Bylaws changes for adoption at Annual Session 2000

From the March 2000 ACP–ASIM Observer, copyright © 2000 by the American College of Physicians–American Society of Internal Medicine.

Amendments to the ACP­ASIM Bylaws will be voted on by the membership at the Annual Business Meeting, which will be held at 12:45 p.m. on Saturday, April 15, as part of the College's Annual Session in Philadelphia.

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 their January 21-23 meeting, the Board of Regents recommended that the membership vote in favor of adopting amendments regarding the following:

• Official name of the College (Article I).
• Terms of temporary Regents (former ASIM leaders appointed to serve as Regents during the initial three-year transitional period of the ACP­ASIM merger) and their eligibility for subsequent election as regular Regents (Article VII, Section 3).
• Authority of the Executive Committee of the Board of Regents (Article VII, Section 9.2).
• Breaking ties in the election of President-Elect, Treasurer, Regents, Chair-Elect of the Board of Regents, Chair-Elect of the Board of Governors and Governors (Article VI, Section 1; Article VII, Section 4 and Section 6.1; Article VIII, Section 1; and Article X, Section 4 and Section 9).
• Procedure for actions taken by the Board of Regents between meetings (Article XIII, Section 4).

The amendments were recommended by the Board of Regents and prepared by the College's Bylaws Committee: Sara E. Walker, MACP (Chair); James R. Klinenberg, FACP (deceased 12/29/99); Joseph Silva Jr., FACP; and Laurence D. Wellikson, FACP. For a complete copy of the current ACP­ASIM bylaws, see ACP­ASIM Online (http://www.acponline.org/private/bylaws.htm) 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 ACP­ASIM Bylaws would read as follows. New text is underlined.

Article I. Name of Organization; Offices

The name of the corporation is the American College of Physicians-American Society of Internal Medicine, Inc. ("ACP­ASIM" or "the College"). The registered office of ACP­ASIM shall be at such place in the State of Delaware as the Board of Regents may determine from time to time. The ACP­ASIM may also have other offices at such other places within or without the State of Delaware as the Board of Regents may determine from time to time.

Article VI. Officers of the ACP­ASIM

Section 1. Officers. The officers of the ACP­ASIM 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. 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.

Article VII. Board of Regents

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 reelection 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

(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. In the event of a tie, the Chair of the Nominations Committee shall vote to break the tie. 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. In the event of a tie, the Chair of the Nominations Committee shall vote to break the tie.

Section 6. Officers of the Board of Regents

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. In the event of a tie, the Chair of the Nominations Committee shall vote to break the tie.

Section 9. Executive Committee of the Board of Regents

Section 9.2. Functions. The Executive Committee shall have full authority to act on behalf of the Board of Regents, when necessary, in the conduct of the affairs of the ACP­ASIM, except that it shall have no authority to: select the Executive Vice President; appoint the Editor of Annals of Internal Medicine; approve operating or capital budgets; elect Members, Fellows, Honorary Fellows, Masters, and awardees of the ACP­ASIM; buy or sell ACP­ASIM real estate; amend the bylaws or articles of incorporation; countermand any action taken by the full Board of Regents; take any action that is required to be taken or exercised by members; or take any action that is committed by these bylaws or by resolution of the Board of Regents to the Board of Regents as a whole or to another committee of the College. All activities of the Executive Committee shall be reported to the Board of Regents at its next regularly scheduled meeting.

Article VIII. Committees and Councils

Section 1. 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. In the event of a tie in the election of the President-Elect, Treasurer, Regents, Governors or Governors-Elect, Chair-Elect of the Board of Regents, or Chair-Elect of the Board of Governors, 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.

Article X. Board of Governors

Section 4. Nomination and Election of Governors

(Paragraph 2)

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 ACP­ASIM within the time set forth in the notice of the election. The election shall then be conducted by mail 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 9. Officers of the Board of Governors

(Paragraph 5)

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. In the event of a tie, the Chair of the Nominations Committee shall vote to break the tie.

Article XIII. Miscellaneous

Section 4. Waivers of Notice and Written Consents

(Paragraph 2)

Any action which may be taken at a meeting of the Board of Regents may be taken without a meeting if a written consent or consents of all of the members of the Board of Regents, setting forth the action so taken, shall be filed with the Executive Vice President. Any action which may be taken at a meeting of the Board of Governors, the combined Board of Regents and Board of Governors, or any committee, subcommittee, or council may be taken without a meeting if a written consent or consents, setting forth the action so taken, of at least that number of members of such body as would be required to take such action at a meeting of such body at which all members thereof were present, and filed with the Executive Vice President.

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