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Bylaws changes for adoption at Annual Session 2001

From the February 2001 ACP-ASIM Observer, copyright 2001 by the American College of Physicians-American Society of Internal Medicine.

Amendments to the ACP-ASIM Bylaws will be voted on by College members at the Annual Business Meeting, which will be held at 12:45 p.m. on Saturday, March 31, as part of the College's Annual Session in Atlanta.

A two-thirds vote of Masters, Fellows and Members present at the Annual Business Meeting is required for the adoption of these amendments. At its October 2000 meeting, the Board of Regents recommended adoption of post-transition changes to the Bylaws. At its January 2001 meeting, the Board of Regents recommended that the membership vote to adopt changes regarding Associate voting.

The relevant articles and sections of the ACP-ASIM Bylaws have been excerpted from the full text and would read as follows, if adopted. New text is underlined; deleted text appears with a line through it. The full text of the ACP-ASIM bylaws is available on ACP-ASIM Online (www.acponline.org). Members may also request a copy via mail from ACP-ASIM Customer Service at 800-523-1546, ext. 2600, or 215-351-2600 (9 a.m. to 5 p.m., EST).

Article III. Members

Section 6. Associates. "Associates" shall be medical school students who have been accepted for training in internal medicine, or physicians who are in training in internal medicine or in an allied or related specialty. Appointment to Associate membership in the ACP-ASIM may be made upon application in accordance with such rules as the Board of Regents may adopt from time to time. Associate membership shall not constitute a claim on any other class of membership. Associates shall have such privileges as the Board of Regents shall determine from time to time, and, after two years of Associate membership, Associates shall have the right to vote, but they shall not have the right to vote or hold office, except that: 1) the Chair of the Council of Associates shall be a voting ex officio member of the Board of Regents; and 2) Associates may be appointed to serve as voting members of committees or other governance bodies.

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 electronic or mail ballots. The election shall be held each year at some time between the first day of January and the fifteenth day of March. In the event of a tie, the Chair of the Nominations Committee shall vote to break the tie. 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. Membership. The Board of Regents shall consist of thirty-two permanent three 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 and the fifteen members of the Board of Regents who shall serve ex officio: the Chair, Chair-Elect, and Immediate Past Chair of the Board of Regents; the President; the President-Elect; the Immediate Past President; the 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; the Chair of the Council of Student Members; 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, 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 the 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. The term of a Regent shall be three years. Permanent Regents shall be eligible for re-election for a second three-year term. The term of a temporary Regent (whether one, two, or three years) shall be considered one term as a Regent. Individuals who have served as temporary Regents shall be eligible for nomination for available first-term Regent positions. No individual shall serve more than two terms as a Regent (whether permanent or temporary).

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 electronic or mail ballots. The election shall be held each year at some time between the first day of January and the fifteenth day of March.

Section 5. Vacancies among the Regents. If a vacancy occurs among the permanent Regents, the position shall remain vacant until the next regularly scheduled election of Regents. Vacancies that occur among the temporary Regents shall remain vacant.

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 member of the Governors' Subcommittee on Nominations, and one shall be an at-large member of the Nominations Committee.

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 2. Governors and Governors-Elect. In each Region there shall be a Governor. The Governor shall serve for a four-year term commencing at the conclusion of the Annual Business Meeting of the membership. A Governor-Elect for such Region shall serve a one-year term concurrent with the fourth year in office of the Governor and at the end thereof succeed to the office of Governor and serve a four-year term. Governors-Elect shall attend meetings of the Board of Governors with the privilege of discussion but without vote, except when serving as an alternate as set forth in Section 7 of this Article X. No permanent Governor may serve more than one term in the same Region.

Section 4. Nomination and Election of Governors. In each Region, except the Government Regions, the Governor shall appoint a local nominations committee from among the Masters and Fellows within such Region, which committee shall, prior to any election of a Governor-Elect for such Region, nominate, from among the Masters or Fellows within the Region, two candidates who have agreed to serve if elected, for the position to be filled. The names of such candidates shall be forwarded to the Governors' Subcommittee on Nominations together with such other information as the Governors' Subcommittee on Nominations shall request. The Governors' Subcommittee on Nominations shall be responsible for the technical review and approval of the two candidates for Governor-Elect of individual Regions, as submitted by the nominations committees of the respective Regions. Notice of the forthcoming election, including the names and pertinent information with respect to the two candidates, shall then be given to the members entitled to vote in the Region by mail, electronically or by publication in an official publication of the ACP-ASIM mailed to all members in the Region. Such notice shall include notice of the time within which additional nominations may be made by the members in such Region and the approximate date on which ballots will be mailed or electronically transmitted to members entitled to vote in the Region.

Additional candidates may be nominated by written petition signed by ten percent of the members from the Region entitled to vote in such election. Such petitions shall be delivered to the Executive Vice President of the ACP-ASIM within the time set forth in the notice of the election. The election shall then be conducted by mail or electronic ballot and all Masters, Fellows, and Members in the Region shall be entitled to vote. The candidate receiving a plurality of the votes shall be elected. In the event of a tie, the Chair of the Nominations Committee shall vote to break the tie. For this reason, the Chair of the Nominations Committee shall abstain from voting in the election of the Governor or Governor-Elect of the Region or Chapter of which the Chair of the Nominations Committee is a member.

Section 5. Appointment of Governors for the Government Services. The Governors-Elect for the Army, Navy, and Air Force shall be appointed by the Surgeons General of their respective services. Only Masters and Fellows on active duty in the military services shall be appointed as Governors-Elect for such Government Regions.

The Chair-Elect of the Board of Governors shall be elected by the members of the Board of Governors. Voting shall be by electronic or mail ballots. 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. In the event of a tie, the Chair of the Nominations Committee shall vote to break the tie.

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' 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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