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Bylaws amendments to be voted on at 1999 Annual Session

From the March 1999 ACP-ASIM Observer, copyright 1999 by the American College of Physicians-American Society of Internal Medicine.

Amendments to the ACP-ASIM Bylaws will be voted on by the membership at the 1999 Annual Business Meeting. The meeting will be held at 12:45 p.m. on Saturday, April 25, as part of Annual Session at the Ernest N. Morial Convention Center in New Orleans.

A two-thirds vote of the Masters, Fellows, and Members present at the Annual Business Meeting is required for the adoption of these amendments. At its Feb. 6-7 meeting, the Board of Regents recommended that the members vote in favor of the following proposed amendments:

  • In Article II, state the Mission and Goals from the College's Strategic Plan as the objects and purposes of the organization.
  • In Articles VI, VII and X, add provisions for conducting the elections of College Officers, Regents, and Officers of the Board of Governors by mail.
  • All Regents currently in office shall be eligible for nomination as President-Elect or as Chair-Elect of the Board of Regents (Article VI, Section 4; Article VII, Section 6).
  • The Chair-Elect of the Board of Regents shall be an ex officio member of the Board of Regents and shall no longer serve concurrently as one of the "Regents," as defined in the bylaws. The effect of this change is to increase the number of Board members by one (Article VII, Section 2, Section 3 and Section 6).
  • State explicitly that sitting Governors may not be candidates for Regent until the final year of their terms as Governor (Article VII, Section 2).
  • Add the Chair-Elect of the Board of Governors as a voting member of the Executive Committee of the Board of Regents (Article VII, Section 9.1; Article X, Section 11).
  • Add the Chair-Elect of the Council of Associates and the Chair-Elect of the Council of Student Members as voting members of the Board of Governors (Article VIII, Section 2, Section 3; Article X, Section 1).
  • The Chair of the Nominations Committee shall be chosen from among recent Presidents Emeriti and Chairs Emeriti of the Board of Regents (Article VIII, Section 1).
  • Appointment of the Nominations Committee members shall be made by the Chair of the Board of Regents in consultation with the President, with the exception of the Chair and members of the Governors' Subcommittee on Nominations, who will be appointed by the Chair of the Board of Governors (Article VI, Section 2; Article VII, Section 6.4).
  • Change the College's parliamentary authority to Davis's Rules of Order (Article XIII, Section 5).

The amendments were proposed by the College's Bylaws Committee, which consists of James J. Bergin, FACP (Chair), John Noble, FACP, and Laurence D. Wellikson, FACP. For a complete copy of the current ACP-ASIM bylaws, see the ACP-ASIM Online attachment or call Customer Service at 800-523-1546, ext. 2600, or 215-351-2600 (9 a.m. to 5 p.m., EST).

As amended, the relevant articles and sections of the ACP-ASIM Bylaws would read as follows. (New text is underlined.)

Article II. Purposes of the Organization

The ACP-ASIM is a corporation established exclusively for charitable, educational, and scientific purposes, composed of qualified internists and allied specialists of high standing.

The particular mission of the ACP-ASIM, as stated in the Certificate of Incorporation, is to enhance the quality and effectiveness of health care by fostering excellence and professionalism in the practice of medicine. The goals of the ACP-ASIM are:

(a) To establish and promote the highest clinical standards and ethical ideals;

(b) To be the foremost comprehensive education and information resource for all internists;

(c) To advocate responsible positions on individual health and on public policy relating to health care for the benefit of the public, our patients, the medical profession, and our members;

(d) To serve the professional needs of the membership and advance internal medicine as a career;

(e) To promote and conduct research to enhance the quality of practice, the education and continuing education of internists, and the attractiveness of internal medicine to physicians and the public; and

(f) To recognize individual excellence and distinguished contributions to internal medicine.

Article VI. Officers of the ACP-ASIM

Section 1. Officers. The officers of the ACP-ASIM shall be the President, the President-Elect, the Immediate Past President, the Treasurer, and the Executive Vice President.

The President-Elect and Treasurer shall be elected by a majority vote of the combined members of the Board of Regents and the Board of Governors. Voting shall be by mail ballots. The election shall be held each year at some time between the first day of January and the fifteenth day of March. The Nominations Committee shall nominate one candidate for each of the offices of President-Elect and Treasurer.

The Executive Vice President shall be appointed by the Board of Regents.

Section 2. President. The President shall be the senior elected officer of the ACP-ASIM. The President shall preside at all meetings of the membership of the ACP-ASIM and at all Convocations for the conferring of Certificates of Master, Fellow, and Honorary Fellow and for the presentation of awards. The President shall serve ex officio on the Education, Health and Public Policy, Medical Services, Membership, Publication, and Finance Committees. The President shall serve ex officio on the Board of Regents and shall represent the ACP-ASIM at Regional and Chapter meetings and public functions. The President shall perform such other duties as are specified in these bylaws or as may be assigned by the Board of Regents.

Section 4. President-Elect

The nominee for the office of President-Elect must be a Master or Fellow of the College and must be one of the Regents as defined in Section 2 of Article VII. The term of the President-Elect shall be one year, beginning and ending at the conclusion of the Annual Business Meeting, after which year the President-Elect shall assume the office of President.

Article VII. Board of Regents

Section 2. Membership. The Board of Regents shall consist of thirty two permanent members and up to seven temporary members. The permanent members of the Board of Regents shall comprise the eighteen Regents elected in accordance with Section 4 of this Article VII; the Chair, Chair-Elect, and Immediate Past Chair of the Board of Regents; the President; the President-Elect; the Immediate Past President; Treasurer; the Chair, Chair-Elect, and Immediate Past Chair of the Board of Governors; the Chair of the Council of Subspecialty Societies; the Chair of the Council of Medical Societies; the Chair of the Council of Associates; and the Executive Vice President, who shall be a non-voting member of the Board of Regents. In addition, there shall be no more than seven temporary members of the Board of Regents, who shall serve as "Regents" with all the rights and privileges of that office. Four of the temporary Regents shall have been selected by the former American Society of Internal Medicine in conjunction with the Chair of the Board of Regents from among individuals who were members of the Board of Trustees of the American Society of Internal Medicine at the time of its merger with the American College of Physicians; they shall serve for no more than one three-year term as temporary Regents. The other three temporary Regents shall have been the President, the Treasurer, and the President-elect, respectively, of the former American Society of Internal Medicine at the time of its merger with the American College of Physicians; their terms as Regents shall be one year, two years, and three years respectively.

As used in these bylaws, the term "Regents" shall refer to the eighteen permanent Regents elected in accordance with Section 4 of this Article VII and to the temporary Regents defined in this Section 2 of Article VII; the term "members of the Board of Regents" shall refer to all members of the Board of Regents, voting and non-voting, elected and ex officio. A candidate for election as a Regent must be a Master or Fellow of the College at the time of nomination. No member of the Board of Governors other than the Chair, Chair-Elect, and Immediate Past Chair thereof shall be a member of the Board of Regents. No sitting Governor shall be eligible for nomination as a Regent until he/she is in the final year of his/her term as Governor.

Section 3. Terms of Members of the Board of Regents. When a Regent is elected or appointed to an office which carries with it an ex officio membership on the Board of Regents, his or her then-current term as a Regent shall terminate. The maximum term of service as a voting member of the Board of Regents shall be ten years. Portions of a year served as a member of the Board of Regents shall not be considered in computing the total years of service permitted as a voting member of the Board of Regents.

Section 4. Nomination and Election of Regents. The Nominations Committee shall nominate candidates for the positions to be filled at the annual election of Regents, and such Regents shall be elected by a majority vote of the combined members of the Board of Regents and Board of Governors. Voting shall be by mail ballots. The election shall be held each year at some time between the first day of January and the fifteenth day of March.

The Nominations Committee report shall be published to the membership of the ACP-ASIM at least one month prior to the election. Additional nominations may be made to the Executive Vice President by a petition that shall have been signed by at least fifty Masters, Fellows, and/or Members and shall be submitted within one month after the publication of the Nominations Committee report.

(a) If the Nominations Committee nominates an incumbent Regent for reelection, then no other candidate shall be nominated with respect to that position. Each voting member of the Board of Regents and Board of Governors shall be entitled to cast one vote either for or against each such candidate for reelection, and such Regent shall be reelected if a majority of the votes cast are in favor of such reelection. If a candidate for reelection does not receive a majority of votes in favor of reelection, then that position will be filled by the candidate with the greatest number of votes from among the candidates nominated pursuant to subparagraph (b) below who was not elected pursuant thereto.

(b) With respect to positions to be filled for which no incumbent Regent has been nominated for reelection, the Nominations Committee shall nominate that number of candidates which is equal to twice the number of such positions as may be available each year in either or both of two slates of candidates for Regent: 1) individuals who shall be former Governors when the term as Regent is to begin; and 2) individuals who are not former Governors. The number of such slates and the number of candidates on each slate shall be determined each year by the Nominations Committee. Each voting member of the Board of Regents and Board of Governors shall be entitled to cast one vote for each position on each slate of candidates which is to be filled and for which there is no candidate nominated for reelection pursuant to subparagraph (a), and such positions shall be filled by the candidates receiving the highest number of votes on each slate of candidates.

Section 6. Officers of the Board of Regents. The officers of the Board of Regents shall be the Chair, the Chair-Elect, and the Immediate Past Chair. The nominee for the office of Chair-Elect must be a Master or Fellow of the College, and must be one of the Regents as defined in Section 2 of Article VII.

Section 6.1. Nomination and Election. The Regents' Subcommittee on Nominations shall nominate, from among the Regents defined in Section 2 of Article VII, one candidate for the office of Chair-Elect. In addition, nominations may be made from the floor by other members of the Board of Regents provided that any Regent whose name is placed in nomination has agreed to serve if elected. The Chair-Elect shall be elected by a majority of the members of the Board of Regents voting at a meeting of the Board of Regents held for that purpose in accordance with Section 7 of this Article VII.

Section 6.4. Duties of the Chair. The Chair of the Board of Regents shall preside over all meetings of the Board of Regents, shall serve ex officio on the Education, Health and Public Policy, Medical Services, Membership, Publication, and Finance Committees, shall appoint in accordance with Article VIII, Section 3, the chairs and members of all committees and subcommittees of the ACP-ASIM except the Executive Committee of the Board of Regents, and shall have general supervision and direction of the activities of the Board of Regents.

Section 7. Meetings. Meetings of the Board of Regents may be held within or without the State of Delaware. The Board shall hold its "Organizational Meeting" once in each year at the time and place of the Annual Session and immediately following the Annual Business Meeting of the membership. Regular meetings of the Board of Regents shall be held at such times and places as the Board of Regents may determine and shall include a meeting for the election of the Chair-Elect preceding the Annual Session. Special meetings of the Board of Regents may be called at any time by the Chair of the Board of Regents and shall be called by the Chair on request made in writing signed by a majority of the members of the Board of Regents. A combined meeting of the Board of Regents and the Board of Governors shall be held annually within a week of the Annual Session. Additional combined meetings of the Board of Regents and the Board of Governors may be called by the Chair of the Board of Regents.

Section 9. Executive Committee of the Board of Regents.

Section 9.1. Membership. The Executive Committee of the Board of Regents shall be composed of the following permanent members: Chair of the Board of Regents, who shall chair the Executive Committee, the Chair-Elect of the Board of Regents, the President, the President-Elect, the Treasurer, the Chair and the Chair-Elect of the Board of Governors, and the Executive Vice President, except that the Executive Vice President shall serve without vote. In addition, there shall be, for three years only, one temporary member who shall be one of the temporary Regents. The temporary member shall be appointed annually by the Chair of the Board of Regents.

Article VIII. Committees and Councils

Section 1. Nominations Committee. There shall be a Nominations Committee composed of twelve permanent members and three temporary members. The permanent members of the Nominations Committee shall comprise the following: the Chair of the Nominations Committee, who shall also serve as the Chair of the Regents' Subcommittee on Nominations; three Regents who are appointed by the Chair of the Board of Regents in consultation with the President, and who, together with the Chair, shall constitute the Regents' Subcommittee on Nominations; three Governors appointed by the Chair of the Board of Governors, who shall constitute the Governors' Subcommittee on Nominations; three members- at-large appointed by the Chair of the Board of Regents in consultation with the President; and the Immediate Past President of the ACP-ASIM and the Immediate Past Chair of the Board of Regents, who shall be non-voting members of the Nominations Committee. The three temporary members of the Nominations Committee shall have been proposed by the former American Society of Internal Medicine for appointment by the Chair of the Board of Regents in consultation with the President and the Chair of the Board of Governors and shall serve for no more than two one-year terms. One temporary member shall be a member of the Regents' Subcommittee on Nominations, one shall be a member of the Governors' Subcommittee on Nominations, and one shall be an at-large member of the Nominations Committee.

The Chair of the Nominations Committee shall be appointed by the Chair of the Board of Regents in consultation with the President, from among the Presidents Emeriti and Chairs Emeriti of the Board of Regents who shall have been retired from the Board of Regents no more than four years. The Chair of the Governors' Subcommittee on Nominations shall be appointed by the Chair of the Board of Governors from among the members of the Governors' Subcommittee on Nominations. The Regent and Governor members of the Nominations Committee may not be current officers of the Board of Regents or Board of Governors. All members shall serve one-year terms with eligibility for one additional year. No one shall serve more than two consecutive years. The Nominations Committee shall perform those duties as are specified in these bylaws, and such additional duties as may be assigned by the Board of Regents.

Section 2. Establishment of Committees and Councils. In addition to the Nominations Committee, the Executive Committee of the Board of Regents, the Executive Committee of the Board of Governors, and any other committees or councils provided for in these bylaws, there shall be the following standing committees and councils of the ACP-ASIM and such other committees and councils as shall be established by the Board of Regents:

Education Committee
Finance Committee
Health and Public Policy Committee
Medical Services Committee
Membership Committee
Publication Committee
Awards Committee
Bylaws Committee
Ethics and Human Rights Committee
Council of Associates
Council of Student Members
Council of Subspecialty Societies
Council of Medical Societies

Section 3. Appointment of Committee and Council Members. The composition of committees and councils of the ACP-ASIM (except the Nominations Committee, the Executive Committee of the Board of Regents, the Executive Committee of the Board of Governors, and any other committees or councils provided for in these bylaws) shall be as established by the Board of Regents. Except as otherwise provided for in these bylaws or by the Board of Regents, the Chair of the Board of Regents, in consultation with the President and the Chair of the Board of Governors and subject to approval by the Board of Regents, shall appoint the chairs and members of all committees of the ACP-ASIM.

The Council of Subspecialty Societies, Council of Medical Societies, Council of Associates, and Council of Student Members shall be constituted as determined by the Board of Regents.

Article X. Board of Governors

Section 1. Board of Governors. There shall be a Board of Governors, which shall serve as an advisory board on matters of policy to the Board of Regents, and as a forum for members thereof to express their views on matters affecting the ACP-ASIM, with respect to which the Board of Governors shall make recommendations to the Board of Regents. The permanent members of the Board of Governors shall consist of the Chair of the Board of Governors, the Governors of the three Government Regions, and all of the Governors of the Regions of the ACP-ASIM who shall have been elected by their respective Regions. The Chair-Elect of the Council of Associates and the Chair-Elect of the Council of Student Members also shall be voting members of the Board of Governors. In addition, there shall be twenty temporary members of the Board of Governors, who shall serve as voting members of the Board of Governors, and who shall have been selected by leaders of the former American Society of Internal Medicine in conjunction with the Chair of the Board of Governors from among individuals who were leaders of the American Society of Internal Medicine at the time of merger with the American College of Physicians. Ten of the temporary Governors shall serve a term that shall extend through no more than two fall conferences of the Board of Governors, and the other ten temporary Governors shall serve a term that shall extend through no more than three fall conferences of the Board of Governors. Temporary Governors shall, however, be eligible for election as permanent Governors of Regions of the ACP-ASIM. Vacancies that occur among the twenty temporary Governors shall remain vacant.

Section 8. Meetings. The Board of Governors shall meet twice annually. One such meeting shall be held in the week of the Annual Session of the ACP-ASIM and be known as the Annual Meeting of the Board of Governors. The second of such required meetings shall convene in the fall. In addition, there shall be a combined meeting of the Board of Regents and the Board of Governors annually within a week of the Annual Session. Additional combined meetings of the Board of Regents and the Board of Governors may be called by the Chair of the Board of Regents.

Section 9. Officers of the Board of Governors. The Governors' Subcommittee on Nominations shall nominate two candidates for Chair-Elect of the Board of Governors from among the third-year Governors. The Subcommittee shall publish its report to the members of the Board of Governors, setting forth the names of the candidates together with biographic information, at least two months prior to the election. Additional nominations may be made to the Executive Vice President by a petition signed by at least ten members of the Board of Governors together with a signed statement by the nominee stating a willingness to serve if elected. Petitions must be received within one month following publication of the report of the Governors' Subcommittee on Nominations.

The Chair-Elect of the Board of Governors shall be elected by the members of the Board of Governors. The election shall be held each year at some time between the first day of December and the last day of February. The candidate who receives a majority of the vote shall be elected Chair-Elect. If no candidate receives a majority vote on the first ballot, voting shall continue, by excluding the candidate(s) receiving the lowest number(s) of votes, until a majority vote is achieved.

Section 11. Duties of the Chair-Elect. The Chair-Elect shall assume the duties of the Chair during the absence or incapacity of the Chair, serve ex officio on the Board of Regents and on the Executive Committee of the Board of Regents, and perform such other duties as may be assigned by the Chair of the Board of Governors.

Article XIII. Miscellaneous

Section 5. Parliamentary Authority. Except to the extent inconsistent with these bylaws, any special rules of order adopted by the ACP-ASIM or any applicable statute, the rules contained in the current edition of Davis's Rules of Order shall govern meetings of the members, the Board of Regents, the Board of Governors, and the combined Board of Regents and Board of Governors.

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