Article I–Name
The name of the organization shall be Clerkship Directors in Internal Medicine (CDIM).
Article II–Mission
Founded in 1989, the Clerkship Directors in Internal Medicine (CDIM) promotes excellence in the education of medical students in internal medicine by developing, implementing, and disseminating ideas for curriculum, evaluation, research, administration, and career development.
Article III–Membership
Membership shall be in the categories “Institutional,” “Individual,” and “Associate.” Membership will be granted to individuals in the positions described below in Departments of Internal Medicine of Liaison Committee on Medical Education (LCME) or Committee on Accreditation of Canadian Medical Schools (CACMS) accredited medical schools of the United States, the Commonwealth of Puerto Rico, and Canada. These individuals in departments of medicine at medical schools outside of the United States, the Commonwealth of Puerto Rico, and Canada may be included by action of the Council. Whenever possible, international schools should be approved by a comparable accrediting body.
A. Institutional Members. The Institutional Representative shall be the Clerkship Director or other qualified educator (MD or equivalent) designated by the Chair (or equivalent).
B. Individual Members. Individual Members shall be physicians and other educators, not including Institutional Representatives, who teach or have responsibility for teaching internal medicine to medical students. Individual members may include:
1. The Chair or Director of a Department of Internal Medicine or other designated individual responsible for the internal medicine clerkship training program;
2. The Director of a Clerkship Program at a site separate from its accredited medical school;
3. Directors of courses designed to build fundamental skills in history taking, communication, and physical examination;
4. Directors of advanced clerkships in internal medicine (i.e., subinternships or acting internships, and electives);
5. Directors or co-directors of multidisciplinary and/or primary care clerkships;
6. PhD and non-physician educators;
7. Persons no longer in the above categories who retain membership with the consent of their department chair or Institutional Representative; and
8. Former officers of the association.
C. Associate Members. Associate Members shall be persons holding the following positions:
1. Clerkship administrator, coordinator, or other non-physician assistant to the clerkship program;
2. Others, nominated by the Department Chair or Institutional Representative, who fulfill major support roles for internal medicine training.
Article IV–Meetings
The organization shall conduct at least one meeting per year which shall include a business meeting for the purpose of conducting such business as shall properly come before the voting membership.
Article V–Officers and Councilors
The elected officers of the Clerkship Directors in Internal Medicine shall be the President, the President-Elect, the Immediate Past President and the Treasurer. The officers, six Councilors (who are elected by the membership), and each appointed chair of the association’s standing committees shall constitute the Council of the organization. This group shall meet at least once annually.
A. Eligibility for nomination:
1. All candidates for elected officer or council positions shall be Institutional Representatives or Individual Members as defined in Article III.
2. The President-Elect and Treasurer must be an Institutional Representative or Individual Member. Up to 50% of the Council positions will be open to Individual Members.
3. The President-Elect and Treasurer shall have served as a member of the Council at the time or any time prior to the nomination.
4. Representation on the council shall be limited to not more than two representatives per academic institution.
B. Term of office:
1. The President, President-Elect, and Immediate Past President shall serve one year and shall not be eligible for re-nomination as an elected officer or councilor until they have been out of office at least one year.
2. The Treasurer shall serve for two years and shall be eligible for re-nomination for an additional two-year term, a maximum of four years.
3. Councilors shall serve three-year terms with two councilors elected each year.
4. No member may serve on the Council for more than ten consecutive years.
C. Filling vacant positions on the council:
1. If a vacancy is created on the Council, an interim councilor should be named from among those candidates nominated for councilor positions not elected to office during the most recent election (i.e.: the unsuccessful candidate receiving the most votes, excluding candidates for president-elect and treasurer). This individual would be designated as an “interim councilor” who would complete the term of the prematurely departing councilor. At the end of the interim term, the interim councilor would be eligible to be nominated for a full term. Interim councilors are not eligible to be nominated for president-elect or treasurer. The interim councilor will serve on the council only with the final approval of the President and Council. In the event that no candidate is available from the prior ballot, the President shall nominate an interim councilor in a timely fashion. This candidate may be installed only with the final approval of the Council.
Article VI–Duties of the Officers
The President shall prepare the agenda and preside at meetings of CDIM and its Council. The President shall provide for the recording of action items. The President shall be responsible, between meetings of the Council and/or the voting membership, for initiating action on business important to the organization. The President may consult with any member of the organization to facilitate the orderly conduct of the organization’s business. The President or his/her designee will represent CDIM in the conduct of business with other national organizations or agencies important to the goals of CDIM.
The President-Elect shall serve in the place of the President when necessary and shall otherwise function as a member of the Council.
The Treasurer shall be authorized to collect the dues and be authorized to disburse the funds of the organization in accordance with directives and policies established by the Council and approved by the Members. The Treasurer shall, in conjunction with the Executive Director or Management Consultant, prepare the annual budget and recommend the dues structure for review and approval by the Council. The Treasurer shall ensure an annual review of the organization’s finances, which will be presented to the membership at the annual business meeting.
The Council, meeting at the request of the President, shall act on behalf of the membership to further the goals of the organization and in conducting its business. The action items of each Council meeting shall be given to any member of the organization upon written request. The President will report the actions of the Council to the next business meeting of the membership.
The Council may remove any member at any time by an affirmative vote of two-thirds (2/3) of the Council or by a two-thirds (2/3) vote of the members at a duly called meeting of the Council or the membership.
Members of the Council, or any other member of the Association, shall 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.
Article VII–Committees
Membership on committees shall be open to Institutional Representatives (whose dues are current), Individual Members (whose dues are current), and, for specified committees, to Associate Members (whose dues are current). The President shall be an ex officio member without vote on all committees.
The President, with the 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.
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 Council 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 Council.
A. Nominating Committee:
1. The Nominating Committee shall consist of four eligible Institutional Representatives or Individual Members not serving on the Council, at least 50 percent of whom shall be Institutional Representatives. No two of these four members may represent the same institution. The committee shall be chaired by the Past President. In the event that the Past President is not able to chair the committee, the chair should be at the discretion of the President. After his/her one-year term as chair, the Past President will serve a second year on the committee as an ex officio (non-voting) member. Committee members will serve two-year, staggered terms. Nominating Committee members shall be appointed by the President at the start of each fiscal year (July 1). The committee should always be comprised of four regular members, the “past” past president (if available), and the chair.
2. The Nominating Committee will solicit qualified candidates to fill all positions, secure their consent to serve if elected and present a slate, in writing, to the membership.. The slate shall provide at least one nominee for each office as well as for the two council positions and shall include a statement of purpose from each candidate and—for eligible voting members—a ballot. Completed ballots shall be provided to the CDIM office. Officers shall be elected by a simple majority of the quorum, as defined in Article VIII. Council positions will be filled by the two individuals receiving the most votes. In the event of a tie, a runoff ballot will be distributed to the eligible voting members. All positions begin the first day (July 1) of the new fiscal year.
3. No member of the Nominating Committee may be nominated for office.
Article VIII–Quorum and Voting
A. Quorums:
1. All issues requiring a vote will be conducted by ballot as outlined in Articles VIII and IX. A simple majority of the eligible membership (as defined in Article VIII, Section B2) shall constitute a quorum. For a vote taken on any matter, except as otherwise provided in the Bylaws, the matter shall be acted upon affirmatively according to the largest number of votes cast.
2. At all meetings of the Council and committees, a simple majority of the Council or committees shall constitute a quorum. If a vote is taken on any matter during a meeting, except as otherwise stipulated in the Bylaws, the matter shall be acted on affirmatively following a favorable vote by a simple majority of Council or committee members.
B. Voting qualifications:
1. The Institutional Representative (as defined in Article III) shall have one vote on all matters relating to the adoption and amendment of bylaws and any other matter on which the Council of the Association may desire a vote of the appointed clerkship directors. On all other matters all members of the Association (as defined in Article III) may vote.
2. Notwithstanding the foregoing, no member (as defined in Article III) may vote on the election of officers if the dues for the member have not been paid for the current membership year (July 1- June 30).
Article IX–Amendments to the Bylaws
An amendment to these Bylaws must be made in accordance with the following procedure:
A. The proposed amendment shall be sponsored by 25 Institutional Representatives and/or Individual Members as defined in Article III, Part B, Paragraphs 1-5 or it shall be presented by an ad hoc bylaws review task force (appointed by the President) after approval by the Executive Council.
B. The Treasurer of CDIM shall, within thirty (30) days of the annual meeting at which the proposed amendment is to be considered, send a written copy of the proposed amendment to each CDIM member.
C. The proposed amendment shall be redistributed and subject to discussion during the annual business meeting.
D. A ballot regarding the bylaws amendment(s) will be distributed to all eligible Institutional Representatives as defined in Article VIII within 30 days following the annual meeting and will be returned to the CDIM office.
E. The ballots shall be counted and retained by the Executive Director until the close of business of the next annual business meeting.
F. A proposed amendment shall be adopted upon the affirmative vote of two-thirds (2/3) of the ballots received.
Article X–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 XI–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 XII–Fiscal Year and Financial Review
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 reviewed by a certified public accountant. This review will be presented to the Treasurer.
Article XIII–Use of Funds
The funds collected under Article XI 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 XIV–Parliamentary Authority
All meetings of the organization shall be conducted according to the current edition of Robert’s Rules of Order, Newly Revised.
Last Amended: December 19, 2005
Changes Presented to CDIM Council: July 21, 2008
Changes Presented to CDIM Membership: November 1, 2008
Changes Approved: January 9, 2009