AMERICAN COLLEGE OF OSTEOPATHIC INTERNISTS BYLAWS
The American College of Osteopathic Internists, Inc., (ACOI) is an educational organization whose purpose is to advance the practice of osteopathic internal medicine.
ARTICLE I: OFFICES
The corporation may have office locations as determined by the Board of Directors, or as the affairs of the corporation may from time to time require. The address of its registered office is C. Thomas Brown, 4071 Chain Bridge Road, Fairfax, VA 22030.
ARTICLE II: MEMBERSHIP
Section 1. Class of Members. The College shall have seven (7) classes of members. The designation of such classes shall be as follows:
Section 2. Active Members. Those persons to be elected to Active membership under these Bylaws shall be approved by a two-thirds (2/3) vote of the Board of Directors. Only those candidates who have the following requisites may be voted upon for Active membership by the Board of Directors:
Section 3. Candidate Members. Candidate members shall be in formal training programs in internal medicine approved by the American College of Osteopathic Internists, Inc., and the American Osteopathic Association (or the ACGME), or having completed such training, be in the process of qualifying for Active Membership status. Candidate Members shall have the requisites listed under paragraphs (a), (b), and (c) of Section 2 for Active members. Candidate members shall automatically be presented for Active membership status upon completion of their residency programs. Candidate members may attend all business meetings of the College. Candidate members shall not have the right to vote or hold office.
Section 4. Emeritus Members. An Active member who has been in good standing continuously for thirty-five (35) years may become an Emeritus member after written request to the Executive Director and upon approval of two-thirds of the Board of Directors. Emeritus members may have the full privileges of Active membership except the right to hold office or to vote.
Section 5. Retired Members. An Active member in good standing who is retired from active practice, including any employment dependent on one’s medical degree, but not eligible for Emeritus status, or who is completely disabled, may apply for Retired member status by written request to the Executive Director. Upon a majority vote of the Board of Directors, the application for Retired status shall be approved.
Section 6. Associate Members. Physicians and other professionals whose professional activities are in a specialized field cooperating with, or allied to, osteopathic internal medicine, or physicians whose practices are largely in the field of internal medicine but who may be ineligible for Active or Candidate membership, having evidenced interest in the objectives of the College, may be elected to Associate membership by the Board of Directors. Associate members shall not have the right to vote or hold office. The Board of Directors may consider extenuating circumstances in considering applications for Associate member status.
Section 7. Honorary Members. Persons whose professional services are in a specialized field cooperating with internists, or who have made an outstanding contribution to some phase of internal medicine, such as teaching or research, may be elected to Honorary membership by the Board of Directors.
Section 8. Student Members. Those persons who are enrolled as students in a college of osteopathic medicine approved by the Commission on Osteopathic College Accreditation and who have an interest in the field of internal medicine may be elected to Student membership in the College. Student members may attend all business meetings of the College. Student members may not have the right to vote or hold office.
Section 9. Active Members must attend educational programs. In order to maintain their membership in the College, Active Members must attend at least one educational program sponsored by the College every third year and must attend at least one annual business meeting of the College every third year. Upon the written request of an Active Member and for demonstrated good cause, the Executive Director may provide a one-year waiver of the attendance requirement.
Section 10. Change of Membership Status. The Board of Directors shall have the power to change the status or terminate the membership of any member of any class of membership including an Active or Candidate member who no longer qualifies under paragraphs (c) or (e) of Section 2 of Article II, or who becomes disqualified under Section 9 of Article II. All questions of suspension, termination, or change in membership status must first be referred to the Executive Committee for investigation and report, except in those cases where a member automatically loses membership for failure to pay dues, including authorized assessments, or for failure to possess a license to practice.
Section 11. Reinstatement. Any member who has been suspended for any reason and who shall desire to be reinstated shall file an appropriate application with the Executive Director. Any such application must be accompanied by a check covering dues for the current fiscal year, including any current assessments. The Executive Director shall refer the application to the Executive Committee, which shall investigate the same and make its report to the next meeting of the Board of Directors. The applicant shall be responsible for reasonable expenses of the investigation. The Board of Directors shall then determine whether such applicant shall be reinstated. Any amounts paid for current dues, less the actual expenses of the investigation, shall be returned if the applicant is denied reinstatement.
ARTICLE III: FELLOWS, MASTER FELLOWS AND HONORARY FELLOWS
Section 1. Requirements for the Degree of Fellow. The Board of Directors may award the title of "Fellow" to one who meets the following requirements:
A completed application includes a nomination form signed by the candidate and primary sponsor, letters from the primary and secondary sponsors and the candidate's curriculum vitae.
The Executive Director will maintain an updated list of those members of the College who are eligible for nomination. This list shall be provided to the fellows of the College each year. Completed applications must be returned to the office of the executive director by a date specified and publicized to the fellows. The applications will be reviewed under a process determined by the Board of Directors. After the review and approval of candidates by the Board of Directors, the list of approved nominees will be mailed to all members of the Conclave of Fellows for their advice and consent. Members of the Conclave must return any written, dissenting comments within thirty (30) days of transmittal of the list of nominees. If no dissenting responses are received, the nominees and their sponsors shall be notified of their selection for induction into the conclave of fellows at the forthcoming annual meeting. In the event of dissenting comments, the nomination will be reevaluated in a timely manner by the Board of Directors. The Board will notify in writing the nominee and sponsor of a nominee whose candidacy is not approved under this process.
Fellows are authorized to use the designation "FACOI" for as long as they remain members in good standing of the College.
Section 2. Requirements for Master Fellowship. The Gillum Society of Master Fellows is an honorary society of highly distinguished osteopathic internists who have achieved recognition through their superiority in clinical practice, teaching or research. Individuals accepted for admission to master fellowship in the ACOI, Inc., will have demonstrated that their participation has raised the level of excellence of the organizations in which they participate. Such individuals will have advanced osteopathic internal medicine through their contributions to national, state or local organizations; significant ongoing research contributions; development of a clinical program or service that has achieved regional or national recognition, receipt of awards for excellence in teaching from local and national organizations, and other achievements.
To be considered, a candidate must be a Fellow who is nominated by letter outlining the candidate's qualifications. Those who meet the basic criteria for membership as determined by the Executive Committee, will be contacted and asked to provide a curriculum vitae, and to identify a list of individuals who may be asked to write detailed letters explaining the candidate's qualifications for membership. Additional information may be solicited from other sources. The specific criteria listed above will be provided to those asked to endorse a candidate and must be addressed in the letters of support. Nominations will be reviewed under a process determined by the Board of Directors. Members of the Gillum Society of Master Fellows of the ACOI, Inc., are authorized to use the designation "MACOI" for as long as they remain members in good standing of the College.
Section 3. Honorary Fellows. The Board of Directors may by unanimous vote award the title of Honorary Fellow to individuals manifesting exceptional concern, skill or ability in areas related to health, education, and public welfare.
Section 4. Other Awards. The Board of Directors may present other awards as from time to time it determines may be appropriate.
Section 5. Appropriate certificates attesting to "Fellow,” "Master Fellow," "Honorary Fellow" and others shall be issued by the College.
ARTICLE IV: MEETING OF MEMBERS
Section 1. Annual Meeting. There shall be an annual meeting of the College for educational purposes and the transaction of business, which shall be held in conjunction with the annual convention of the College. At the annual meeting, there shall be an election of officers and members of the Board of Directors and the transaction of other business. Written notice of the time and place of the annual meetings of the College shall be sent to each member at least thirty (30) days in advance of the time of such meetings and notice of such meetings shall be published in an official publication of the American College of Osteopathic Internists, Inc.
Section 2. Special Meetings. A special meeting of members may be called by a simple majority vote of the Board of Directors and shall be called upon the written request of 20 percent (20%) of the Active members as validated by the Executive Director. If a special meeting is called by the Board of Directors, the Board shall specify the date, time, place and purpose of the meeting. The Executive Director shall send written notice to each Active member of any special meeting at least thirty (30) days prior to the date of the meeting of the time, place and purposes for which the meeting is called.
ARTICLE V: BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the College shall be managed by its Board of Directors and Officers, including but not limited to the appointment of all committees.
Section 2. Number, Tenure and Qualifications. The College shall have nine (9) elected directors, three (3) of whom shall be elected each year by the Active members at the annual meeting for three year terms of office. In addition, the President, President-Elect, Immediate Past President, Past President and Secretary-Treasurer shall be ex-officio members of the Board during their terms of office as said officers of the College. All shall enjoy voting privileges on all issues. No elected director shall be elected for more than three (3) terms. For purposes of this paragraph, a person who is elected to fill a vacancy and who serves two (2) years or more of said term shall be considered to have served a full term.
Section 3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held in conjunction with, and at the same place as, the annual meeting of the members.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by, or at the written request of, the President or any five (5) directors. Any such special meeting site shall be selected at the discretion of the President of the College.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least fifteen (15) days previously thereto by written notice delivered personally or sent by mail or electronically to each director at his or her address as shown by the records of the College. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage therein prepaid. If sent electronically, such notice shall be deemed to be delivered when the electronic communication is sent. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at special meetings shall be specified in the notice unless waived by all the directors in a written waiver filed with the Secretary-Treasurer.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; if fewer than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present, shall constitute acts of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 8. Executive Committee. The Executive Committee shall consist of the Immediate Past President, the Past President, the President, the President-Elect, and the Secretary-Treasurer, and one other director selected at the regular annual meeting by the Board of Directors. The Executive Committee shall have the power to do all and any acts which the Board of Directors is authorized to do between meetings of the Board of Directors. The President serves as Chair of the Executive Committee.
Section 9. Vacancies. Any vacancy occurring on the Board of Directors shall be filled by the Board of Directors. A director so elected to fill a vacancy shall serve until the next annual meeting of members at which time a director shall be elected by the members to complete the unexpired term resulting from the vacancy.
Section 10. Compensation. Directors, as such, shall not receive any salary for their services, but by resolution of the Board of Directors, a fixed sum and travel expenses of attendance, if any, may be allowed for attendance at such regular or special meetings of the Board or the Executive Committee.
Section 11. Action Without Formal Meeting. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any article or documents which may be required to be filed with any government or other body. The same action may be taken by a teleconference. The minutes of the Board of Directors or Executive Committee shall reflect the action taken.
Section 12. Indemnification. Directors and employees of the College shall be indemnified to the fullest extent now or hereafter permitted by law in connection with any actual or threatened action or proceeding (including civil, criminal, administrative or investigative proceedings) arising out of their service to the College or to another organization at the College's request. The provisions of this Section shall be applicable to actions or proceedings commenced after the adoption of the Section, whether arising from acts or omissions occurring before or after its adoption, and to persons who have ceased to be Directors, and shall inure to the benefit of their heirs, executors, and administrators.
ARTICLE VI: OFFICERS AND ADMINISTRATIVE PERSONNEL
Section 1. Officers. The elected officers of the College shall be President, President-Elect, Immediate Past President, Past President, and Secretary-Treasurer. The Board of Directors may elect or appoint such other officers as it may deem desirable. Such officers shall have the authority to perform the duties described, from time to time, by the Board of Directors. No two (2) offices may be held by the same person. Each of said officers shall hold office for one (1) year or until a successor shall have been duly elected.
Section 2. Election and Term of Office. The officers of the College shall be elected annually by the Active members at the regular annual meeting of members. In order to become eligible to be elected President-Elect or Secretary-Treasurer, the nominee must be currently a member of the Board of Directors. The Secretary-Treasurer shall be eligible for election to the office of President-Elect. Neither the President nor the President-Elect can be elected to succeed him or herself. New offices may be created and filled at the annual meeting. The President- Elect shall automatically become the President and the President shall automatically become the Immediate Past President at the completion of their respective terms.
Section 3. Nominations. A slate of candidates shall be proposed for the offices of President-Elect, Secretary-Treasurer, three members of the Board of Directors and for any unfilled offices which the Bylaws require to be filled by election. The list of candidates, together with a brief statement of the qualifications of each candidate, shall be published in the ACOI, Inc., newsletter, or other official publication of general membership circulation of the College, no later than 90 days prior to the annual meeting. Other qualified candidates may be nominated by any Active member of the College. Such nominations must be in writing, together with a brief statement of the nominee's qualifications, and must be received by the Executive Director not later than 30 days prior to the annual meeting and must be supported by the signatures of 30 Active members. Any person proposed to be nominated in this manner must be an Active member in good standing of the College at the time of the nomination. Upon validation of the signatures by the Executive Director, all candidates' names will be posted in a prominent location at the annual meeting. No nomination will be in order fewer than 30 days prior to the annual meeting.
Section 4. Removal. Any officer, elected or appointed by the Board of Directors, may be removed by a two-thirds majority vote of the Board of Directors whenever, in its judgment, the best interests of the College would be served thereby; such removal shall be without prejudice to the contractual rights, if any, of the officer so removed. Similarly, a Board member may be removed by a two-thirds majority vote of the Board of Directors exclusive of the Board member in question.
Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term until the next annual meeting is held and then the vacancy shall be filled by action of the annual meeting of the College.
Section 6. President. The President shall be the principal executive officer of the College and shall, in general, supervise the affairs of the College. The President shall preside at all meetings of the Board of Directors. The President shall sign all certificates issued by the College during his or her term of office. The President may sign with the Secretary-Treasurer any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these Bylaws, or by statute to some other officer or agent of the College. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 7. President-Elect. In the absence of the President, or in the event of the President’s inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform duties as, from time to time, may be assigned by the President or by the Board of Directors.
Section 8. Secretary-Treasurer. The Secretary-Treasurer or a designee shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, see that the seal of the College is affixed to all documents, the execution of which on behalf of the College under its seal is duly authorized in accordance with the provisions of these Bylaws, and in general, perform all duties assigned by the President or by the Board of Directors. The Secretary-Treasurer, as Treasurer, shall, if required by the Board of Directors, give bond for the faithful discharge of all duties in such sum and with such surety or sureties as the Board of Directors may determine. The Secretary-Treasurer shall have such responsibility for the custody of all assets of the College as shall be determined by the Board of Directors. The Secretary Treasurer shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 9. Executive Director. The Executive Director shall be in charge of all administrative functions of the College and shall be without vote. The Executive Director shall be appointed by, and responsible to, the Board of Directors and shall be under the supervision of the Executive Committee and in specific matters shall report to such officer or officers as shall be directed by the Board of Directors. The Executive Director shall be custodian of the corporate records; keep a register and post office address of each member which shall be furnished to the Executive Director by each member; receive and give receipts for money due and payable to the College from any source whatsoever and deposit all such monies in the name of the College in such banks, trust companies or other depositories as shall be selected in accordance with the provision of Article VIII of these Bylaws. The Executive Director will prepare and submit in a timely manner a proposed budget for the next fiscal year to the Board of Directors. The Executive Director shall, if required by the Board of Directors, give bond for the faithful discharge of all duties in such sum and with such surety or sureties as the Board of Directors may determine. The Executive Director shall have all accounts reviewed annually by a certified public accountant and shall furnish copies of the review to the President, Secretary/Treasurer and each other member of the Board of Directors. The Executive Director shall be charged with the custody of all records pertaining to membership, shall transmit an application blank and information pertaining to membership, to applicants, and shall keep a permanent file of applications and actions thereon. The Executive Director shall have published a directory of the members of the College who are in good standing and shall be responsible for the preparation and issuance of certificates as directed by the Board of Directors. The Executive Director shall perform all duties incident to the office of Executive Director, and such other duties as from time to time may be assigned by the President or by the Board of Directors. A complete job description shall be on file in the Central Office.
ARTICLE VII: COMMITTEES
The Board of Directors shall determine which standing committees, task forces, advisory councils and other work groups (hereafter referred to collectively as committees) may be necessary for the functioning of the College. On an annual basis, the Board shall review the committee structure and evaluate the performance of each committee, create and disband committees as appropriate, review and approve charters for each committee and appoint members to serve on them. All members of College committees shall be members in good standing. Committee chairs shall be appointed by the President with the advice and consent of the Board of Directors.
Section 1. Executive Committee. At a minimum, the College shall have an Executive Committee whose responsibilities are stated in Article V, Section 9 of these Bylaws.
Section 2. Removal. The Board of Directors at any annual or special meeting is authorized to remove the Chairman or Vice Chairman of any committee or council of the College and has the right to remove any member of any committee or council for reasons which it deems due cause, provided that the person to be removed shall have been notified in writing at least 30 days prior to said meeting of the proposed action and said person shall have the right to appear before the Board of Directors at said meeting for the purpose of presenting his or her position. The decision of the Board of Directors shall be binding upon all persons whomsoever.
Section 3. Vacancies. Vacancies in the membership of any committee appointed by the President shall be filled by an appointment by the President. The member so selected shall serve the unexpired term of office. If the vacancy is in a committee whose membership is selected by the Board of Directors, the President shall select a new member who shall serve until the next meeting of the Board of Directors. The Board shall either approve the choice made by the President or shall select a new member to fill out the unexpired term of the person whose term is vacant.
Section 4. Quorum. Unless otherwise provided, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present, shall be an act of the committee.
Section 5. Rules. Each committee may adopt rules for its own governance, not inconsistent with these Bylaws or with the rules adopted by the Board of Directors.
ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the College, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the College, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the College, shall be signed by such officer or officers, agent or agents of the College and in such manner as shall from time to time, be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by the Executive Director, Secretary-Treasurer or an assistant Executive Director or Secretary-Treasurer and countersigned by the President or President Elect of the College.
Section 3. Deposits. All funds of the College shall be deposited from time to time to the credit of the College in such banks, trust companies, or other depositories as the Board of Directors may select.
ARTICLE IX: DUES
Section 1. All Members. The annual dues for all classes of members shall be determined by the Board of Directors of the American College of Osteopathic Internists. Annual dues for all members shall become payable July 1st each year.
Section 2. Fiscal Year. The fiscal year shall begin July 1 each year and end June 30th of the ensuing year.
Section 3. Additional Fees. The Board of Directors may at its discretion, set fees for diplomas, certificates, registration at meetings, and similar types of service charges.
Section 4. Assessments. Assessments may be levied by a two-thirds vote of the Active members voting and present at any annual or special meeting of members, providing that the written notice of the time and place of said meeting shall specify that such an assessment is proposed and said notice is sent to each Active member at least 30 days prior to such meeting; provided further, that the total assessment to be levied in any one fiscal year shall not exceed $500.00. Assessments duly authorized under the provisions of this Bylaw shall, for all purposes, be treated the same as dues as far as other provisions of these Bylaws are concerned.
Section 5. Waiver of dues. The Board shall have the power to waive in part or in whole dues from members for special circumstances. Each such case shall be judged by the Board on its own merits.
ARTICLE X: PARLIAMENTARY PROCEDURE
Roberts Rules of Order — Newly Revised, shall govern the College in its conduct of business in all circumstances to which they are applicable and are not inconsistent with the Constitution and Bylaws.
ARTICLE XI AMENDMENTS
These Bylaws may be altered, amended or repealed by a two-thirds vote of the members present at any annual or special meeting of members, provided that the amendment shall have first been presented in written or printed form, and that a copy of said proposed amendment shall have been mailed to all members at least thirty (30) days before being submitted for vote. All amendments to become effective must have the approval of the Board of Trustees of the American Osteopathic Association.