About AIM: Bylaws

Administrators of Internal Medicine's Bylaws

(revised 10/21/02)

ARTICLE I
NAME

The name of the organization shall be ADMINISTRATORS OF INTERNAL MEDICINE. (the “Association”).

ARTICLE II
PURPOSES

 The Association is dedicated to the improvement of health care delivery, education, and research in Departments of Internal Medicine through professional management. Its objectives are:

(a) To promote the concept of professional management in Departments of Internal Medicine.

(b) To provide a forum for discussion of management problems in Departments of Internal Medicine.

(c) To provide a mechanism for exchange of information, and

(d) To interact with other organizations in accomplishing these objectives.

ARTICLE III
MEMBERSHIP

 Active membership shall be limited to persons who are serving in a managerial capacity with an internal medicine group actively engaged in the service, teaching and research of internal medicine in an academic environment.

Application for active membership shall be in writing and sent to the Membership Director of the Association for confirmation. Membership applications from individuals other than the chief administrative officer in the office of internal medicine shall be approved by the chief administrative officer in that institution.

Each active member shall have one vote on all matters related to the election of officers, the adoption of amendments of Bylaws, and other matters on which the President of the Association shall request a vote of the entire membership.

No active member may vote on any matter unless the dues set by the Board of Directors of the Associations with respect of his/her membership are paid.

At such time that an active member changes his/her professional career and is no longer serving in a managerial capacity with an internal medicine group, h/she may submit a written request to the Board of Directors for a change in membership status from active to associate membership. The right to vote or hold office will not be accorded to those members holding associate membership status.

The Board of Directors on occasion may provide Associate Member status on an honorary basis (without annual dues) to former regular members who have contributed significantly to the success of the Association. Any AIM member may make it known to the Board of Directors candidates for honorary status. Such status will be for a ten year period and is renewable upon a decision by the Board.

At the time of membership renewal or new application, members and prospective members will be required to identify their position (by payroll job title) within their respective Department of Internal Medicine and to indicate if they are the senior administrator in their department. Individuals who indicate they are not the senior administrator should indicate the name and the title of the individual that is in that position in their department. The senior administrator will be designated the Institutional Member representing the department. All other members (except those holding Associate membership status) will be designated as Individual Members. There shall be only one (1) Institutional Member per institution; however, there may be an unlimited number of Individual Members

ARTICLE IV
MEETINGS

Section 1. Place and Time for Annual Meeting - There shall be at least one regular meeting of the Association annually. The annual meeting shall be held generally in the fall of each year and shall be designated as the Annual Meeting for the purpose of electing new Directors and for the transaction of such other business as may come before the membership. Failure to elect Directors at the Annual Meeting shall not cause a dissolution of the Association, but the several Directors currently holding positions shall continue until their successors are elected. A special meeting for the purpose of holding such elections may be called as soon thereafter as convenient or the Directors shall be elected at the next regular meeting.

Section 2. Special Meeting - Special meetings of the members, for any purpose or purposes unless otherwise prescribed by statute, may be called by the President or by a majority of the Board.

Section 3. Notice of Meeting - Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes of the meeting, shall be delivered not less than thirty (30) days before the date of the meeting, either personally or by mail, to each member of record. If mailed, such notice shall be deemed to have been given when deposited in United States mail, addressed to the member at the address as it appears on the most recently updated roster of the Association with postage thereon prepaid.

Section 4. Voting List - The voting list for the Association will be maintained by the Membership Director, as part of the official membership roster listing for the Association. This listing shall be produced and made available to all members at the time of the Annual Meeting, and at other times as directed by the Board. It is the responsibility of all members, active and associate, to keep the Membership Director informed of any change in status, address, or other information affecting their membership status.

ARTICLE V
BOARD OF DIRECTORS

Section 1. General Powers - The business and affairs of the Association shall be managed by its Board of Directors. At any time it is determined necessary for the Board of Directors to vote on matters arising during the conduct of Board business, voting authority shall be limited to one vote per position on the Board of Directors for each of the following positions: President, President-Elect, Past President, Membership Director, Secretary, Treasurer, Member-at-Large (Institutional), Member-at-Large (Institutional), Member-at-Large (Individual) and Member-at-Large (Individual). The Program Director position, by virtue that it is an appointed position on the Board, shall be limited to one vote regardless of the number of members serving as Program Director in any one year.

Section 2. Number-There shall not be fewer than eleven (11) Directors. The Directors shall consist of the President, President-Elect, Past President, President’s Program Director(s), Membership Director, Secretary, Treasurer, and four (4) Directors to be elected from the membership-at-large at the Annual Meeting. The Members-at-Large will include two (2) Institutional Members and two (2) Individual Members.

Section 3. Regular Meeting and Quorum - A regular meeting of the Board of Directors shall be held without other notice than these Bylaws and at the same place as the Annual Meeting of the members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings. The President shall be responsible for establishing a quorum at any duly called meeting of the Board of Directors.

Section 4. Special Meetings - Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two Directors of the Board.

Section 5. Committees - The President, with the advice of the Board, may appoint a series of ad hoc and/or standing committees to deal with specific items of business of concern to the Association.

ARTICLE VI
DIRECTORS

 Section 1. Number - The Directors of the Association shall be President, President-Elect, Past President, President’s Program Director(s), Membership Director, Secretary, Treasurer, and four (4) Members-at Large; and these persons shall constitute the Board of Directors of the Association. Such other Directors and Assistant Directors as may be deemed necessary shall be elected or appointed by the Board of Directors. No board member may hold more than one office at any one time.

Section 2. Nominating Committee- The President shall ensure a three (3) member Nominating Committee is appointed at least six (6) months prior to the Annual Meeting. Generally, the immediate Past-President will be appointed by the President to serve as Chair of the Nominating Committee. The Chair of the Nominating Committee will select two Active Members to serve on the Committee, one of whom must be an Institutional Member and the other must be an Individual Member. The Chair may invite the current President-Elect to participate in the committee deliberations as a non-voting ex-officio member.

The President, by written announcement, shall make known to Association Members the persons selected for the Nominating Committee not less than five (5) months prior to the Annual Meeting. Said announcement will include an invitation to the membership to make known to the Chair of the Nominating Committee the names of the Association Members thought to be candidates for the Board of Directors. Association Active members are encouraged to make themselves known to the Nominating Committee if they are interested in participating on the Board of Directors.

The Nominating Committee shall propose a slate of candidates consisting of the President-Elect and other Director positions that may be eligible for election. All candidates must be current, active members of the Association. Only Institutional Members are eligible for the position of President-Elect. All members are eligible for the positions of Membership Director, Secretary and Treasurer, and Members-at-Large. The Chair of the Nominating Committee will announce the slate of candidates to the Association by written notice not less than two (2) months prior to the Annual Meeting of the Association. Nominations other than those proposed by the Nominating Committee may be made only at the time of the Annual Meeting by voting members who are in attendance at such meeting.

Section 3. Election and Term of Office - Elections of officers shall occur as follows:

(a) Election is held annually for the President and President-Elect positions. Each serves a 
one-year term scheduled to being the new calendar year following the election.

(b) Election is held in odd-numbered years for the Secretary, Membership Director, one 
Institutional Member-at-Large, and one Individual Member-at-Large. Each serves a two-
year term scheduled to begin the new calendar year following the election.

(c) Election is held in even-numbered years for the Treasurer, one Institutional Member-at-
Large , and one Individual Member-at-Large. Each serves a two-year term scheduled to 
begin the new calendar year following the election.

Section 4. Appointment and Term of Office - The President’s Program Director(s) shall be appointed for one year by the Board of Directors of the Association. All members are eligible for consideration.

Section 5. Ascendancy Provision
Should the current President or President-Elect cease to be a senior administrator in a department of internal medicine, but remains in an academic medicine position, he/she is eligible to complete his/her elected term through Past President, subject to the approval of the Board of Directors. In such case, the individual is afforded the full rights and privileges of an Institutional Member through the duration of his/her elected term.

If an Active Member serving on the Board of Directors in any capacity other than President-Elect, President, or Past President leaves their management position within internal medicine, but remains in an academic medicine position, he/she is eligible to complete their term of office, subject to the approval of the Board of Directors. In such case, the individual is afforded to full rights and privileges of an Active Member.

Section 6. Vacancies and Removal - Vacancies in any office arising from any cause may be filled by the Board of Directors by a two-thirds (2/3) vote of the Board.

The Board of Directors of the members may remove any Director at any time by an affirmative vote of (2/3) of the Board of Directors or by a two-thirds (2/3) vote of the members at a duly called meeting of the Board or the membership.

Section 7. President - The President shall be the Executive Director of the Association and shall have charge of the general direction and promotion of its affairs with authority to perform such acts as necessary or proper to carry on the business of the Association. The President shall prepare the agenda for, and shall preside at, the meetings of the Association and Board of Directors, and shall be assisted by the other Directors and may seek aid, as needed from other members and non-members, including persons specifically requested to provide liaison between the Association and other organizations. The President may, during the absence of any Director, delegate said Director’s duties to any other Director on an interim basis.

Section 8. President-Elect - The President-Elect shall, in the absence or disability of the President, perform the duties of the President and shall perform other such duties as may be delegated to the President-Elect from time to time by the President and shall otherwise function as a member of the Board of Directors.

Section 9. President’s Program Director(s) - The Program Director(s) shall have the responsibility of coordinating the educational content of the Annual Meeting of the Association as well as any additional educational meetings of the Association. The Program Director(s) shall serve as a member of the Board of Directors and shall perform such other duties as may be delegated to the Program Director(s) from time to time by the President or the Board of Directors.

Section 10. Membership Director - The Membership Director shall have responsibility for the official membership roster of the Association and responsibility for maintenance of a roster of members entitled to vote at any meeting of the Association. The Membership Director shall serve as a member of the Board of Directors and shall perform such other duties as may be delegated to the Membership Director from time to time by the Board of Directors or by the President.

Section 11. Treasurer - The Treasurer shall have responsibility for collecting dues and rendering written notices to the membership sixty (60) days prior to the due date and shall render complete financial statements at the Annual Meeting and at such times as may be requested of the Treasurer. The Treasurer shall perform such other duties as are incident to the office of Treasurer or as may be delegated to the office by the Board of Director or by the President.

Section 12. Secretary - The Secretary shall issue notices of all meetings of members and all meetings of the Board of Directors, shall keep the minutes of all such meetings, shall serve as custodian for all records of Association activities, and shall make such reports and perform such duties as are incident to the office of Secretary and shall perform such other duties as may be delegated by the Board of Directors or by the President.

ARTICLE VII
QUORUM AND VOTING

 With respect to any meeting of the members, the voting members at such meeting shall constitute a quorum, but a quorum shall not be less than 25 percent of the roster of voting members. If a vote is taken on any matter at a meeting, except as otherwise provided herein, the matter shall be acted upon affirmatively on a favorable vote of a majority of the members present and voting.

ARTICLE VIII
ANNUAL DUES

 The annual dues shall be such as the Board may set from time to time. Annual dues are payable by July 1 of each year and shall become delinquent if not paid by August 1. Members whose dues are delinquent at the time of the Annual Meeting shall forfeit their voting rights at that meeting.

ARTICLE IX
CONTRACTS, LOANS, CHECKS, DEPOSITS, ETC.

 Section 1. Contracts - The Board of Directors may authorize any Director or Directors, agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Association with approval of a majority of the Board; and such authority may be general or confined to specific instances.

Section 2. Loans - No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of two-third (2/3) vote of the voting members present at the Annual Meeting. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. - All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by the Treasurer of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits - All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE X
TERMINATION OF MEMBERSHIP

 Membership may be terminated by written resignation of a member to the Membership Director or failure to meet membership requirements.

ARTICLE XI
AMENDMENTS

 Section 1. Amendments - These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted at the Annual Meeting by a majority vote of the active members present and voting. Proposals for changes in the Bylaws may be offered by the Board of Directors or any member. Such proposals must be submitted by the Secretary to the membership in writing at least thirty (30) days prior to the Annual Meeting. Proposed amendments by members must be submitted to the Secretary at least sixty (60) days prior to the Annual Meeting.
Section 2. Emergency Provisions - From time-to-time emergencies may arise that require consideration of changes in the Bylaws without the required thirty (30) days notice to the active members. In such cases, the active members present and voting at the Annual Meeting shall vote first on whether to adopt the emergency provisions. A majority vote in the affirmative shall permit consideration of the proposed change(s) in the Bylaws in accord with Article XI, Section I.

These Bylaws supersede previous Bylaws, amendments and changes to those Bylaws.