Effective Date: April 19, 2006
BYLAWS OF ADMINISTRATORS IN MEDICINE, INC.
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Section A. Active Membership. Active membership is available to all administrators in any sponsoring agency responsible for licensure and/or discipline of physicians who practice allopathic and/or osteopathic medicine in accordance with laws, statutes, or rules and regulations of the District of Columbia, any state of the United States of America, any territory or insular possession of the United States of America, or to administrators from other countries with similar agencies or official bodies as described in this section.
Section B. International Membership. Membership is available to all administrators in sponsoring agencies responsible for licensure and/or discipline of physicians of countries with similar programs as those of the United States and its Territories at a fee that is to be set biennially by the Administrators in Medicine Board of Directors. International Members will have the same privileges as those granted to active members.
Section C. Voting Agent. The right to vote is vested in, and restricted to one voting agent designated by a sponsoring agency created for licensure and/or discipline of physicians. Annual membership dues must be current in order to vote. Each sponsoring agency is entitled to one vote.
Section D. Associate Membership. Individual representatives of certain organizations may apply for associate membership after a determination by the Board of Directors that the primary functions of the sponsoring organizations are significantly related to the work of the sponsoring agencies. An applicant may be recognized as an associate member upon approval of the Board of Directors. An associate member shall pay such dues as are established by the Board of Directors. Associate members are not eligible to vote or hold office, however, they may be appointed to serve on committees by the President. If the individual no longer represents that organization, they are deemed to have resigned their associate member status.
Section A. Officers. The officers shall consist of a President, Vice President, Secretary, and Treasurer.
Section B. Election of Officers. Officers shall be elected by a majority vote of the
voting agents voting at the annual business meeting.
Section C. Regional Representatives. The membership will be divided into four geographic regions. Each region will elect a representative to serve on the Board of Directors. The regional representatives shall be elected by a majority vote of the members attending a regional meeting.
Section D. Board of Directors. The Board of Directors shall be comprised of the officers and the regional representatives. The immediate past president shall serve, ex-officio, on the Board of Directors for two (2) years.
Section E. Nominating Committee. The four regional representatives and a fifth person appointed from the active membership by the President will function as the Nominating Committee.
1. Prior to January of each year in which a vacancy will occur, the committee shall submit to the President at least one nomination for each office that will be filled during the next election.
2. The President will provide the slate of candidates to the membership not less than thirty (30) days prior to the election.
3. In addition to the slate of candidates submitted by the Nominating Committee, active members may nominate candidates from the floor with the consent of the individuals being so nominated.
Section F. Terms of Office. Officers and regional representatives, with the exception of the Treasurer, will be elected for a term of two years or until qualification of a duly selected successor. The Treasurer will be elected for a term of three years or until qualification of a duly selected successor. A member of the Board of Directors must maintain active membership throughout their term of office.
Section G. Officers, Board of Directors Duties.
1. The President shall preside at all meetings. The President shall be the official spokesperson of the organization, and may establish such committees as he or she deems necessary to carry out the goals and objectives of the organization. The President shall perform the duties customary to that office and shall exercise such other rights as the Bylaws may require or the members direct. The President may authorize or delegate to the Vice President the authority to approve accounts payable and direct the Treasurer to disburse funds.
2. The Vice President shall perform the duties of the President in the absence of the President, and shall oversee the development of regional meetings, the annual program, and other duties as delegated by the President.
3. The Secretary shall perform the duties customary to that office and shall exercise such rights as the Bylaws shall direct. The Secretary shall prepare and distribute minutes of the annual business meetings, any special meetings and the Board of Directors’ meetings and shall be the custodian of records.
4. The Treasurer shall
prepare annual financial reports and records showing the actual expenditures and
revenues. The Treasurer shall also prepare an annual proposed budget
including a statement of estimated revenues. The proposed budget shall be
approved or modified during the annual meeting. The Treasurer shall collect and
deposit all monies due the organization. The Treasurer shall disburse funds
upon the authorization of the President or Vice President.
5. The Board of Directors will meet and confer on all matters requiring interim decisions addressing the operations, goals and programs, including the approval of expenditures not included in the approved budget.
6. The Board of Directors may engage the services of contractors and hire employees as it deems necessary. All such contractors and employees shall serve at the pleasure of the Board of Directors.
Section H. Vacancies.
1. In the event of a vacancy in the office of the President, the Vice President will assume the position of President for the remainder of the unexpired term.
2. In the event of a vacancy in the office of Vice President, Secretary, or Treasurer, the President shall appoint a replacement from among the active members to serve the remainder of the unexpired term of the vacant office.
3. In the event of a vacancy of a regional representative to the Board of Directors, the region where such vacancy occurred shall elect a new representative by a majority vote at either a duly noticed meeting, by mail ballot, or electronic means, to serve the remainder of the unexpired term of the vacant office.
Section I. Quorum. A majority of the Board of Directors shall constitute a quorum.
Section J. Removal.
1. Any officer may be removed from office, with or without cause, by the majority vote of the voting agents at any annual business meeting or any special meeting at which notice of the proposed removal has been given together with or as part of the notice of the meeting. A special meeting called in accordance with Chapter III, Section B, Subsection 2 shall be held not more than sixty (60) days following receipt of the petition.
2. Any regional representative may be removed from office, with or without cause, by the majority vote of the voting agents at any regional meeting at which notice of the proposed removal has been given together with or as part of the notice of the meeting. A regional meeting for such purpose may be called at any time by the President or by a petition to the President signed by not less than one third (1/3) of the voting agents from the region. The regional meeting shall be held not more than sixty (60) days following receipt of the petition. The President shall give notice of the time and place of a regional meeting for such purpose to all voting agents in the region not less than thirty (30) days prior to the meeting. The President shall preside over the regional meeting.
Section A. Annual Business Meeting. The annual business meeting shall be held as determined by the Board of Directors. Written notice shall be given to all members not less than forty-five (45) days prior to the date of the meeting.
Section B. Special Meetings.
1. Special meetings may be called at any time by the President. Written notice of the time and place of such meeting shall be given to all members not less than thirty (30) days prior to the date of the meeting. The Secretary shall notify all members of the time and place of such meetings.
2. Special meetings may be called by petition to the President signed by not less than one third (1/3) of the voting agents. Upon receipt of the petition, the President shall notify all members of the time and place of such special meeting. Notice shall be no less than thirty (30) days prior to the meeting.
Section C. Proxies. At any meeting of A.I.M., a voting agent may vote by proxy. All proxies must be executed in writing and signed by the voting agent. The proxy may be voted only by the agent designated in the written proxy.
Section D. Rules and Order. Meetings of A.I.M., its Board of Directors, and all of its Committees, shall be conducted in accordance with Robert’s Rules of Order, Newly Revised, except when in conflict with the Articles of Incorporation or these Bylaws, in which case the Articles of Incorporation or these Bylaws shall prevail.
Section E. Quorum. One-third (1/3) of voting agents including proxies, shall constitute a quorum at any meeting.
FINANCES, ANNUAL DUES AND SPECIAL FEES
Section A. Source of Funds. Funds necessary for the conduct of the affairs of the organization shall come from:
1. Such annual dues may be imposed on the sponsoring agencies as are recommended by the Treasurer and approved by a majority of voting agents at a duly noticed meeting.
2. Such special assessments as are approved by a two-thirds (2/3) majority vote of the voting agents present at a duly noticed meeting.
3. Voluntary contributions, bequests, and other gifts.
4. The sale of information and products related to the organization or the regulation of medical practice, as authorized by the Board of Directors.
5. Such other sources as may be approved by the Board of Directors.
Section B. Annual Dues. Annual dues are due and payable between January 1 and March 1 of each calendar year. Any voting agent whose sponsoring agency’s dues are in default at the time of the annual meeting shall be ineligible to vote.
Section C. Limitation. The organization may not expend more than its resources and may not borrow monies or enter into indebtedness.
Section D. Dissolution. Upon dissolution or final liquidation of the organization, all remaining assets shall be distributed among the sponsoring agencies which have paid the current annual membership dues.
The Board of Directors shall prepare a corporate seal that shall be circular in form, and shall have inscribed thereon the name of the organization, the state of incorporation and the words “A Corporate Seal”.
ADOPTION AND AMENDMENT OF BYLAWS
Amendments. These Bylaws may be amended at any meeting, duly called, by a
two-thirds (2/3) majority vote of the voting agents present, provided that the
notice of such meeting
s include that amendments of bylaws will be
considered; and, further provided that the full text of any amendment shall be
provided to each voting agent not less than forty-five (45) days prior to the
date of the meeting at which its adoption is to be considered.
Section B. Modifications to Section A. Amendments proposed under subsection A may be modified during the course of the meeting according to the rules of the meeting.
Section C. Effective Date. These Bylaws, and any other subsequent amendments thereto, shall become effective upon their adoption, unless a specific effective date is determined to allow for easier implementation.
Effective Date: 4/19/06