consensus

PAMA shall utilize the Pi Network as its primary blockchain consensus mechanism, chosen for its energy efficiency, scalability, and community alignment. All token transactions shall be validated through Pi’s trusted protocol.

Section 13.5 Token Creation and Distribution

· Tokens shall be minted according to predefined rules, with a capped supply to maintain value

· Distribution shall be based on contribution, investment, or participation

· Fiat-to-token conversion shall be enabled via authorized on-ramp services and secure wallet integration

Section 13.6 Governance Participation

Token holders may be granted voting rights on key organizational decisions, subject to thresholds and procedures defined by the SMIB. Token-based governance shall complement, not replace, existing board and membership voting structures.

Section 13.7 Compliance and Security

3 All token-related activities shall comply with applicable financial and data protection regulations. Transactions shall be cryptographically secured and recorded on the blockchain for full transparency and auditability.

Section 13.8 Oversight and Reporting

The Finance Committee, in coordination with the SMIB, shall oversee token operations. Quarterly reports shall include token activity summaries, grant distributions, and fundraising outcomes.

Section 13.9 Amendments and Expansion

This section may be amended to reflect evolving blockchain standards, regulatory requirements, or strategic expansions. Any changes shall follow the amendment procedures outlined in Article X.

Article XIV: Founder’s Ratification

I, Dr. Uriel Ramirez, M.D., as the founder of the Pan-American Medical Association (PAMA), hereby affirm that I have reviewed, approved, and ratified these bylaws in their entirety. I recognize them as the official governing framework of the organization and commit to upholding their principles, procedures, and protections in service to our mission.

By signing below, I formally enact these bylaws and authorize their immediate implementation across all levels of PAMA’s operations, leadership, and membership.

Date of Ratification: 11/09/2025

Founder’s Signature

Name: Uriel Ramirez M.D.

Title; Founder

Signature: On File

Date Signed: 11/09/2025