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About APM: Bylaws
(revised 7/1/05)
Article I
Name
The name of the organization shall be the Association of Professors of Medicine, Inc. (the “Association”).
Article II
Purpose
The purposes of the Association are to benefit and aid the education, research, and patient care missions of departments of medicine and internal medicine at accredited medical schools in the United States, Commonwealth of Puerto Rico, and Canada by holding forums and meetings and publishing appropriate materials. Also, to promote internal medicine as a career discipline and cooperation with other organizations within the internal medicine community. And, to promote effective management of departments of medicine, to serve as a core resource for members of the Association, and to investigate and support new initiatives in research, education, and patient care.
Article III
Membership
The membership of the Association shall consist of two categories: institutional, and affiliate.
Institutional Members. The institutional members of the Association shall consist of the chairs (or designated acting or interim chairs) of the departments of medicine or internal medicine at each of the Liaison Committee for Medical Education (LCME) or Committee on Accreditation of Canadian Medical Schools (CACMS) - accredited medical schools in the United States, Commonwealth of Puerto Rico, and Canada. The membership shall be the representative of their medical school within the Association and at its meetings.
There shall be one institutional representative from each LCME and CACMS-accredited medical school, regardless of the number of departments of medicine or internal medicine that exist within each institution. It shall be the responsibility of the institution to designate one representative to the Association when more than one chair or department exists.
Any member who ceases to be a chair (or acting or interim chair) of a department of medicine or internal medicine which he or she represented shall automatically cease to be an institutional member of the Association. Any medical school accredited by the LCME and CACMS after the date of the enactment of these by-laws will be entitled to have one institutional representative within the Association.
Harvard Medical School will continue to have three APM institutional members. These members represent Harvard Medical School-Beth Israel Deaconess Medical Center, Harvard Medical School-Brigham and Women’s Hospital, and Harvard Medical School-Massachusetts General Hospital.
Affiliate Members. There shall also be a category of members of the Association known as affiliate members. To be eligible for affiliate membership in the Association, the candidate must:
1) Have a faculty appointment at the level of professor.
2) Have exhibited leadership in the department and in academic internal medicine in areas related to research, education, or clinical care. This leadership should be easily documentable.
In order to be considered for affiliate membership in the Association, a candidate must be nominated for affiliate membership by the institutional member of the APM-affiliated department. The Board of Directors would make the final decision on the candidates’ nomination.
There would be no more than two affiliate members per institutional department.
Affiliate membership in the Association would be based on good standing and continuous participation in APM’s activities. Affiliate members who are not active participants in the APM or who are not in good standing may have their membership terminated by the Board of Directors.
Affiliate membership terminates when the affiliate member leaves the position from which he/she was elected. If the institutional member from the affiliate’s medical school leaves their position as chair, the affiliate’s continued membership will be based on the continued support from the new institutional member.
Article IV
Meetings
There shall be at least one regular meeting of Association’s membership. This meeting will be open to all members of the Association and others as designated by the Board of Directors. Business matters, such as (but not limited to) by-laws amendments, reports from the Secretary-Treasurer on the current financial structure of the Association and reports of the Nominating Committee, may be introduced, discussed, and voted on at this meeting.
The Board of Directors of the Association shall set the dates and locations for these meetings. Additional meetings may be called at the discretion of the Board of Directors.
Article V
Officers
The Officers of the Association shall consist of the President, President-Elect, Past-President, and Secretary-Treasurer.
The terms of office for the President, President-Elect, Past-President, and Secretary-Treasurer shall be one year. The cycle for the terms of office will normally run from July 1 to June 30 of any given year. After completing the one-year term, the Secretary-Treasurer will normally be nominated as President-Elect. The President-Elect shall succeed the President upon completion of the President’s term.
An election shall be held each year during the annual membership meeting for Secretary-Treasurer and President-Elect. Prior to this meeting, the President will appoint a Nominating Committee consisting of at least three members of the Association. The election shall be by a majority of the members present and voting.
To be eligible for nomination for a position as an Officer, a candidate must be an institutional member of the Association in good standing.
There shall also be a Board of Directors (the “Board”) of the Association. The membership of the Board will consist of the Officers, four members at-large, the chairs of the standing committees of the Association, and the Editor-in-Chief of The American Journal of Medicine (Editor-in-Chief). If the Editor-in-Chief is an APM member, he/she will serve as a voting member; if not an APM member, he/she will serve as a non-voting member of the Board. The Editor-in-Chief will not participate in any discussions concerning APM’s relationship with The American Journal of Medicine. The President shall serve as chair of the Board during his or her term as President.
The nominating committee will select nominees for the at-large positions on the Board. These positions will be filled by election at the same time as the election for Officers. Terms for at-large members will be for four years.
Affiliate members of the Association are eligible to serve on all committees and task forces of the APM, including the Board of Directors.
If a member of the Board of Directors is no longer a department chair before 24 months of the end of his/her term on the leadership, he/she may complete his/her term at the request of the remaining board members. If a member of the Board of Directors is no longer a department chair during his/her term on the leadership, and if the remaining board members do not request his/her continued service on the board, then the association’s officers will work with the Nominating Committee to identify a current Association member to complete the outgoing board member’s term.
Article VI
Duties of Officers
The President shall preside over the meetings of the Association, and the Board of Directors and shall be the chief representative of the Association in appropriate public forums. He/she shall be assisted by other members of the Board of Directors.
The President-Elect shall serve in the place of the President when necessary and shall otherwise function as a member of the Board of Directors.
The Secretary-Treasurer shall serve as the chief financial officer of the Association. He/she is authorized to collect dues and any other fees approved by the Board of Directors from the membership, and to disburse funds of the Association in accordance with the instructions of the President and Board of Directors.
The Officers and Board shall meet as necessary throughout the year. Meetings of the Officers and Board shall be called by the President.
The President and Board of Directors shall solicit the opinion of the members of the Association on matters of current interest to the Association and shall act in accordance with the expressed wishes of the membership. When such solicitation is not, in the discretion of the Board of Directors, feasible, the Board of Directors shall be empowered to act on behalf of the Association without a solicitation of the members.
Members of the Board, or any other member of the Association, shall not be compensated by Association funds, beyond the reimbursement of reasonable expenses approved by the Board of Directors for Association-related travel or other business, or otherwise gain financially from service in the Association.
Article VII
Committees
The President, with the advice and consent of the Board of Directors, may appoint a series of standing and ad hoc committees to address issues important to academic internal medicine and related to the operations of the Association.
The President, with the advice of the Officers, will also appoint the chairs of the committees. Terms for committee chairs and members will be for two years. The President and Board of Directors have the option to renew membership on a committee following the completion of a term.
The Association may also establish liaisons with other organizations within academic medicine, and have members from such organizations serve as members of standing or ad hoc committees.
In addition to other standing and ad hoc committees, there shall be a Nominating Committee to receive nominations from Association members for candidates to serve on the Board of Directors.
Article VIII
Staff and National Office
The Association, acting through the Board of Directors, may hire staff to carry out the operations of the Association. Such staff may include an Executive Director, to serve as the chief operating officer of the Association.
The Association shall maintain a national headquarters, to serve as the permanent repository of all Association records and membership information.
Article IX
Fiscal Year and Audit
The fiscal year for the Association shall begin on July 1 and end on June 30. Within a reasonable time after the conclusion of each fiscal year, the financial records of the Association shall be audited by a certified public accountant. This audit will be presented to the Secretary-Treasurer for review.
Article X
Annual Dues and Fees
The Board of Directors may set annual dues for membership in the Association. They may also levy fees for other Association activities. Other funds may be collected in furtherance of the purposes of the Association.
Article XI
Use of Funds
The funds collected under Article X may be used only to further the purpose of the Association and in compliance with the rules and applications of the exemption from federal taxation granted to the Association under Section 501(c)(3) of the Internal Revenue Code.
Article XII
Quorum and Voting
With respect to any meeting of the members of the Association, one-third of the members shall constitute a quorum. If a vote is taken on any matter, except as provided herein, the matter shall be acted upon affirmatively on a favorable majority of the institutional members present and voting.
Affiliate members shall not vote directly in meetings of the Association, but instead shall register their vote through a caucus with their institutional member.
Article XIII
Amendments to the Bylaws
An amendment to the by-laws may be made in accordance with the following procedures:
· A proposed amendment may be offered at an annual meeting of the Association.
· The proposed amendment must be made available to the members of the Association 30 days prior to the start of the meeting.
· The proposed amendment will be adopted upon the affirmative vote of at least two-thirds of the members present and voting.
· In the alternative, the proposed amendment may be voted on by mail. Printed ballots will be circulated with the proposed amendment to all members of the Association. The ballots will be returned to the national headquarters of Association, and the results certified by the Secretary-Treasurer. To approve an amendment using this procedure, two-thirds of the membership must return affirmative votes.
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