Chapter Bylaws of the New Jersey Chapter of the American College of Physicians
BOR Approved March 31, 2003
Section 1.1. The name of the corporation shall be the New Jersey Chapter of the American College of Physicians.
Section 1.2. The corporation may have such offices as the Council (as defined herinafter) may from time-to-time determine.
Section 2.1. The purposes of the Chapter are exclusively charitable and educational as set forth in the Certificate of Incorporation of the Chapter and include the organization of those members of the American College of Physicians (the "ACP") who are members of the chapter, in order to further the objects and purposes of the ACP.
Section 2.2. The chapter is subject to any limitations and restrictions imposed on it by the Bylaws of the ACP or by any resolution passed by the Board of Regents of the ACP and if it does not comply with such restrictions, the Chapter shall be required (without limiting any other actions which may be required of it), upon request of the ACP, to cease being a Chapter of the ACP or using the name of ACP.
Section 3.1. Membership in the Chapter shall consist of those persons who are members of the ACP and whose mailing address for the purposes of receiving notices and publications of the ACP is in New Jersey.
Section 3.2. A Chapter member shall automatically be accorded the same class of membership as such member holds in the ACP. Only a Chapter member who belongs to the Member, Fellow or Master class of membership shall be entitled to hold an office of the Chapter or vote on Chapter matters, provided, however, that other members may vote in the election of members of advisory boards or committees composed solely of members of such class, and may be appointed to serve as a voting member of a chapter committee.
Section 3.3. The Chapter shall be divided into two regions designated as Northern and Southern. Each region shall be geographically comprised of specific counties as defined by postal zip codes. The regions shall be determined by the Council in a manner reflecting the population of members in the chapter. Each region will elect a Governor pursuant to the Bylaws of the ACP.
Meetings Of Members
Section 4.1. All meetings of the members shall be held at the registered office or at such other place, either within or without New Jersey, as the Council may from time-to-time determine.
Section 4.2. An annual meeting of the members shall be held in each year for the election of Council members and officers, at such time as the Council shall determine. Notwithstanding the foregoing, the selection of Council members and officers may be held by mail as set forth in Section 8.6 below. Special meetings of the members may be called at any time by the president, any two members of the Council or at least ten percent of the members of the Chapter entitled to vote, upon written request delivered to the secretary of the Chapter.
Section 4.3. Written notice of any meeting of members, stating the time, place, and the general nature of the business to be transacted, shall be served not less than ten nor more than fifty days before such meeting, unless a greater period of notice is required by statute.
Section 4.4. Except as may otherwise be provided by statute or by these Bylaws, a quorum for the transaction of business at any meeting shall consist of those members entitled to vote who are present in person. One or more members may participate in any meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and communicate with each other, and all members so participating shall be deemed to be present in person at the meeting.
Section 4.5. Except as may be otherwise provided by statute or by these Bylaws, the vote of a majority of the members entitled to vote who are present in person shall decide any question brought before the meeting.
Section 5.1. The Council shall consist of the Governors of each region, one who shall serve as President, the vice president, the Governor-Elect, the secretary and treasurer, the immediate past two Governors and five or more Chapter members, the number of which shall be set from time-to-time by the Council. Unless the Council suggests and the membership approves such a change, the Council shall consist of no more than twenty members other than the Officers. At least half of the Council members (other than officers) shall be elected by the members of the Chapter entitled to vote at each annual meeting of the members, and the remaining Council members may be appointed by the Governors. Council members (other than officers) shall serve staggered two-year terms until their successors are duly elected or appointed. As nearly as possible, an equal number of Council member terms shall expire each year. Council members may serve consecutive terms as long as they are appointed by the President or elected by the membership. If not already members of the Council, the Chairs of the Nominating, Credentials, Scientific and Associates Committees and when the scientific meeting is to be discussed, the ACEL, shall attend the Council Meetings, without vote.
Section 5.2. To the extent possible, the Council shall reflect the chapter's composition of academic and practicing physicians and every effort will be made to elect and appoint members of diverse backgrounds and interests and from geographically varied areas of the state of the Council.
Section 5.3. Vacancies in the elected Council positions (other than among the officers), including vacancies resulting from an increase in the number of members constituting the Council, shall be filled by a majority vote of the remaining council members from a list of candidates provided by the Nominating Committee. Each person so elected shall be a Council members until a successor is elected by the members entitled to vote at the next election of members to the Council or at any special meeting of the members duly called for that purpose and held prior thereto.
Section 5.4. The duties of the Council shall be those ordinarily performed by a Board of Directors of a corporation. The Council shall manage the business and affairs of the Chapter, and may exercise all such powers of the Chapter and do all such lawful acts and things as are not by statute or by these Bylaws directed or required to be exercised and done by the members of the Chapter or by the Governors of the Chapter.
Section 6.1. The meetings of the Council may be held at such place within New Jersey or elsewhere as a majority of the Council members may designate from time-to-time or may be designated in the notice calling the meeting. The Governors may invite other members and non-members to attend the Council Meetings as desired, or required by the business being conducted.
Section 6.2. Regular meetings of the council shall be held quarterly, at such times and places as shall be determined from time-to-time, by resolution of the Council Notice of each regular meeting of the Council shall specify the time and place of the meeting and shall be given each Council members at least twenty days before the meeting.
Section 6.3. Special meetings of the Council may be called by the Governors, Vice President or Secretary upon written request of any two members of the Council on 24-hours notice to each Council member. Notice of each special meeting of the Council shall specify time and place of the meeting.
Section 6.4. A majority of Council members shall constitute a quorum for the transaction of business, and the acts of a majority of the Council members present at a meeting at which a quorum is present shall be the acts of the Council, except as may be otherwise specifically provided by statute or by these Bylaws. If a quorum shall not be present at any Council meeting, the Council members present may adjourn the meeting. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted other than by announcement at the meeting at which such adjournment is taken.
Section 6.5. One or more of the Council members may participate in a meeting of the Council by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and communicate with each other, all Council members so participating shall be deemed to be present in person at the meeting.
Section 7.1. The officers of the Chapter shall be two Governors, one who shall serve as President, a Vice-President, a Governor-Elect, a Secretary and a Treasurer. The officers shall be members of the Chapter. An officer may serve as Governor-Elect and Vice President, Secretary or Treasurer simultaneously.
Section 7.2. Except with respect to the offices of Governor, Vice-President and Governor-Elect and except as hereinafter provided in the case of vacancies, the officers shall be elected by the members of the Chapter entitled to vote at each annual meeting of the members and shall serve in their respective offices until the second annual meeting following their election and until their successors are duly elected. Officers other than the Governors and Governor-Elect may serve successive terms. Notwithstanding the foregoing, such officers may be elected by mail ballot as set forth in Section 8.6 below.
Section 7.3. Any officer (other than the Governors or Governor-Elect) may be suspended by the Council whenever, in its judgment, the best interests of the Chapter will be served thereby. This suspension will then be voted on by the membership and if upheld, the officer will be removed. If the office of any officer becomes vacant because of suspension by the Council, removal by the membership, death, resignation or any other reason except for the offices of Governor or Governor-Elect, such vacancy shall be filled by a majority vote of the Council. Any person so elected shall serve until a successor is elected by the election or at any special meeting of the members duly called for that purpose and held prior thereto. If a Governor ceases to serve, the Governor-Elect, if one has been elected, shall become Governor. In the absence of such Governor-Elect, the Vice-President shall serve as the Acting Governor until a new Governor is selected pursuant to the Bylaws of the ACP.
Section 7.4. The Council may appoint other officers, assistant officers and agents as the needs of the Chapter may require who shall hold their positions for such terms and shall have such authority and shall perform such duties as from time-to-time shall be determined by resolution of the Council.
Section 7.5. The salaries and expense allowances, if any, for all officers and agents of the Chapter shall be determined by the Council.
Section 7.6. The Governors shall be elected pursuant to the provisions of the Bylaws of the ACP and shall serve for such term and shall perform such functions as are set forth in the Bylaws. Terms will be staggered by two years. The Governors shall (1) preside at meetings of the members and of the Council; (2) attend meetings of the committees; (3) act as a liaison between the Chapter and (a) the College's Board of Governors, and (b) other Chapters; (4) report periodically to the College's board of Governors on activities of the Chapter; (5) promote applications for membership in the College and evaluate the recommendations of the Chapter's Credentials/Membership Committee for such membership; and (6) perform such other duties as the Council may prescribe or delegate to him.
Section 7.7. The Governors shall designate duties from the previous list to the Vice-President who shall be empowered to act in lieu of a Governor in any designated duty.
Section 7.8. The Governors shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Chapter, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Council to some other officer or agent of the Chapter.
Section 7.9. A Governor, during the last two years of term, will be designated as Senior Governor and shall be the President and chief executive officer of the Chapter. The President shall see that all orders and resolutions of the Council are carried into effect. The President shall also appoint the Chapter Vice President.
Section 7.10. The Governor-Elect, when selected, if not the Vice President, shall act as a second Vice President and perform duties similar to the Vice President.
The Vice President
Section 7.11. The Vice President will be appointed by the President from the Council membership with the majority consent of the Council. The Governors shall designate duties to the Vice-President who shall be empowered to act in lieu of a Governor in any designated duty.
Section 7.12. The Secretary shall attend all sessions of the Council and meetings of the members and record all the votes of the Chapter and the minutes of all the transactions, and shall perform like duties for the committees of the Chapter, when required. The Secretary shall give, or cause to be given, notice of all meetings of the members and of special meetings of the Council, and shall perform such other duties, as may be prescribed the Council or Governors, under whose supervision the Secretary shall be.
Section 7.13. The Treasurer together with the Governors shall select and contract with such agency or agencies as appropriate to administer and oversee the assets of the Chapter and the funding of Chapter activities and will report to the Treasurer as required and at least quarterly. This agency or these agencies shall maintain custody of the Chapter funds and securities, shall keep full and accurate accounts of receipts and disbursements and shall deposit all funds of the Chapter in such depositories as they deem appropriate and secure. The depositories shall be reviewed by the Treasurer and approved by the Council.
Section 7.14. The designated agencies or agent shall pay all bills and expenses of the Chapter with the approval of the Governors and/or the Treasurer, and report to the Council as requested but at least quarterly, on all transactions and the financial condition of the Chapter.
Section 7.15. If required by the Council, the designated agency or agencies shall give the Chapter a bond in such sum, and with such surety or sureties as may be satisfactory to the Council for the faithful discharge of the assigned duties.
Section 8.1. The Council may designate and create standing or temporary committees in addition to those proved for in these Bylaws. Such Committees shall have duties and responsibilities, as the Council may deem appropriate.
Section 8.2. The Governors shall appoint a standing Credentials/Membership Committee which shall consist of as many former Governors who are members of the Chapter and are willing to serve and at least three members of the Chapter from the "Fellow" class of membership. The Governors shall serve as a voting member of the Committee.
Section 8.3. The Committee shall:
i. Upon the request of the Governors, review the qualifications of persons for membership and advancement to Fellowship in the ACP who would, by virtue of such membership, also be members of the Chapter, and, when appropriate recommend that such persons be endorsed by the Governors. Those candidates for Fellowship will be reviewed by the national Credentials Subcommittee for recommendation for election consistent with the procedures established in the Bylaws of the ACP.
ii. Actively seek members who might qualify for fellowship and encourage them to apply for advancement.
iii. Actively seek nonmembers of the ACP who by their special background and achievements might qualify for direct admission to Fellowship.
iv. Review members of the Chapter in all classes who might qualify for Chapter or national awards and present those names of the Governors and the Council.
Local Nominations Committee
Section 8.4. The Senior Governor shall annually appoint a Chair for the Local Nominations Committee who will compose a committee of not fewer than six members of the Chapter. Consideration regarding the Chapter's composition of academic, practicing, male, female, urban, rural, ethnic and diverse training backgrounds must be made when appointing the Committee. The governors may serve as a nonvoting members of the committee.
Section 8.5. The Committee shall nominate candidates for the Council, for the offices of secretary and treasurer and for the position of Governor-Elect of the Chapter.
i. The Committee shall prepare and maintain a list of candidates for the Council who are deemed appropriate under Section 8.4 and who are willing to serve as Council members. This list shall include at least ten members who are Fellows in the organization. The list may include current members of the Council.
Section 8.6. The Committee shall submit to the Chapter membership, at least one month prior to the annual meeting of the members, a list of candidates for the Council and for the offices of secretary and treasurer. However, at the annual meeting of the members, the floor shall be open for the nomination, by members entitled to vote, of additional candidates providing only that those members nominated be qualified by membership class, and agree to serve if elected. In such event, only those candidates nominated in accordance with that procedure and those duly nominated the Nominating Committee shall be eligible for election. The number of empty places on the Council will be announced. A paper ballot shall be distributed to all the members eligible to vote who are present and they shall vote for the offices of Secretary and Treasurer and for the number of Council members to be elected. Notwithstanding the foregoing, the Council may determine to conduct such elections by mail ballot in lieu of a meeting of the members and in accordance with state law, in which case the election shall be held as determined by resolution of the Council. In either event, the candidate for Secretary and the candidate for Treasurer who receives a majority of the votes shall be elected for a two-year term. If no candidate receives a majority of the votes, a runoff election shall be held between those two candidates receiving the highest number of votes. The number of places to be filled on the Council having been determined, that number of candidates who have received the highest number of votes shall be elected to the Council for a two-year term.
i. There shall be an election for Council every year and an election for Secretary and Treasurer every other year.
Section 8.7. Every two years, the Committee shall submit to the national Governors Subcommittee on Nominations, as requested by the ACP the names of two candidates for the position of Governor-Elect of the region.. The two candidates must be nominated from among the region's Masters and Fellows, neither candidate having previously served as Governor in that region. The election process will be conducted pursuant to the Bylaws of the ACP.
Scientific Program Committee
Section 8.8. The Senior Governor may annually appoint a Scientific Program Committee, including at least one Council members. The Senior Governor shall serve as a nonvoting member of the Committee. The junior Governor may serve as chair of the Committee.
Section 8.9. The Committee shall plan local regional scientific and educational meetings.
Health And Public Policy Committee
Section 8.10. The Senior Governor may annually appoint a Health and Public Policy Committee, including at least one Council member. The Senior Governor and Vice President shall serve as nonvoting members of the Committee.
Section 8.11. The Committee shall keep abreast of technological and public policy developments in the areas of medical practice, health care and the organization and delivery of health services and shall make such recommendations to the Council, as it deems appropriate.
Section 8.12. The Chair of Committee shall, after notification and discussion with the Governors, respond to requests from national ACP for contact with state or national legislators or others in a policy position for whom the Chapter's input is important or required.
Report To Members
Section 9.1. The Secretary and Treasurer representing the Council shall submit, at the annual meeting of members, a full report of conditions and finances of the Chapter together with a review of its acts for the preceding year.
Checks And Notes
Section 9.2. All checks or demands for money and notes of the Chapter shall be signed by such officer or officers or their designated agent as the Council may from time-to-time designate.
Section 9.3. The fiscal year of the Chapter shall be from July 1 of one year to June 30 of the following year.
Section 9.4. Whenever, under the provisions of the statutes of the Articles of Incorporation or of these Bylaws, notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof through the mail or by telegram, charges prepaid, or by facsimile transmission or electronic mail, or by recognized delivery service to the appropriate address appearing on the books of the Chapter or supplied by him to the Chapter for the purpose of notice. Notice shall be deemed to have been given when delivered in person, or sent by facsimile or electronic mail or one day after being deposited in the mail or with a recognized delivery service or sent by telegram.
Section 9.5. Whenever any written notice is required to be given by statute or by the Articles of Incorporation or by these Bylaws, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed to equivalent of the giving of such notice. Except in the case of a special meeting of members, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of any person entitled to vote at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Liability And Indemnification
Section 9.6. A Council member shall not be personally liable for monetary damages as Council member for any actions taken, or any failure to take any action, unless the Council member has breached or failed to perform the duties of Council members and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, provided, however, the foregoing provision shall not apply to the responsibility or liability of a Council member pursuant to any criminal statute or the liability of a Council member for the payment of taxes pursuant to local, state or federal law.
Section 9.7. Subject to any limitations imposed by statutes, the Chapter shall indemnify any officer, Council member or employee who was or is a party or is threatened to made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the Chapter) by reason of the fact that such person in or was a representative of the Chapter, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Chapter, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no person shall be entitled to indemnification pursuant to these Bylaws in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Chapter, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Chapter unless and only to the extend that the court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper.
Section 9.8. Unless ordered by a court, any indemnification under Section 9.7 or otherwise permitted by law shall be made by the Chapter only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the applicable standard of conduct set forth under that section has been met. Such determination shall be made by the Council by a majority vote of a quorum consisting of Council members who were not parties to the action or proceeding; if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Council member so directs, by independent legal counsel in a written opinion; or by the members.
Dues And Fees
Section 9.9. The dues shall be established by the Council annually. The annual dues for the various classes of membership shall not exceed the annual dues for the same respective classes of membership in the ACP. The annual dues shall not be assessed against any member who is exempt from the payment of annual dues to the ACP unless such member is exempt solely because of the payment of a life membership fee to the ACP.
Section 9.10. All dues, fees and assessments hall be collected the ACP and remitted to the Chapter.
Amendments And Fundamental Changes
Section 10.1. The articles of Incorporation or Bylaws may be altered, amended or repealed by a majority vote of the members entitled to vote thereon at any regular or special meeting duly convened after notice to members of that purpose, or, to the extent permitted by law, by a majority vote of the members of the Council at any regular or special meeting duly convened, subject always to the power of the members to change such action by the Council member; providing however, that no such fundamental change as the foregoing or such as a merger, division or dissolution shall be effective without the approval of the Board of Regents of the ACP.