Article I—Name
The name of the organization shall be the Association of Specialty Professors, Inc. (the “Association or ASP”). The Association shall become incorporated as a non-profit corporation.
Article II—Purpose
The Association exists to promote and support the specialties of internal medicine as a career discipline and to facilitate cooperation with and among other organizations within internal medicine. The purposes of the Association are to benefit and aid the education, research, and patient care missions of academically oriented specialty programs in internal medicine in the United States, Commonwealth of Puerto Rico, and Canada by holding forums and meetings as well as publishing appropriate educational and public policy material. The Association also exists to support new initiatives in education, biomedical research, and patient care for the benefit of its specialty programs as they discharge their academic and professional responsibilities.
Article III—Mission
The specialties of internal medicine in academically oriented medical centers offer a wide range of intellectual, educational, clinical, and investigational activities to the related schools of medicine and the academic health care delivery systems. They, therefore, have educational responsibilities covering the entire range of medicine, from the level of medical students, through trainees in internal medicine and other specialties, and within the specialty training programs themselves. The educational missions enrich and are coordinated with health care delivery activities as well as fundamental and clinical research. A national organization is required to represent these disciplines, as an advocate and source of advice to other parties, that process, both independent of and coordinated with other competing concerns.
The Association of Specialty Professors was chartered as an independent outgrowth of established scientific subspecialty societies in internal medicine. Its initial mission was to represent and consider the need of all subspecialty training programs aspiring to quality education and research that typically leads to recognized certification of the trainees. With time, the mission expanded to incorporate the more general concerns of the academic specialties of internal medicine.
The focus of the Association is on all matters that affect the ability of academic specialty programs in the United States to achieve their academic and clinical missions. In particular, the Association of Specialty Professors has an interest in representing specialty programs cumulatively in matters regarding academic goals, career development, education, and operations.
The Association, through its Officers and Council will interface with all appropriate federal and non-federal regulatory agencies, or other societies that are part of internal medicine and express an interest in matters regarding the specialties.
Article IV—Membership
Membership in the Association shall be in the categories: Divisional, Departmental, Individual, and Societal.
Divisional and Departmental Members
Membership in the Association will be offered to divisions of internal medicine with Accreditation Council for Graduate Medical Education (ACGME) or Royal College of Physicians and Surgeons of Canada (RCPSC) accredited training programs. Each division is represented by two faculty members, typically the division chief and fellowship training program director.
- Divisional membership is available to internal medicine divisions at academic health centers as outlined above.
- Departmental membership is available to institutions that wish to enroll all of the department of internal medicine’s divisions as ASP members at one time.
The individuals representing divisions, either through divisional or departmental membership, with current memberships receive benefits and services from the Association. These representatives are allowed one vote per individual in Association elections.
Divisions without ACGME- or RCPSC-accredited training programs:
Academically focused specialty divisions (such as divisions of emerging specialties or division that offer continued training beyond residency) without ACGME- and RCPSC- accredited training programs may petition the association’s council for membership eligibility. Divisions without ACGME- or RCPSC-accredited fellowship programs must be at institutions with an internal medicine residency program accredited by ACGME or RCPSC.
Specialties that wish to petition the association must do so as a collective (rather than institution by institution.) Upon the council’s approval, membership eligibility will be granted to all of the specialty’s divisions for a limited evaluation period.
Following the evaluation period, the association’s council will consider permanent membership eligibility for the specialty’s divisions. Upon the council’s approval, these divisions may join the association via the established departmental or divisional membership structure.
Petition for membership eligibility should be timed with the specialty’s petition for representation on the ASP Council. If both petitions are approved, the evaluation periods for membership eligibility and council representation should be synchronized.
Individual Members
Individual membership is available to:
(a) Physicians involved in an accredited fellowship program who do not serve as division representatives.
(b) Former members who no longer work in a division of internal medicine but wish to continue participating in the organization’s activities.
Current individual members receive benefits and services from the Association.
Individual members are allowed one vote in Association elections.
Societal Members
Societal membership is available to organizations that represent internal medicine physician specialists. Societal members may enroll their staff or physician leaders as representatives of their organization. Current societal member representatives receive benefits and services from the Association. Societal organizations are not eligible to vote in Association elections.
Article V—Meetings
The Council should consider holding meetings for the membership as needed.
Article VI—Governance
The officers and councilors shall constitute the Council of the Association. The business and affairs of the Association shall be managed by the Council of the Association. The officers of the Association shall consist of the President, President-Elect, Past President, and Treasurer.
- Nominating Committee and Elections. Officers for election will be determined by a Nominating Committee appointed by the President and consisting of at least three members of the Association. The Nominating Committee will select nominees for the Treasurer, who will serve one year and then succeed the President-Elect, President, and Past President of the Council. The Treasurer will be elected by a majority of members polled by ballot each spring.
- Treasurer, President-Elect, President, Past President. The terms of office for each position shall be one year. The cycle for the terms of office will normally run from July 1 to June 30. The President-Elect shall succeed the President upon completion of his/her term. Only the President and Past President will complete his/her term of office, if he/she is in office at the time they cease to be training program or division director.
- Councilors. Each council member will have one vote in any decision requiring a vote on policy matters before the Council. Each council member must be a member of the association at the time of appointment or must join the organization upon becoming a councilor.
Appointed Councilors. Two individuals are appointed to the Council of the Association from each specialty in internal medicine as determined by the Association. In determining these specialties, the Council should review the specialties recognized by the Accreditation Council for Graduate Medical Education (ACGME) and the American Board of Internal Medicine (ABIM), in addition to distinct emerging specialty areas. Additional appointments to the Council will be considered individually as petitioned.
Each specialty may have two representatives on the Council, one individual representing the specialty and the second individual representing the training programs. Once the specialties are determined, the Officers will determine the appropriate appointing organization. These organizations will appoint representative(s) to the Council for a term of three years. Appointed councilors are eligible for re-appointment for an additional term.
Emerging specialties or specialties which provide training beyond residency without ACGME- or RCPSC-accredited training programs may petition the association to receive representation on the ASP Council. Upon the Council’s approval, the specialty area will be granted two positions on the association’s council (one representing the specialty and one representing the specialty’s training programs) for a limited evaluation period. Following the evaluation period, the council will determine if the specialty should become a permanent member of the association’s leadership.
Petition for representation on the council should be timed with the specialty’s petition for membership. If both petitions are approved, the evaluation periods for membership eligibility and council representation should be synchronized.
- Council Members-at-Large. In addition, the membership of the Council will consist of three members-at-large whose nomination to the Council will be advanced through the Nominating Committee from the general membership of the Association. The terms for the members-at-large will be three years. Council members-at-large are eligible for re-appointment for an additional term. Members-at-large will have the same voting rights and privileges of Appointed Councilors and will each have one vote in all Council decisions.
Article VII—Duties of the Officers
The President shall preside over the meetings of the Association and Council as well as be the chief representative of the Association at appropriate public forums. He/she will be assisted by other members of the Council as required. The President shall direct the activities of the Treasurer who will act as the Chief Financial Officer and Secretariat of the Association. The Treasurer is authorized to collect dues and fees approved by the Council from the membership, prudently manage fund balances, and disperse funds of the Association in accordance with the instructions of the Council. The Council shall meet as often as necessary. The President and the Council 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 feasible, at the discretion of the Council, the Council shall be empowered to act on behalf of the Association without the solicitation of the members. The President-Elect may serve in the absence and at the request of the President. The Past President serves at the pleasure of the President and normally will chair the Nominating Committee.
Members of the Council and any other members of the Association will not be compensated by Association funds beyond the reimbursement of reasonable expenses approved by the Council for Association-related travel or other business, or otherwise gain financially from service in the Association.
The Council shall have responsibility for arbitrating any disputes regarding membership in the Association or for correcting any membership deficiencies on the Council in its proper performance of duty.
Article VIII—Committees
The President, with the advice and consent of the Council, may establish committees to address issues important to academic specialty internal medicine in relation to the operations of the Association.
The President, with the advice of the Council, will also appoint the chairs of the committees. The terms for the committee chairs and members will be determined by the Council. The President and the Council shall 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.
Article IX—Staff and National Office
The Association, acting through the Council, may hire staff to carry out the operations of the Association.
The Association shall maintain a national headquarters to serve as a permanent repository for all Association records and membership information.
Article X—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 or reviewed by a certified public accountant. This audit will be presented to the President and Treasurer for review. This audit will then be presented to the Council.
Article XI—Annual Dues and Fees
The Council 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 XII—The Use of Funds
The funds collected under Article XI can 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 XIII—Quorum and Voting
With respect to any meeting of the members of the Association, one–third of the current departmental, divisional, and individual 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 members so asked to vote. Individual members may vote in all matters of organizational concern except the bylaws. In matters of the bylaws, voting is limited to the two divisional representatives. The Council deliberating and voting in its normal conduct of the affairs of the Association may act in the affirmative of a majority vote on any given matter.
Article XIV—Amendments to the Bylaws
Amendments to the Bylaws may be made in accordance with the following procedures:
- Proposed amendment may be offered by any Council member of the Association.
- The proposed amendment must be available to the members of the Council of the Association 30 days prior to the start of a meeting to consider the amendment. Such an amendment must be first approved by a majority of the full Council before it is passed on to the full membership for a vote.
The proposed amendment will be adopted upon the affirmative vote of the Association’s members. The Treasurer shall distribute the proposed amendment to each Association member for his/her vote. The ballots will be returned to the national headquarters of the Association and the results certified by the President or his/her designee.
Founding ASP Members:
N. Franklin Adkinson, MD, Joseph S. Alpert, MD, William Arend, MD, Edward D. Crandall, MD, PhD, Lawrence S. Friedman, MD, Lynn D. Loriaux, MD, PhD, Paul W. Ladenson, MD, Peter A. Cassileth, MD, John G. Bartlett, MD, John Glick, MD, Russel E. Kaufman, MD, Mark S. Klempner, MD, Spencer Koerner, MD, Robert J. Mayer, MD, Eric G. Neilson, MD (President), and Margaret Stone (Administrator)
Approved: 07/01/2005