WMA-Articles-and-Bylaws-Oct2016

Last Revised October 2016 32.2/Oct2016
Original: English
ARTICLES AND BYLAWS
of
THE WORLD MEDICAL ASSOCIATION, INC.
These Articles and Bylaws were adopted at the
32nd World Medical Assembly, November 1978
and amended by the
34th World Medical Assembly, September/October 1981
35th World Medical Assembly, October 1983
36th World Medical Assembly, October 1984
38th World Medical Assembly, October 1986
40th World Medical Assembly, September 1988
41st World Medical Assembly, September 1989
42nd World Medical Assembly, October 1990
45th World Medical Assembly, October 1993
47th WMA General Assembly, September 1995
48th WMA General Assembly, October 1996
WMA General Assembly, Washington 2002
WMA General Assembly, Pilanesberg 2006
WMA General Assembly, Vancouver 2010, and the
WMA General Assembly, Montevideo 2011
WMA General Assembly, Bangkok 2012
WMA General Assembly, Taipei 2016
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ARTICLES
1. NAME: The name of the Association shall be, THE WORLD MEDICAL ASSOCIATION,
INC.
2. OBJECTIVES: The purpose of the Association shall be to serve humanity by endeavouring
to achieve the highest international standards in medical education, medical science, medical
art and medical ethics, and health care for all people of the world.
3. MEMBERSHIP: The membership of the Association shall be limited to the National, non-
governmental, associations of physicians meeting the criteria established in the Bylaws.
4. GENERAL ASSEMBLY: The General Assembly shall be composed of representatives of
those National associations of physicians that are members of the Association. Such
representatives shall be selected as provided in the Bylaws. The General Assembly shall
establish the policies of the Association and shall have such other duties as are provided in the
Bylaws.
5. COUNCIL: The property, affairs, business and concerns of the Association shall be vested in
the Board of Directors which shall be known as the Council. The membership of the Council
shall be as provided in the Bylaws.
6. OFFICERS: There shall be the following Officers of the Association: a President, a
President-Elect, an Immediate Past President, a Chairman and Vice-Chairman of the Council,
and a Treasurer. The Officers shall be elected in such manner and shall hold office for such
term, and shall have and enjoy such duties, powers and privileges as may be determined from
by the Bylaws.
7. DISSOLUTION: A decision to dissolve the Association shall require the consent of at least
two-thirds of the member-associations; it shall be taken at a meeting of the General Assembly
specially called for the purpose. If two-thirds of the member-associations are not represented at
that meeting, a referendum of member-associations shall be taken on the question of
dissolution and on the method of dealing with the funds of the Association in the event of
dissolution. Provided that in the event of the dissolution of the Association, its assets shall be
distributed to one or more tax-exempt organizations, organized and operated exclusively for
charitable, scientific or educational purposes whose general purposes are similar to the
objectives for which the Association was established.
8. AMENDMENTS: Any amendment to these Articles shall require the affirmative vote of two-
thirds of the members of the General Assembly, provided that the proposed amendment shall
have been delivered to the Secretariat not less than nine months before the meeting at which it
is to be considered.
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BYLAWS
CHAPTER I – MEMBERSHIP 5
Section 1. Constituent Members 5
Section 2. Admittance into Constituent Membership 6
Section 3. Obligations of Constituent Members 6
Section 4. Discipline 6
Section 5. Termination of Membership 7
Section 6. Other Classifications of Membership 8
CHAPTER II – REGIONS 8
Section 1. Regions 8
Section 2. Regional Secretariats 8
Section 3. Regional Meetings 9
CHAPTER III – DUES 9
Section 1. Determination of Amount 9
Section 2. Assessment and Due Date 9
Section 3. Delinquency 9
CHAPTER IV – GENERAL ASSEMBLY 9
Section 1. Meetings 9
Section 2. Responsibilities of the General Assembly 10
Section 3. Composition 10
Section 4. Qualifications and Certification of Delegates and Alternate Delegates 11
Section 5. Credentials Committee 11
Section 6. Voting in the General Assembly 12
Section 7. Quorum 13
Section 9. Procedure 13
Section 10. Minutes 13
CHAPTER V – COUNCIL 13
Section 1. Meetings of the Council 14
Section 2. Members of Council 14
Section 3. Ex-Officio Members of Council 15
Section 4. Qualifications of Council Members 15
Section 5. Terms of Council Members 16
Section 6. Chair and Vice-Chair 16
Section 7. Voting in the Council 16
Section 8. Quorum 16
Section 9. Procedure 16
Section 10. Minutes of Council Meetings 17
Section 11. Executive Committee 17
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CHAPTER VI – OFFICERS 17
Section 1. President 17
Section 2. Chair of the Council 19
Section 3. Vice-Chair of the Council 21
Section 4. Treasurer 21
CHAPTER VII – FINANCE 22
Section 1. Fiscal Year 22
Section 2. Expenses of Members of Council and Officers 22
Section 3. Expenses of Delegates 23
Section 4. Secretarial and Editorial Expenses 23
Section 5. Accounts 23
Section 6. Annual and Financial Papers 23
Section 7. Audit 23
Section 8. Financial Support 23
CHAPTER VIII – SECRETARIAT 23
Section 1. Secretary General 23
Section 2. Successor 24
Section 3. Secretariat Office 24
CHAPTER IX – OFFICIAL LANGUAGES 24
CHAPTER X – AMENDMENTS 24
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CHAPTER I – MEMBERSHIP
Section 1. Constituent Members
It is the goal of the World Medical Association to expand its membership to be representative of all
the countries of the world. National Associations of Physicians (sometimes referred to herein as
National Medical Associations) shall be eligible for Constituent membership in the Association,
provided that each such National Medical Association meets the following criteria:
A) Such association is broadly representative of the physicians of the country by virtue of its
membership.
i) Membership in the national medical association is available to all licensed physicians in
the country.
ii) The bylaws of the national medical association provide for a system of representation that
includes opportunities for all physician members to participate in establishing the policy of
the association.
B) Such association is not an agency or office of the government, nor shall it be subject to or
controlled by any office or agency of government. However, the fact that it may be subject to
specific laws which are designed to limit or regulate the association shall not disqualify the
applicant. The Council shall determine that the applying association is free to represent the
professional interests of its physician members within the country, without political or
governmental interference or control.
C) Such association’s policies and activities reflect the professional interests of physicians by
limiting its voting membership to physicians and medical students.
i) For purposes of this section a physician is defined as one who has received a contemporary
education in medicine and who holds a diploma or a degree in medicine from an
educational institution recognized by the National Medical Association of his/her country,
and who is licensed to practice medicine in his/her country.
ii) A National Medical Association that includes dentists in its membership shall not be
disqualified from membership in the Association, provided that:
a) There is no separate National Association for dentists within the country, and
b) Dentists-Members of the National Medical Association shall not have the right to vote
on matters affecting the World Medical Association or on matters of policy within the
National Medical Association which may come before the World Medical
Association.
D) Only one National Medical Association from each country shall be eligible for membership,
with the exception that an additional National Medical Association from that country may
become a member under the following conditions:
i) If a separate customs territory exists within a country and the regulatory authority for the
customs territory exercises exclusive legal and regulatory authority over the licensing and
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credentialing of physicians practicing within the territorial limits of the customs territory,
and
ii) The physicians in the customs territory are represented by a medical association that has
been a Constituent Member of the World Medical Association for seven years or more,
and
iii) The medical association represents and continues to represent physicians of the customs
territory only, and
iv) The medical association meets and continues to meet the criteria specified in this Section
1.
The term « country » throughout these Bylaws shall mean « customs territory » for members
qualifying under these conditions.
E) Subject to Subparagraph D, the Council shall not accept an application from a National
Medical Association in any country already represented in the World Medical Association by a
National Medical Association. If applications are received from two or more National Medical
Associations from a country not already represented in the WMA, the Council shall
recommend to the General Assembly the one applicant that best meets the criteria for
Constituent Membership contained in the Bylaws.
Section 2. Admittance into Constituent Membership
Applications for Constituent Membership shall be made in writing to the Council and shall include
copies of the current governing documents of the national medical association, such as, but not
limited to, the Charter, and Articles and Bylaws of the Association. Applicants should be prepared
to provide such other and further information and documentation as the Council may request. After
appropriate study and investigation, the Council shall make a recommendation to the General
Assembly. The affirmative vote of a majority of the members of the General Assembly present and
voting shall be necessary to admit a candidate organization into Constituent Membership in the
World Medical Association.
Section 3. Obligations of Constituent Members
In addition to any other duties or obligations provided for in these Bylaws, each Constituent
Member association shall:
A) Do all in its power to promote knowledge of, and an active interest in, the objectives and work
of the Association;
B) Reply to inquiries and questionnaires from the Council as quickly as possible or within the time
limit specified by the Council; and
C) Keep the Council informed of any events or developments in its country that may be of interest
to the Association.
Section 4. Discipline
On receipt of a complaint from a constituent member that the conduct or policy of a constituent
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member is detrimental to the honor and interests of the medical profession, to the Association, or to
another constituent member, or is calculated to bring the profession into disrepute, the Council shall
submit said complaint to the constituent member concerned for a response. If deemed appropriate,
the Executive Committee shall gather additional information and conduct an independent review of
that information. If an Executive Committee member is a member of either the complaining party
or the subject of the complaint, or has any other real or perceived conflict of interest, he or she shall
be excused from participating in any effort by the Executive Committee to gather or assess
information. The complaint, the reply received, and any information obtained by the Executive
Committee shall be considered at the next meeting of the Council, at which representatives of both
parties shall be given the opportunity to speak. At least four months notice shall be given to each
party of the time and place of the meeting. The proceedings of the meeting, however, shall not be
invalidated by the absence of a representative of the defendant association, if due notice has been
given. If it is determined by the Council that the complaint has substantive merit and requires action
by the subject of the complaint the aim of this process is to correct the substantive content of that
complaint and resolve any dispute. If the Council wishes to recommend disciplinary action, after
due consideration of all the information and if efforts for dispute resolution are unsuccessful, the
Council shall provide a written report to the General Assembly, including all necessary
documentation related to the matter. In no event shall disciplinary action imposed by the General
Assembly be greater than the penalty recommended by the Council in its report.
Section 5. Termination of Membership
A) The Council, after notice to the Constituent Member concerned may, at any time, advise the
General Assembly that the Constituent Member no longer meets the criteria established in the
Bylaws and that its membership should be revoked. The Council shall specify the basis for its
conclusion, providing specific information and evidence to support it. The General Assembly
may either accept or reject the Council’s advice.
i) If the General Assembly rejects the Council’s advice, the matter is terminated and the
National Medical Association in question shall retain its Constituent Membership.
However, no such rejection by the General Assembly shall prevent further advice from the
Council at a later date.
ii) If the General Assembly accepts the Council’s advice, it shall direct the National Medical
Association in question to respond to the specific basis of the Council’s contention at the
next meeting of the General Assembly, at which time the General Assembly will hear such
evidence and argument as it deems appropriate, and shall then determine by vote of the
General Assembly whether the National Medical Association meets the criteria for
Constituent Membership or not. In no event shall membership be terminated prior to the
end of the calendar year.
B) In the event that a constituent member has not paid its dues for two consecutive calendar years,
the Secretary General shall formally notify such constituent member in writing that its
membership may be terminated unless payment is received within 90 days. The Secretary
General shall attempt to ascertain the reason for non-payment and may, at his/her discretion
and in consultation with the Chair of Council and the Treasurer, provide a one year extension
for the dues payment or make other suitable arrangements to help the member avoid
termination. The Council shall be informed of those constituent members that have been
terminated for failure to pay dues.
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C) Voluntary resignation by a member of the World Medical Association shall be made in writing
and shall become effective upon receipt by the Secretary General.
D) A Constituent member that has voluntary resigned, or has been terminated for non-payment of
dues, may not return to membership except by compliance with the provisions of Chapter I,
Section 2 of these Bylaws.
Section 6. Other Classifications of Membership
Upon recommendation of the Council, the General Assembly may establish such other
classifications of membership as may be deemed to be appropriate and in the best interests of the
Association. The rights and privileges as well as the dues for such other classifications of
membership shall be established by the General Assembly pursuant to the recommendation of the
Council.
CHAPTER II – REGIONS
Section 1. Regions
For purposes of determining the membership of the Council of the Association and to otherwise
assist in the administration of the affairs of the Association, the geographic regions indicated below
shall be designated as Regions within the Association. The Secretary General shall maintain an up-
to-date list of all Constituent Members and the region to which each has been assigned.
A) Europe
B) Asia
C) Pacific
D) Latin America and the Caribbean
E) Africa
F) North America
Section 2. Regional Secretariats
The Constituent Members of the Association within a Region may establish a Regional Secretariat
to administer such matters within the Region as the Constituent Members deem advisable. The
establishment of a Regional Secretariat shall not be construed as the creation of an official regional
chapter or any other formal body of the Association.
A) The establishment of such Regional Secretariat is voluntary. The expenses of its operation shall
not be charged to the Association.
B) The terms and conditions for the operation of a Regional Secretariat shall be determined by the
Constituent Members within the Region and shall be the responsibility of such Constituent
Members.
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C) Any Regional Secretariat shall be under the direction of the Secretary General and shall report
to the Secretary General upon request.
D) A regional Secretariat cannot act on behalf of the Association.
Section 3. Regional Meetings
Regional meetings of Council Members or of Constituent Members may be conducted, but shall not
constitute meetings of the Association and cannot obligate the Association to any policy position
adopted at any such regional meeting.
CHAPTER III – DUES
Section 1. Determination of Amount
The amount of dues for all members shall be determined by the Council, subject to ratification by
the General Assembly.
Section 2. Assessment and Due Date
All dues provided for by this chapter shall be assessed on an annual basis for each calendar year and
shall be due and paid on the first day of January in each year.
Section 3. Delinquency
No Constituent Member shall be permitted to vote in the Council or the General Assembly of the
Association unless the dues of said member shall have been paid in full prior to the meeting of the
Council or the General Assembly, as the case may be. This requirement may be waived for one
year due to extenuating circumstances by the Secretary General in consultation with the Chair of
Council, the Chair of the Finance and Planning Committee and the Treasurer.
CHAPTER IV – GENERAL ASSEMBLY
Section 1. Meetings
A) The General Assembly of the World Medical Association shall meet annually. Meetings of the
General Assembly shall be held at such time and place as determined by the General Assembly
on the recommendation of Council. However, if necessary in the sole judgment of the Council,
the time and place of such meeting may be changed by the Council.
B) A special meeting of the General Assembly shall be convened at any time by the Council or at
the request of not less than 20% of the number of Constituent Members. At least three months
notice of special meetings shall be given to the members of the General Assembly. The notice
shall state the place and purpose of the meeting. No business shall be dealt with by a special
meeting of the General Assembly other than that for which it has been specifically convened.
C) All meetings of the General Assembly shall be open to all members of Constituent Members of
the Association.
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Section 2. Responsibilities of the General Assembly
The General Assembly shall:
A) elect a President of the Association pursuant to the provisions of these Bylaws;
B) appoint a place and time at which future meetings of the General Assembly shall be held;
C) consider and determine applications for membership;
D) consider and act upon the annual dues determined by the Council;
E) consider the Annual Financial Statement and the Balance Sheet presented by the Council and
arrange for such action to be taken thereon as may seem appropriate;
F) consider and act upon an estimate of probable income and expenditure (budget) for the next
year;
G) consider the annual Report of the Council to the General Assembly and motions relating to the
adoption of the Report in whole or in part, and arrange for such action to be taken thereon as
may seem appropriate;
H) instruct the Council concerning initiatives and activities to be undertaken in the pursuit of the
objectives of the Association;
I) consider proposed declarations, statements and resolutions that have been approved by the
Council for transmission to the General Assembly;
J) consider and act upon proposals to amend the Bylaws of the World Medical Association,
provided that such proposals are in accordance with the requirements of Chapter X –
Amendments;
K) consider and act upon such other and further business as may properly come before the
meeting.
Section 3. Composition
The General Assembly shall be composed of the following:
A) Delegates appointed by the Constituent Members of the Association in accordance with the
provisions of this Chapter. Each Constituent Member shall be entitled to appoint one delegate
to the General Assembly for each 10,000 physician members of the national medical
association, and/or each portion thereof, provided that the Constituent Member shall have paid
its dues to the World Medical Association in full, based upon such membership. (For example,
a Constituent Member that pays WMA dues for 6,500 physician members shall be entitled to
one General Assembly delegate. A Constituent Member that pays WMA dues for 24,900
physician members shall be entitled to three delegates.) Such delegates shall be the only
members of the General Assembly with the right to vote. Constituent members may also
appoint one or more alternate delegates, who may attend meetings of the General Assembly
and may vote in the absence of any delegates.
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B) Officers and Members of the Council of the Association, who shall have the right to speak on
the floor of the General Assembly, but shall not be entitled to vote.
C) Such others as may be granted the right to speak on the floor of the General Assembly, at the
discretion of the presiding officer, but not the right to vote.
Each Constituent Member shall notify the Secretariat of the names and contact information of its
delegates and any alternate delegates appointed, within the deadline established by the Secretary
General. The Secretary General shall ensure that each delegate and alternate delegate is duly
registered and provided with a WMA badge properly identifying him/her as a delegate or alternate
delegate.
Section 4. Qualifications and Certification of Delegates and Alternate Delegates
Each delegate and alternate delegate appointed by a Constituent Member shall:
A) hold a diploma or degree in medicine recognized by the national medical association of his/her
country;
B) be licensed to practice medicine in that country;
C) be a member of his/her national medical association; and
D) be resident in the territory of that association.
It shall be the responsibility of each Constituent Member to ensure that the individuals it appoints to
serve as delegates and alternate delegates meet this criteria. Such assurance shall be made on forms
provided by the Secretary General over the signature of the responsible officer of the Constituent
Member and the seal of said National Medical Association.
Section 5. Credentials Committee
A) Prior to each meeting of the General Assembly, the Council shall appoint a Credentials
Committee composed of three delegates from different Constituent Members to:
i) Verify that Constituent Members present to participate in the General Assembly have paid
their dues and are members in good standing;
ii) Verify the number of votes to which each Constituent Member is entitled (See Section 6.A.
below;
iii) Calculate the total number of collective votes in the General Assembly, according to the
number of delegations present and the votes to which each delegation is entitled;
iv) Calculate the number of votes required for a simple majority and a ¾ majority (required
for the adoption of policies related to matters of medical ethics); and
v) Assist the Secretary General in coordinating the voting process if there is more than one
nominee for WMA president, and verify the results of all rounds of voting.
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The Secretary General shall furnish the Credentials Committee with all documentation
necessary to carry out the duties described above.
B) The Credentials Committee shall complete the work described in A) i), ii), iii), and iv) prior to
the opening of the General Assembly. The Committee shall present a report with its
conclusions to the General Assembly during the first Plenary Session, before any business
requiring a vote is transacted.
C) The members of the Credentials Committee, collectively, shall be proficient in all official
languages of the Association. They shall select a representative from among themselves to
present the Credentials Committee’s report to the General Assembly.
D) The Credentials Committee shall assist the Secretary General in counting the votes cast during
the election of a new President and shall verify the election of the individual receiving the
highest number of votes, in accordance with the election process outlined in the Procedures and
Operating Policies of the World Medical Association.
E) The Council shall establish such other rules for the Credentials Committee as it may deem
necessary.
F) The Credentials Committee shall be automatically dissolved upon the adjournment of the
General Assembly.
Section 6. Voting in the General Assembly
A) Each Constituent Member shall be entitled to one vote for each 10,000 physician members,
and/or portion thereof, for which that Constituent Member has paid dues to the World Medical
Association. The delegate or delegates of each Constituent Member present in the General
Assembly will cast all of the votes to which the Constituent Member is entitled under these
Bylaws. It shall not be necessary to have a separate delegate present in the General Assembly
to cast each vote. However, no vote by proxy shall be permitted on behalf of a Constituent
Member not in attendance at the meeting.
B) Unless otherwise required under the Articles of the Association or these Bylaws, any matter
before the General Assembly shall be adopted by a simple majority of the votes given thereon.
C) Proposed Declarations, Statements or Resolutions of the Association determined by the
Council to be matters of medical ethics shall require for adoption the affirmative vote of ¾ of
the General Assembly delegates present and voting.
D) The adoption of any proposal on an urgent matter shall require the affirmative vote of three-
quarters of the Assembly delegates present and voting.
E) A motion to vote by secret ballot shall require the affirmative vote of a majority of the
Assembly delegates present and voting.
F) The election of the President shall be decided by secret ballot unless there is only one candidate
nominated, in which case election may be by acclamation. If there are more than two candidates for any
office, no candidate shall be declared elected unless he or she has received a majority of the votes cast.
If no candidate has received a majority of the votes cast, then the name of the candidate receiving the
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smallest number of votes shall be dropped and the remaining candidates shall be voted on again until
one receives a majority.
Section 7. Quorum
A) The presence in person of the delegates or alternate delegates of not less than 20% of the
number of Constituent Members entitled to vote shall be necessary to constitute a quorum for
the transaction of business by the General Assembly. The same requirement shall apply to
special meetings of the General Assembly. It shall be the responsibility of the Credentials
Committee to confirm that a quorum is present and report the status of the quorum to the
General Assembly at the beginning of the plenary session of the meeting, prior to the
consideration of any business requiring a vote.
B) A General Assembly meeting must have a quorum. A General Assembly cannot officially
continue when a quorum is called for and is not present, even if it was validly opened with the
required quorum. It is presumed that a quorum continues throughout a properly constituted
meeting until such time a quorum count is demanded and a quorum is not present. Each
quorum count must be noted in the minutes by recording the numbers obtained.
Section 8. Presiding Officer
A) The Chair of Council, or in his/her absence, the Vice-Chair of Council, shall preside at all
business meetings of the General Assembly.
B) The President shall preside at all official social sessions, ceremonial sessions, and plenary
sessions of scientific meetings of the General Assembly, assisted, as needed, by the President-
Elect and Immediate Past President.
Section 9. Procedure
Procedures for conduct of business of the General Assembly shall be established by the Council,
including processes for the submission of items for the agenda, and these shall be described in a
separate document, “Procedures and Operating Policies of the World Medical Association.”
Section 10. Minutes
The Secretariat shall keep minutes of each meeting of the General Assembly, and shall transmit the
minutes to Constituent Members, in all official languages of the association, within two months of
the meeting. The minutes shall be presented to the General Assembly for approval at its next
meeting.
CHAPTER V – COUNCIL
It shall be the duty of the Council of the World Medical Association to administer the affairs of the
Association in accordance with the provisions throughout these Articles and Bylaws. The Council
shall exercise only such additional powers and perform only such acts as may be exercised or
performed by the Association and which are not by the provisions of the Articles and Bylaws
directed to be exercised or performed by the General Assembly.
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Section 1. Meetings of the Council
A) The Council shall meet at least once each year and at such other times as the Council may
deem to be necessary and shall consist of the voting members of the Council, ex-officio
members of the Council and the Secretary General. Observers may attend at their own
expense, but have no vote. Meetings shall be held at such places as the Council may determine
upon not less than one month’s notice.
B) The organizational meeting of the Council shall be the first meeting of the Council following
the election of Council Members. The main business shall be the election of Officers, the
appointment of Committees, the organization of the Committees, necessary action on business
referred to the Council by the General Assembly, business referred from previous Council
Sessions, discussion of main topics for the forthcoming General Assembly, and any unfinished
business from previous meetings.
C) Special meetings of the Council may be called by the Chair of the Council after consultation
with the Secretary General of the Association, or on the request of not less than a majority of
the members of the Council, specifying the purpose for which the special meeting is being
called. At least one month’s notice of the time and place of the special meeting shall be
provided to all members of the Council. The purpose for which the special meeting is being
called shall be specified in the notice.
D) No business shall be transacted at a special meeting of the Council other than that for which
such meeting is called.
E) All meetings of the Council shall be open to official representatives of all Constituent Members
of the Association, except « closed » sessions or « executive » sessions, as described in the
Procedures and Operating Policies of the World Medical Association.
F) Standing Committees of the Council shall be:
i) Finance and Planning
ii) Socio-Medical Affairs
iii) Medical Ethics
Section 2. Members of Council
Council Members shall be selected on a regional basis, as follows:
A) For each official WMA region (see Chapter 2), there shall be one seat on the Council of the
Association for every fifty thousand (50,000), or portion thereof, physician members of
National Medical Associations that are Constituent Members of the Association within the
region, provided that dues shall have been paid in full based upon such membership.
B) In each region, any Constituent Member of the Association with more than fifty thousand
(50,000) physician members may appoint one member to the Council of the Association for
every fifty thousand (50,000) physician members of the Constituent Member, provided that the
Constituent Member shall have paid its dues in full, based upon such membership.
C) In each region, Council seats not filled pursuant to the provisions of subparagraph B) above,
shall be filled by vote of the Constituent Members within the region. Each Constituent Member
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shall have as many votes as they have physician members, provided that the Constituent
Member shall have paid its dues in full based upon such membership. Provided further,
however, that a Constituent Member that has appointed one or more members to the Council of
the Association pursuant to the provisions of subparagraph B) above, shall reduce the number
of its votes under the provisions of this subparagraph C) by fifty thousand (50,000) for each
member of the Council it has appointed under the provisions of subparagraph B) above.
D) In each region, the election provided for in subparagraph C) above shall be conducted by the
Secretariat, under such procedure as the Secretary General shall prescribe, which shall not be
inconsistent with the provisions of these Bylaws.
Section 3. Ex-Officio Members of Council
The President, President-Elect and Immediate Past President shall be Ex-Officio Members of the
Council without the right to vote.
Section 4. Qualifications of Council Members
Members of the Council shall at all times be physician members of Constituent Members in good
standing with the Association. Members of the Council shall not hold the office of President-Elect,
President or Immediate Past President while they are serving as members of the Council.
A) Constituent Members may appoint a substitute or alternate for any Council Member appointed
by the Constituent Member or elected from its membership to the Council in the Regional
election, provided that such substitute or alternate meets the qualifications set forth this
Section. Provided further that the Constituent Member shall so notify the Secretary General as
soon as possible prior to any meeting of the Council at which such substitute or alternate will
serve.
B) Constituent Members may appoint a successor to fill any vacancy caused by the death,
resignation, or inability to serve of a Council Member appointed by the Constituent Member or
elected from its membership to the Council in the Regional election, provided that such
successor meets the qualifications set forth this Section. Constituent Members shall so notify
the Secretary General promptly after the vacancy occurs. Alternatively, at the Constituent
Member’s request, the Secretary General shall conduct a special election in the appropriate
region to elect a successor to fill the remainder of the term of said Council Member.
C) No individual may serve as a Council Member, unless and until the individual’s National
Medical Association has certified that the individual is a member of the National Medical
Association and that the individual’s character, integrity and competence are beyond reproach,
and therefore the individual is qualified to serve as a member of the Council of the World
Medical Association. Such certification shall be made on forms provided by the Secretary
General over the signature of the responsible officer of the Constituent Member and the seal of
the National Medical Association.
D) During his/her term of service, each member of the Council shall maintain his/her professional
reputation as a qualified and ethical physician, so as to enhance the public image of the
physician worldwide, and shall each use his/her best efforts to enhance the standing and
reputation of the World Medical Association.
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Section 5. Terms of Council Members
Council Members shall serve for a term of two years, and shall be eligible for re-appointment or re-
election at the pleasure of their National Medical Association, provided that they meet the
qualifications set forth in Section 4 of this Chapter.
Resignation from or termination of membership of a Constituent Member shall automatically
terminate the term of any Council Member appointed or elected from its membership pursuant to
Section 2 of this Chapter. Upon such resignation or termination the Secretary General shall
determine if the region is entitled to replace said Council Member under the provisions of Section 2
of this Chapter. If the region is entitled to replace said Council Member, the Secretary General shall
conduct an election within the region to elect a Council Member to fill the remainder of the term of
said Council Member.
Section 6. Chair and Vice-Chair
The Council shall elect a Chair and a Vice-Chair from among its membership at the first meeting
following a biennial Council election. Until the Chair is elected, the Secretary General shall preside.
The Chair, or in his/her absence the Vice-Chair, shall preside over meetings of the Council. If the
Chair and the Vice-Chair are both absent, the members of the Council shall elect a Council member
to preside over the meetings. Additional information regarding the Chair and Vice-Chair of
Council is contained in Chapter VI “Officers”.
Section 7. Voting in the Council
At meetings of the Council, only members of the Council shall have the right to vote. Each Council
member, including the Chair, shall have one vote. If a vote is equally divided on matters other than
elections, and the Chair has not voted, he/she shall have the right to cast the deciding vote to break
the tie.
Unless otherwise required under the Articles of the Association or these Bylaws, any matter before
the Council shall be adopted by a simple majority of the votes cast by those present and voting.
Members who abstain from voting are considered not voting.
Section 8. Quorum
A) The presence in person of a majority of all eligible voting Council Members shall be necessary
to constitute a quorum for the transaction of business by the Council. It shall be the
responsibility of the Secretary General to confirm the presence of a quorum and to report on the
status of the quorum prior to the consideration of any business requiring a vote.
B) A Council meeting must have a quorum. A Council meeting cannot officially continue when a
quorum is called for and is not present, even if it was validly opened with the required
quorum. It is presumed that a quorum continues throughout a properly constituted meeting
until such time a quorum count is demanded and a quorum is not present. Each quorum count
must be noted in the minutes by recording the numbers obtained.
Section 9. Procedure
Procedures for conduct of business of the Council shall be established by the Council at its
discretion, provided that they do not conflict with any provision of the Articles and Bylaws, and
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these shall be described in a separate document, “Procedures and Operating Policies of the World
Medical Association.”
Section 10. Minutes of Council Meetings
The Secretariat shall keep minutes of each meeting of the Council, and shall transmit the minutes to
Council Members, in all official languages of the Association, within two months of the meeting.
The minutes shall be presented to the General Assembly for approval at its next meeting.
Section 11. Executive Committee
The Council shall establish an Executive Committee comprised of the Chair and Vice-Chair of
Council, the Treasurer, and the Chairs of the Finance and Planning, Socio-Medical Affairs and
Medical Ethics Committees. The President-elect, President, Immediate Past President, and
Secretary General shall be non-voting members of the Executive Committee. The Executive
Committee shall:
A) serve as an advisory group to the Council, the Chair of Council and the Secretary General on
significant issues and on matters arising during the intervals between Council meetings;
B) review the compensation and performance of the Secretary General annually and recommend
the level of compensation of the Secretary General to the Council for approval; and
C) engage in such other activities as the Council or the Chair of Council may designate.
CHAPTER VI – OFFICERS
Section 1. President
A) Eligibility and Qualifications of Nominee
Any physician member of a Constituent Member of the World Medical Association may be
nominated for the office of President of the World Medical Association.
B) Method of Nomination
A Constituent Member of the World Medical Association may nominate any qualified
candidate for the office of President by submitting the said nomination in writing to the WMA
Secretariat, together with the candidate’s written acceptance of nomination. Such nomination
shall include a certification that the candidate is a member of the Constituent Member making
the nomination, and that the candidate’s character, integrity and competence are beyond
reproach, thus qualifying the candidate to be nominated for the office of President. Such
assurance shall be made on forms provided by the Secretary General over the signature of the
responsible officer of the Constituent Member and the seal of the National Medical
Association. Such nomination must reach the Secretariat at least 3 weeks prior to the opening
of the General Assembly at which the election is to be held.
C) Election and Term of Office
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i) The President of the Association shall be elected at the annual meeting of the General
Assembly and shall enter upon the duties of this office at the next annual meeting of the
General Assembly and until then shall bear the title of President-Elect. Upon completion of
his/her term, the President shall hold the office of Immediate Past President until the next
annual meeting of the General Assembly.
ii) The election of the President shall be conducted according to the procedures outlined in the
Procedures and Operating Policies of the World Medical Association.
iii) Upon election to the office of President-Elect, the person so elected shall resign from all
other offices and positions within the Association and shall not hold any other office or
position in the Association during his/her term of office as President-Elect, President and
Immediate Past President of the World Medical Association.
iv) A member who is elected to the WMA Council or who accepts another office or position
within the Association while serving as President-Elect, President or Immediate Past
President must immediately resign as President-Elect, President or Immediate Past
President.
D) Duties and Responsibilities of the President
i) The President of the Association shall preside at all official social sessions, ceremonial
sessions, and plenary sessions of scientific meetings of the Association. He/she shall be
assisted by the President-Elect and the Immediate Past President.
ii) The President, President-Elect and Immediate Past President shall be members of the
General Assembly without the right to vote.
iii) The President, President-Elect and Immediate Past President shall be Ex-Officio Members
of the Council and, upon invitation from the Chair, shall also be Ex-Officio members of its
Standing Committees, with full rights of discussion but without the right to vote.
iv) During his/her term of service, the President, President-Elect, and Immediate Past
President shall each maintain his/her professional reputation as a qualified and ethical
physician, so as to enhance the public image of physicians worldwide, and shall use his/her
best efforts to enhance the standing and reputation of the World Medical Association.
v) At the request of the Secretary General, the President, the President-Elect or the Immediate
Past President shall be available to speak officially for the WMA or to represent the WMA
to National Medical Associations and to such other organizations as may be appropriate.
E) Vacancy
i) In the event of the death, inability to serve, or resignation of the President during his/her
term of office, the Council shall make such appointment or other provision as it may deem
expedient for the discharge of the duties of the office concerned until the next meeting of
the General Assembly.
ii) In the event of the death, inability to serve, or resignation of the President-Elect during
his/her term of office, the Council, if it deems necessary, may make such appointment or
provisions for the discharge of duties of the office until the next meeting of the General
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Assembly. At this next meeting, the General Assembly shall elect a new President who
shall be inaugurated during the same meeting.
F) Termination
i) The Council shall be empowered to take action to preserve the integrity and reputation of
the World Medical Association, including, but not limited to, suspending the authority of
the President, President-Elect, or Immediate Past President to act as an officer of the WMA
for cause. A decision to suspend the authority of the individual to act as an officer of the
WMA shall require a 2/3 majority of the Council members present and voting. Before
voting on a proposal to suspend the authority of the individual to act as an officer, the
Council must:
a) Provide an opportunity for the concerned individual to address the Council, in person
and/or in writing
b) Consult with the Constituent Member of which the individual is a member
ii) An affirmative vote to suspend the authority of the President, President-Elect, or
Immediate Past President from acting as an officer must be based on substantial evidence
and a reasonable degree of certainty that the individual no longer meets the criteria
established in section B) and D)(iv) to serve in the office or has neglected the duties of the
office.
iii) Between Council meetings, the Executive Committee shall be empowered to investigate
accusations made against the President, President-Elect, or Immediate Past President and
shall communicate with the Council, as appropriate, regarding the situation. The accused
individual shall be excluded from participating in this process but shall be afforded the
opportunity to respond to the accusation(s). The Chair of Council shall report the findings
of the Executive Committee to the Council at its next meeting. The Executive Committee
shall not have the authority to suspend the authority of the individual to act as an officer.
iv) In the event of the suspension of the authority of the President to act as an officer, the
Council, if it deems necessary, may make such appointment or provisions for the discharge
of duties of the office until the next meeting of the General Assembly.
v) Following the suspension by the Council of the authority of the President-elect or
President to act as an officer, at the next meeting of the General Assembly, the Council
shall provide a recommendation to the General Assembly regarding permanent termination
from office. The General Assembly may accept the Council’s recommendation or reject it
and take such other action as it deems appropriate. Permanent termination from office shall
require a 2/3 majority of the delegates present and voting.
Section 2. Chair of the Council
A) Eligibility and Qualifications of Nominee
Any duly elected Council Member of the World Medical Association may be nominated for the
position of Chair of Council. All members of Council, by virtue of having been certified as
eligible and qualified to serve as Council members, are likewise certified and qualified to serve
as Chair.
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B) Method of Nomination
Any member of Council may nominate any other member of Council for the position of Chair,
either by notifying the Secretary General in writing prior to the Council meeting at which the
election is to be held, or from the floor after the Secretary General has called for any additional
nominations.
C) Election and Term of Office
i) The Chair of the Council shall be elected by the members of the Council of the World
Medical Association from among their own number. The election shall take place at the
first meeting of the Council following the biennial election of members of the Council. The
Chair shall begin his/her term of office immediately following the election.
ii) The Chair of Council shall be elected according to the voting procedures established in the
Procedures and Operating Policies of the World Medical Association.
iii) The Chair shall serve a term of two years and shall be eligible for re-election. An
individual may serve a maximum of six years in the office of Chair.
iv) Where an individual begins serving as Chair midterm, such partial term shall not be
counted towards the maximum six years that s/he may serve as Chair.
D) Duties and Responsibilities of the Chair of Council
i) The Chair of the Council shall preside at business meetings of the General Assembly and
the Council at which he/she is present, unless he/she invites the Vice-Chair of the Council
to preside in his/her stead.
ii) The Chair of Council shall be an ex-officio member of all Standing Committees of the
Council, with full voting rights. The Chair of Council shall not be eligible to be Chair of
any Standing Committee of the Council.
iii) At the request of the Secretary General, the Chair of the Council shall be available to speak
officially for the WMA or to represent the WMA to National Medical Associations and to
such other organizations as may be appropriate.
iv) The Chair shall perform such other duties and functions as custom and usage require, or as
may be determined by the Council.
E) Vacancy
i) In the event of the death, inability to serve, or resignation of the Chair of Council during
his/her term of office, the Vice-Chair shall automatically succeed to the office of Chair for
the unexpired portion of the term remaining, and at the next meeting of Council the
members shall elect from among their own number a Vice-Chair to serve the remainder of
the term.
ii) In the event of the death, inability to serve, or resignation of the Chair of Council while the
office of Vice-Chair is vacant, at the next meeting of Council the members of Council shall
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elect from among their own number a Chair and a Vice-Chair to serve the remainder of the
respective terms.
Section 3. Vice-Chair of the Council
A) Eligibility and Qualifications of Nominee
The eligibility and qualifications criteria shall be the same as described for the Chair (See section
2.A).
B) Method of Nomination
The method of nomination shall be the same as described for the Chair (See section 2.B).
C) Election and Term of Office
The provisions regarding the election and term of office for the Vice-Chair shall be the same as
described for the Chair (See section 2.C).
D) Duties and Responsibilities of the Vice-Chair of Council
i) The Vice-Chair of the Council shall assist the Chair and preside at business meetings of
the General Assembly and the Council of the Association in the absence of the Chair or at
his/her request.
ii) The Vice-Chair of Council shall be an ex-officio member of all Standing Committees of
the Council, with full voting rights. The Vice-Chair of Council shall not be eligible to be
Chair of any Standing Committee of the Council.
iii) At the request of the Secretary General, the Vice-Chair of the Council shall be available to
speak officially for the WMA or to represent the WMA to National Medical Associations
and to such other organizations as may be appropriate.
iv) The Vice-Chair shall perform such other duties and functions as custom and usage require,
or as may be determined by the Council.
E) Vacancy
In the event of the death, inability to serve, or resignation of the Vice-Chair of the Council
during his/her term of office, the Council at its next meeting shall elect a Vice-Chair to serve
the remainder of the term.
Section 4. Treasurer
A) Eligibility and Qualifications of Nominee
The eligibility and qualifications criteria shall be the same as described for the Chair (See
section 2.A).
B) Method of Nomination
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The method of nomination shall be the same as described for the Chair (See section 2.B).
C) Election and Term of Office
The provisions regarding the election and term of office shall be the same as described for the
Chair (See section 2.C)
D) Duties and Responsibilities of the Treasurer of Council
i) The Treasurer shall oversee the receipt of all monies payable to the Association, and shall
oversee the discharge accounts of the Association which have been ordered by the Council
to be paid.
ii) The Treasurer shall provide for keeping and maintaining the books and accounts of the
Association and shall submit a full and proper accounting financial report to the Council at
each of its regular meetings (except for the Council meeting immediately following the
General Assembly) and to the General Assembly.
iii) He/she shall take advice and invest available funds in appropriate secure financial market
instruments, in compliance with the WMA Investment Policy outlined in the Procedures
and Operating Policies of the World Medical Association. He/she shall obey the ethical
standards of the association when selecting the types and specifics of the investment.
iv) The Treasurer shall provide a quarterly update of the financial situation of the association
to the Executive Committee upon request.
v) The Treasurer shall be an ex-officio member of all Standing Committees of the Council,
with full voting rights. The Treasurer shall not be eligible to be Chair of any Standing
Committee of the Council.
E) Vacancy
In the event of the death, inability to serve, or resignation of the Treasurer during his/her term
of office, the Council at its next meeting shall elect a Treasurer to serve the unexpired portion
of the term. In the interim period, the Chair of the Finance and Planning Committee shall
assume the duties of the Treasurer.
CHAPTER VII – FINANCE
Section 1. Fiscal Year
The fiscal year of the Association shall be the calendar year.
Section 2. Expenses of Members of Council and Officers
A portion of expenses incurred by members of Council and Officers in attending meetings of the
Council or Committees shall be defrayed by the Association, as specified in the Procedures and
Operating Policies of the World Medical Association.
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Section 3. Expenses of Delegates
The expenses of delegates and other individuals incurred in attending meetings of the General
Assembly shall not be a charge upon the funds of the Association.
Section 4. Secretarial and Editorial Expenses
Secretariat and editorial expenses shall be defrayed out of the general funds of the Association on
the periodical production to the Treasurer of vouchers stating the expenses incurred.
Section 5. Accounts
The accounts of the Association shall be kept at the offices of the Secretariat. Any Constituent
Member may inspect the accounts.
Section 6. Annual and Financial Papers
The Council shall annually publish and submit to the General Assembly for adoption and approval
a report on the general state and proceedings of the Association for the past year, prepared in
accordance with Section 46 of Membership Corporation Law of the State of New York, a Balance
Sheet and Financial Statement for the past year audited by a professional accountant, and an
estimate of the probable income and expenditure (budget) of the Association for the coming year.
Section 7. Audit
A) The Council shall authorize the Treasurer to appoint, and to fix the remuneration of a highly
qualified independent Auditor to audit the accounts of the Association annually or as otherwise
requested by the Council. The Auditor may be an individual or an auditing firm. The selection
of the Auditor shall be submitted by the Treasurer through the Finance and Planning
Committee to the Council for approval.
B) The scope of the annual audit shall be outlined in the Procedures and Operating Policies of the
World Medical Association . Any audit elements beyond that prescribed scope, which are
recommended by the Auditor and the Treasurer, shall be approved by the Council.
C) It shall be the responsibility of the Treasurer to keep the Council informed of the status of the
audit and to submit for Council approval the audit report.
Section 8. Financial Support
The Association may accept funds from foundations, corporations or other interested parties for
special projects.
CHAPTER VIII – SECRETARIAT
Section 1. Secretary General
There shall be a Secretariat operating under the direction of a Secretary General, who shall be a
physician appointed by the Council. The Secretary General shall hold office for such period and
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under such terms and conditions as the Council shall determine.
Section 2. Successor
In the event of the death, inability to serve, or resignation of the Secretary General, the Council
shall appoint a successor and may make such provision as it deems appropriate for the discharge of
the duties of the Secretary General until the successor takes office.
Section 3. Secretariat Office
The business of the Association shall be conducted from the offices of the Secretariat. The
Secretary General shall employ such persons as he/she may deem to be necessary and appropriate
to conduct the business of the Association.
CHAPTER IX – OFFICIAL LANGUAGES
The official languages of the Association are English, French and Spanish. The Secretary General
shall be responsible for providing interpretation services in these languages for the Council
Sessions and General Assembly meetings.
A) Matters to be considered by the Council and the General Assembly shall be presented in the
official languages of the Association.
B) The Association may also provide for German and Japanese to be used as discussion languages
during the General Assembly and Council meetings. If a delegate wishes to address the General
Assembly or Council in a language other than one of the official languages of the Association,
he/she may do so only if a simultaneous interpretation from that language into the official
languages of the Association is available.
CHAPTER X – AMENDMENTS
These Bylaws may be amended at any meeting of the Assembly by the affirmative votes of two-
thirds (2/3) of the delegates present and voting. However, no such amendment shall be considered
unless it has been received by the General Secretariat at least three months prior to the meeting at
which it is to be considered. The Council, at its discretion, after due consideration, may waive this
time limit. Any such amendment shall have been translated into the official languages of the
Association and distributed to the delegates prior to the meeting. Any proposed amendment to the
Bylaws submitted by a Constituent Member shall be considered by the Council and the Council’s
recommendation for approval, non-approval, or amendment of the proposal shall then be
transmitted to the General Assembly for consideration.
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