Article I—Name
The name of the organization shall be Association of Program Directors in Internal Medicine, Inc., (the "Association" or the "corporation").
Article II—Purpose
The corporation exists to advance medical education by benefiting and aiding approved institutions located in the United States of America, the Commonwealth of Puerto Rico, and Canada which have internal medicine residency programs. Other international internal medicine residency programs may be included by action of the Council. The Association is a professional organization to support program directors in pursuit of excellence in graduate medical education for internal medicine. Approved medical education programs are those approved by the Residency Review Committee for Internal Medicine and accredited by the Accreditation Council on Graduate Medical Education or approved by the Internal Medicine Residency Accreditation Program and accredited by the Royal College of Physicians and Surgeons of Canada. Whenever possible, international programs must be approved by a comparable accrediting body. References hereinafter in these bylaws and in the articles of incorporation of this corporation to the "Residency Review Committee" shall mean the Residency Review Committee for Internal Medicine and the Internal Medicine Residency Accreditation Program or comparable international accrediting bodies.
Article III—Members, Voting, Eligibility
(A) Members
The Members of the Association shall be individuals holding the following positions at institutions that are accredited in the manner described in ARTICLE II, and who shall be eligible for membership only if the appropriate institution maintains a program membership in the Association:
(1) the designated Director of the residency training program, as listed with the Residency Review Committee;
(2) the Chair of the Department of Medicine responsible for a training program, where there is a separately designated program director;
(3) the Director of a three-year residency training program in Internal Medicine that is a component of a program listed with the Residency Review Committee as a single program under another program director;
(4) the Director of any special track, e.g., Medicine/Pediatrics, Primary Care, etc., in the approved residency program;
(5) the Director of the Medical Clinics or other key faculty used as an integral part of the approved residency program, if that person is recommended by the appropriate Program Director;
(6) the Associate Directors of a residency training program, or departments of medicine, as described above in paragraphs (1), (2), (3), (4), and (5);
(7) the Residency Program Administrator or Coordinator or Assistant, and
(8) persons no longer in the above seven (7) categories, who may retain full membership with the permission of the current Program Director.
(B) Voting
The Program Director or his/her designee of each accredited internal medicine residency training program shall have one vote on all matters relating to the adoption and amendment of bylaws, the amendments of the articles of incorporation, and on any other matter on which the Council of the Association may desire a vote of the directors of accredited internal medicine training programs. On all other matters all members of the Association, as defined in Article III, Part A, Paragraphs 1 - 8, may vote. Notwithstanding the foregoing and Article Ten of the Articles of Incorporation of the Association (which sets forth the classification of members), no member may vote on any matter unless the dues for the member's hospital have been paid currently.
Article IV—Meetings
There shall be an annual meeting of the association. An interim meeting may also be held if called by the Council of the Association. The Council of the Association shall fix the precise date of these meetings and shall set any registration fees that may be charged in connection therewith. The Council of the Association may also call additional meetings.
Article V—Officers and Councilors
(A) Governance
The elected officers and councilors shall constitute the Council of the Association, which shall serve in lieu of a Board of Directors for the Association. The elected officers of the Association shall consist of the President, the President-Elect, the Immediate Past-President, the Secretary-Treasurer, and, every third year, the Secretary-Treasurer Elect. In addition, nine councilors are elected. These officers and councilors shall be chosen from among physician members of the Association.
The Executive Vice-President shall be associated full time with the Association, manage the Association, and function as its Chief Operating Officer.
The President-Elect and the Secretary-Treasurer Elect must either be or have been a Program Director or Associate Program Director, as defined in Article III, Part A, Paragraphs 1, 2, 3, and 4 and must either be currently or have been a member of the Council.
(B) Duties and Terms of Office
The President shall prepare the agenda for and preside at the meetings of the Association and the Council. In addition, the President shall be responsible for dealing throughout the year with problems of major concern to the Association. The President shall be assisted by the other officers and councilors and may seek aid, as needed, from other members and nonmembers, including persons specifically requested to provide liaison between the Association and other organizations. The President speaks for the Association and may designate elected officers or councilors or the Executive Vice President to speak for the Association. The President may invite the Committee Chairs, editors of APDIM publications, and others to attend Council meetings as necessary.
The role of the Executive Vice President is to insure the overall management of the Association and the implementation of goals and objectives set forth by the Council and its elected officers.
The President-Elect shall serve in the place of the President when necessary and shall otherwise function as a member of the Council of the Association. The President-Elect shall normally succeed to the presidency the year after election. If the President is unable to serve a full term, for any reason, the President-Elect shall assume the presidency through the end of the term of the incumbent and shall then succeed to his/her elected term.
The Secretary-Treasurer shall serve as recorder at the meetings of the Association and the Council and shall collect the dues. The Secretary-Treasurer shall be authorized to disburse the funds of the Association in accordance with the instructions of the President, who shall act with the advice of the Council.
The Secretary-Treasurer Elect shall assist the Secretary-Treasurer with fulfilling the duties of that office. The Secretary-Treasurer Elect shall normally succeed the Secretary-Treasurer the year after his/her election.
The Council shall meet as often as necessary, and shall act on behalf of the membership in furthering the purposes of the Association and in conducting its business. Meetings of the Council shall be called by the President. The Council may, if it deems appropriate, solicit opinions from the membership to assist in guiding the judgment of the Council on any issue. The Council shall report its activities to the membership in an executive summary of the minutes of each Council meeting. After receipt of the executive summary, full minutes may be obtained by any member upon written request.
The terms of office of the President, the President-Elect, and the Immediate Past-President, and the Secretary-Treasurer Elect shall be one (1) year. The terms of office of the Secretary-Treasurer and the Councilors shall normally be three (3) years. The cycle for the terms of office will normally run from July 1 to June 30 of each year.
In the event that a Councilor, the President-Elect or the Secretary-Treasurer, is unable to complete his/her term of office, it shall be the option of the Executive Committee to select a replacement. The replacement shall serve only until the next scheduled election, and the vacancy shall be treated in the same fashion as any other position on the Council as identified in Section C of this article.
(C) Nominations for Officers and Councilors
Nominations for officers and councilors occur through the Nominating Committee as defined through Article VI, Section B or by nomination of the membership. Any member of the association may nominate a candidate for Council. Additional candidates may be added to the ballot provided the individual obtains 25 signatures of the voting membership and a statement of interest signed by the candidate. This nomination must be presented to the chair of the nominating committee in writing by January 1 each year and will be identified separately from the nominating committee candidates on the ballot. The nominating committee will include such a nomination with a biographical sketch on the ballot to be officially issued to the membership. The ballot will also include space for write-in candidates.
Article VI—Committees
(A) Standing Committees
(1) The Executive Committee shall consist of the President, the Immediate Past President, President-Elect, the Secretary-Treasurer, and the Secretary-Treasurer Elect. The President shall serve as the chair and will call meetings as needed. The Executive Committee shall be empowered to act for the Council in all matters requiring action before the next Council Meeting. The Executive Committee will be responsible for the financial and operational functions of the association, and for monitoring all ethical issues that have implications for association members. Periodically the President shall appoint a member of Council to review the bylaws and recommend revisions to the Council as necessary.
(2) The President, with advice and consent of the Council, 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.
(B) Nominating Committee
The President shall appoint a nominating committee consisting of no less than five (5) members of the association, including three members-at-large and two most recent past presidents. The committee shall be chaired by the Immediate Past President.
In a timely manner, the nominating committee shall publicize well in advance of its deliberations the positions to be filled, and shall invite suggestions from the membership. The nominating committee shall propose two candidates for each available Council position and one candidate for the position of President-Elect. One candidate for the position of Secretary-Treasurer Elect shall be proposed in the second year of the incumbent Secretary-Treasurer's term of office.
The nominating committee shall strive to field a slate of candidates which maintains a Council that is representative of the membership. The Nominating Committee shall consider each candidate's participation in association activities as well as in other Internal Medicine organizations.
The slate of candidates proposed by the nominating committee shall be distributed to membership with a brief biographical sketch of each candidate by February 1. The three candidates who receive the greatest number of votes are selected as new councilors. In the event of a tie, the officers and councilors shall make a decision. The newly elected officers and councilors take office July 1.
The number of terms a member may serve on the Council is not restricted so long as his/her eligibility and election are done in accordance to the described procedures within these bylaws.
(C) Committee Terms and Responsibilities
The committee chair shall be appointed by the President-Elect, unless the chair is otherwise specified within these bylaws.
Unless otherwise specified, all committee appointments shall be for a three (3) year term with the option of reappointment. The President-Elect and the committee chair shall appoint committee members. New committee appointments shall be made by July 1.
Each committee has advisory and operational responsibilities to the Council and to the membership. These shall constitute a part of the regular Council agenda. The President and Executive Vice President shall be ex officio members of all committees, without vote, unless either or both are designated members of that committee.
Article VII—Subgroups and Special Interest Groups
(A) Subgroups
Subgroups are a subset of the membership having clearly identifiable characteristic(s) or situation(s) which distinguish them from other member groups. Subgroups may have formal organizational recognition provided they fulfill operational requirements as determined by Council.
(B) Special Interest Groups
Special Interest Groups are comprised of members with common professional interests who meet at national meetings for the purposes of communication, education, or problem solving.
Article VIII - Quorum and Voting
With respect to any meeting of the members, the members present at such meeting shall constitute a quorum. 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 IX - Annual Dues
The annual dues shall be such as the Council may set from time to time.
Article X - Fiscal Year
The fiscal year of the association shall be set by the Council.
Article XI - Amendments to the Bylaws
An amendment to these bylaws may be made only in accordance with the following procedure:
(A) The proposed amendment must be sponsored by at least 25 members of the Association, or presented by the Executive Committee and approved by Council.
(B) The proposed amendment shall be presented at either the spring or fall meeting of the Association.
(C) The Secretary-Treasurer of the Association shall within thirty (30) days following that meeting distribute a copy of the proposed amendment to each of the Program Directors as defined in Article III, Part (A) (1), of this document, along with a ballot on which the Program Director may indicate his/her vote. The Program Director shall thereafter have thirty (30) days from the date on which the proposed amendment is distributed to vote on the proposed amendment. A vote shall be cast by returning the ballot to the Secretary-Treasurer and shall be deemed cast on the date of the postmark on the envelope or electronic receipt of the ballot. In order for the proposed amendment to be adopted, it must be approved by the affirmative vote of two-thirds of the ballots received, provided that at least 50% of the ballots have been returned.
Approved: 07/26/03