Articles of Incorporation

Approved April 2004

The undersigned natural person of the age of 18 or more, acting as incorporator of a corporation under the Texas Nonprofit Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE I

The name of the Corporation shall be the International Association of Medical Regulatory Authorities, Inc.

ARTICLE II

The Corporation is a nonprofit corporation.

ARTICLE III

The period of its duration is perpetual.

ARTICLE IV

The Corporation is organized and shall be operated exclusively to support the purposes of medical regulation through scientific, educational and collaborative activities, which shall include the furtherance of the following objects and purposes:

1. To support medical regulatory authorities worldwide in protecting the public interest by promoting high standards for physician education, licensure, regulation, and professional conduct and facilitating the ongoing exchange of information among medical regulatory authorities.
   
   
2. To advocate for and promote high standards of medical education, physician evaluation and assessment, licensure, medical practice and professional conduct.
   
   
3. To facilitate international cooperation and collaboration among medical regulatory authorities, including establishing a network for the regular exchange of medical licensing and disciplinary information.
   
   
4. To provide a forum for the development and sharing of new concepts and new approaches in the regulation of medical practice.
   
   
5. To encourage and support research, policy analysis and policy development related to medical licensure and regulation.
   
   
6. Serve as an information source to medical regulatory authorities, the public, and national and international organizations.
   
   
7. For the above purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States internal revenue law).   

ARTICLE V

The Corporation shall have members whose qualifications, category of membership and rights and duties shall be set forth in the Corporations bylaws. The term "Medical Regulatory Authority" as used in these Articles of Incorporation and in the Bylaws shall refer to an organization recognized by the government of a specific country or jurisdiction as being responsible for the registration/licensing of physicians whereby such persons are entitled to practice the profession.

ARTICLE VI

1. To conduct its affairs, the Corporation shall have and exercise any and all powers granted by the Texas Non-Profit Corporation Act and the laws of the State of Texas, which may be necessary or convenient to carry out the purposes for which the corporation is organized, provided such acts and powers are in furtherance of the educational and scientific purposes of the corporation and provided further that no substantial part of the activities or funds of the corporation shall be devoted to carrying on propaganda or otherwise attempting to influence legislation and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office.
   
   
2. The Corporation may be voluntarily dissolved upon a resolution carrying not less than two-thirds of the members in good standing present at a Members General Assembly.
   
   
3. In the event the Corporation is dissolved for any reason whatsoever and at any time, the Management Committee shall, after paying or making provision for payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, literary, scientific, or other purposes as shall at the time qualify as a an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States internal revenue law), as the Management committee shall determine. Any of such assets not so disposed of shall be disposed of by a Court of competent jurisdiction in the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.   

ARTICLE VII

No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its Management Committee members, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set for the in Article IV hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (1) by a Corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States internal revenue law), or (2) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or the corresponding provision of any future internal revenue law).   

ARTICLE VIII

The affairs of the Corporation shall be conducted by the Management Committee of not less than three (3) members, the exact number of which shall be fixed by the bylaws, including a Chair, Secretary and such other officers as may be provided for in the bylaws. The members of the Management Committee and the officers shall be elected or appointed at such times and in such manner and for such terms as may be prescribed in the bylaws.

ARTICLE IX

The Corporation shall and continuously maintain in the State of Texas:

1.A registered office which office address is:

Federation Place
400 Fuller Wiser Road
Euless, Texas 76039

Mailing Address
P.O. Box 619850
Dallas, Texas 75261-9850

2. The street address of the initial registered agent of the Corporation is:

Federation Place
400 Fuller Wiser Road
Euless, Texas 76039

The name of the initial registered agent is Dale L. Austin.   

ARTICLE X

The number of members constituting the initial Management Committee is seven (7) and the names and addresses of the persons who are to serve as initial members are:

Prof. Thanyani J. Mariba, Chairman Health Professions Council of South Africa c/o University of Pretoria PO Box 667 Arcadia, Pretoria South Africa

Sunil K. Khattri Registrar and Secretary Delhi Medical Council #357, 3rd Floor, Pathology Block Maulana Azad Medical College Bahadur Shah Zafar Marg New Delhi 110002 India

Dale L. Austin, MA Senior Vice President and Chief Operating Officer Federation of State Medical Boards of the United States P.O. Box 619850 Dallas, Texas 75261-9850

Ossama Rasslan, MD, PhD, Secretary General Egyptian Medical Syndicate 32 Mohamed Talaat Salem Street Nasr City, Cairo Egypt

Dr. John Hillery, President Medical Council of Ireland c/o 4 St. Margaret`s Cross Avenue Blackrock, Dublin Ireland

Finlay Scott, Chief Executive and Registrar General Medical Council 178 Great Portland Street London, England W1W 5JE

Sue Ineson, CEO Medical Council of New Zealand P.O. Box 11-649 Level 13, Mid City Tower 139-143 Willis Street Wellington, New Zealand

   

ARTICLE XI

The name and street address of the incorporator is:

Dale L. Austin
Federation Place
400 Fuller Wiser Road
Euless, Texas 76039-3855

ARTICLE XII

The Corporation shall be governed by its Articles of Incorporation and bylaws, but in any event shall not violate the Texas Non-Profit Corporation Act or the Texas Miscellaneous Corporation Laws Act.   

ARTICLE XIII

To the maximum extent provided by law, each member of the Management Committee of the Corporation shall not be liable to the Corporation and its members for monetary damages for an act or omission in his/her capacity as a member of the Management Committee, except that this article does not eliminate or limit the liability of a member of the Management Committee to the extent he/she is found liable for:

1. an act or omission not in good faith that constitutes a breach of duty of the Management Committee member to the Corporation or its members;
   
   
2. an act or omission by the Management Committee member that involves intentional misconduct or a knowing violation of the law;
   
   
3. a transaction from which a Management Committee member received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Management Committee members office; or
   
   
4. an act or omission for which the liability of a Management Committee member is expressly provided by statute.   

ARTICLE XIV

1. The Articles of Incorporation may be amended at any duly called meeting of the members of the Corporation by the affirmative vote of at least two-thirds of the members present and voting. Written notice of such proposed amendment must be given to members at least (60) days prior to the meeting.
   
   
2. The Corporations bylaws may be adopted, amended or repealed in such a manner as may be provided in the bylaws.

EXECUTED this 24th day of April, 2004

<Signature>
Dale L. Austin