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ARTICLE I
NAME
This Corporation, an Association of physicians active in
Emergency Medicine, shall be known as the New Jersey Chapter
of the American College of Emergency Physicians.
ARTICLE II
MISSION AND PURPOSES
The mission of the New Jersey Chapter of ACEP is to support
quality emergency medical care and promote the interests
of emergency physicians and their patients in New Jersey.
The purpose of this Corporation (hereinafter "The Chapter")
shall be those set forth in the Chapter's Articles of Incorporation.
ARTICLE III
MEMBERSHIP
Section 1. The qualifications for membership in
the New Jersey Chapter shall be the same as those for membership
in the American College of Emergency Physicians ("the
College") and further all members, directors, officers
and councillors of the New Jersey Chapter shall be members
of the College.
Section 2. Membership applications, classification
changes, resignation, suspension and expulsions shall be
acted upon by the College.
Section 3. Members' classifications in the New Jersey
Chapter shall be those designated by the College in its
Bylaws.
Section 4. All records of the Chapter shall be available
for inspection by the membership of the Chapter at any reasonable
time.
ARTICLE IV
DUES AND ASSESSMENT
Section 1. Dues for the Chapter shall be determined
by the Board of Directors.
Section 2. Assessments may not be levied except
by a majority vote of the members present at the annual
meeting and then only if the recommendation for such assessment
has been mailed to the membership at least 30 days before
the meeting.
Section 3. Any member whose dues or assessments
are unpaid at the time of the annual meeting shall be ineligible
to vote or to hold office.
ARTICLE V
GENERAL MEMBERSHIP MEETINGS
Section 1. There shall be an annual meeting of the
Chapter at such place and time as is ordered by the Board
of Directors. Notice of such meeting shall be mailed, either
by paper or electronically, to the last recorded addresses
of each member at least 60 days before the time appointed
for the meeting.
Section 2. Other meetings of the Chapter may be
held from time to time as determined by the Board of Directors.
Notice of such meetings shall be mailed, either by paper
or electronically, to the last recorded address of each
member at least 60 days before the time appointed for the
meeting.
Section 3. All meetings are open to the general
membership.
Section 4. Unless otherwise required by law, the
members of the Chapter present at any meeting of the Chapter
duly called shall constitute a quorum.
Section 5. When not in conflict with these bylaws,
the latest edition of Sturgis Standard Code of Parliamentary
Procedure shall govern all Chapter meetings.
ARTICLE VI
BOARD OF DIRECTORS
Section 1. The Board of Directors shall have supervision,
control and direction of the affairs of the Chapter, including
hiring and supervision of the Executive Director, shall
determine its policies of changes therein within the limits
of the bylaws, shall actively pursue its purposes and shall
have discretion in the disbursement of its funds. It may
adopt such rules and regulations for the conduct of its
business as shall be deemed advisable, and may, in the execution
of the powers granted, appoint such agents as it may consider
necessary.
Section 2. The Board of Directors shall be composed
of 15 elected directors in addition to the Chapter's officers
who have been elected through the officer track. Additionally,
each Emergency Medicine Residency in New Jersey may appoint
one resident representative.
Section 3. Elected directors shall serve a term
of 3 complete years, 5 elected directors shall be elected
at each annual meeting by a majority of the votes cast by
the general membership. Elected Directors may serve innumerable
terms, but no more than 2 complete terms in succession.
Section 4. The Board of Directors shall meet at
least 3 times per year. Notice of all meetings of the Board
of Directors shall be sent by mail, either by paper or electronically,
to each member of the Board at his or her last recorded
address at least ten (10) days in advance of such meetings.
Unless prohibited by law, Board meetings may be conducted
by telephone conference call. A majority of the Board shall
constitute a quorum at any meeting of the Board. Each member
of the Board of Directors, including the elected directors,
and the Chapter officers not explicitly elected to the Board,
are expected to attend no less than one half of the meetings
of the Board of Directors held in any one year. If any of
the aforementioned members of the Board fails to attend
at least fifty percent (50%) of the Board meetings it shall
be deemed that such board member has given written notice
of resignation, such resignation to be effective at the
beginning of next Board meeting held following the end of
the determination period. In this instance only, the Board
shall have the prerogative of rejecting such resignation.
Section 5. Each member of the Board, except for
the emergency medicine residency representatives, shall
have a single vote. The emergency medicine residency representatives
shall be non-voting members of the board.
Section 6. Any director or officer may be removed
from office by a three-quarters vote of the voting members
present and voting at any meeting of the Chapter. A recall
must be initiated by a petition signed by voting members
present at that meeting. The number of signatures on the
recall petition shall be no less than one-third of the number
of votes cast at the meeting which the director was elected.
Any vacancy created by a recall shall be filled by a majority
vote of the voting members present and voting at the Chapter
meeting at which the recall occurs. Nominations for any
vacancy shall be accepted from the floor.
Section 7. Any director may resign at any time by
giving written notice to the President or to the Board of
Directors. Such resignation shall take effect at the time
specified thereof as determined by the President or the
Board.
Section 8. Any vacancies that may occur on the Board
by any reason may be filled by a majority vote of the remaining
members of the Board for the unexpired term.
Section 9. The terms of the board members, officers
and committees shall run from July 1 of a respective year,
and end on the next immediately succeeding June 30. All
succession to Board of Directors, officers, and councillors
occasioned by the expiration of respective terms shall occur
on July 1 of each year.
Section 10. The first annual meeting of the Board
of Directors shall occur during the month of July to install
the new officers.
ARTICLE VII
OFFICERS
Section 1. The elective officers of the Chapter
shall be the President, President-Elect, and Secretary/Treasurer.
Only members of the Board of Directors may nominate a candidate
for chapter officer. Each shall be elected for a term of
1 year and shall automatically assume the next higher leadership
position. Election shall be by a majority vote of the members
of the Board of Directors present and voting at the Board
meeting immediately following the annual meeting. Also,
the immediate Past-President shall be an officer of the
Chapter and will step down as a member of the Board of Directors
once his or her officer term is completed. Once in the officer
track, an officer shall finish out through the Past-President
year.
Section 2. Each officer shall serve on the Board
of Directors.
Section 3. The duties of the officers shall be as
follows:
a. The President shall be the executive officer of the
Board of Directors. He or she shall preside over all meetings
of the Chapter and the Board of Directors, and shall perform
all duties as usually pertain to the office of the President.
He or she shall be responsible for ensuring that all Chapter
contracts with third parties contain a provision disclosing
the fact that the Chapter is an entity separate and distinct
from the College. The President shall be responsible for
ensuring that the Chapter adheres to the policy governing
the use of the mark of the College.
b. The President-Elect in the absence of the President,
shall preside at all meetings and perform such other duties
as may be assigned by the President or the Board of Directors.
The President-Elect shall, upon the expiration of his
or her term, assume the office of President.
c. The immediate Past-President, in the absence of both
the President and President-Elect, shall preside at all
meetings and perform such other duties as may be assigned
by the President or the Board of Directors.
d. The Secretary/Treasurer shall be responsible for creating
and maintaining appropriate accounts and records of all
Chapter finances. He or she shall also be responsible
for ensuring that appropriate chapter reports are filed.
Section 4. Any officer may be removed from office
by a three-quarters (3/4) vote of the Board of Directors.
A majority vote of the Board of Directors shall fill any
vacancy created by a recall.
Section 5. Any officer may resign at any time by
giving written notice to the President or to the Board of
Directors. Such resignation shall take effect at the time
specified herein or at the time of acceptance by the President
or the Board.
Section 6. Vacancies which occur in the officership
of the Chapter for any reason, other than recall, shall
be filled by a majority vote of the Board of Directors.
ARTICLE VIII
COUNCILLORS
Section 1. One councillor to the College, and one
additional councillor for each 100 members of the Chapter,
shall be filled by the following formula:
a. The sitting President shall be appointed a councillor.
b. At such time as the Chapter is eligible for more than
one councillor, the President-elect and then the Immediate
Past-President shall be appointed.
c. Any additional councillors either at-large or alternate
shall be elected by majority vote of the general membership
of the Chapter.
Section 2. Councillors shall serve a term of one year.
Councillors may serve an unlimited number of consecutive
terms.
Section 3. The Chapter shall also elect alternate Councillors
who will be available for seating if a councillor is not
present. The number of alternate Councillors shall equal
up to the total number of Councillor positions allotted.
Section 4. Vacancies occurring in Councillor positions
other than by removal shall be filled in a timely manner
from among the alternates by appointment of the President.
Section 5. A Councillor may be removed from office by a
three-quarters (3/4) vote of the Board of Directors. The
Councillor will then be replaced by one of the alternates
by majority vote of the Board.
Section 6. The duties of a Councillor shall include,
but not be limited to, those in the National Councillor
position description.
ARTICLE IX
COMMITTEES
The President may appoint such committees as he or she
deems necessary.
ARTICLE X
MAIL VOTE
Unless prohibited by law, voting on any matter, including
the election of directors or officers, may be conducted
by mail, either by paper or electronically.
ARTICLE XI
INDEMNIFICATION
The Chapter indemnifies any and all individuals as determined
by the Board of Directors, to include at a minimum, Chapter's
directors or officers or former directors or officers against
expenses actually and necessarily incurred by them in connection
with the defense of any action, suit, or proceeding, in
which they or any of them are made parties, or a party,
by reason of having been directors or officers or other
individuals as the Board deems appropriate of the Chapter,
except in relation to matters as to which such director
or officer or former director or officer or other individuals
as the Board deems appropriate shall be adjudged in such
action, suit, or proceeding to be liable for misconduct
in the performance of duty and to such matters as shall
be settled by agreement predicated on the existence of such
liability for misconduct.
ARTICLE XII
APPROVAL OF BYLAWS AND AMENDMENTS
Section 1. These bylaws shall not become effective until
approved by the Board of Directors of the College.
Section 2. Unless otherwise required by law, these
bylaws may be amended by a two-thirds vote of the votes
cast at a meeting of the Chapter, provided that the proposed
amendments have been distributed to the membership either
electronically or via regular mail of the Chapter at least
60 days prior to the meeting.
Section 3. Amendments to these bylaws shall be submitted
in writing to the College by registered mail, return receipt
requested, no later than 30 days following the adoption
of such amendments. No amendment shall be of any force or
effect until it has been submitted to and reviewed by the
Board of Directors of the College, provided, however, that
such amendment shall be considered to be approved if the
Board of Directors fails to give written notice of its objection
thereto within 90 days following receipt.
Section 4. These bylaws must at all times be consistent
with the Constitution and Bylaws of the College. Should
the Constitution and Bylaws of the College be changed in
such a manner as to render these bylaws inconsistent therewith,
then these bylaws shall be amended immediately to eliminate
said inconsistency.
Revised: May 17, 1995, April 4, 2002, May 20, 2003.
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