Preliminary By-Laws of the
ASSOCIATION OF INTERVENTIONAL PULMONOLOGY PROGRAM DIRECTORS (AIPPD)
Table of Contents
Article 1. Name and Purpose
Article 2. Members; Meetings of Members
Article 3. Board of Directors
Article 4. Meetings of Board of Directors
Article 5. Committees
Article 6. Officers
Article 7. Indemnification
Article 8. General
Article 9. Amendments
Section 1.1 Purpose.
The purpose of this Association shall be to form a professional association of members which shall: facilitate education and excellence in clinical and research training in Interventional Pulmonolgy (IP); establish training guidelines on IP; provide a vehicle for communication among all training program directors and various organizations which deal with training of related specialists; and monitor and respond to developments in training, accreditation, credentialing, manpower, financing, and other issues affecting programs in IP.
Section 2.1 Membership.
The Association shall have membership categories as specified in succeeding sections of this Article.
Section 2.2 Program Director Member Status.
To be considered for membership as a program director member (“Regular Member”), an individual must be the training program director or director of a distinct IP Fellowship
Section 2.3 Qualification For Membership.
With respect to all questions as to qualification for membership, the
determination of the Association’s Board of Directors shall be final and binding on all parties.
Section 2.4 Voting Rights; Qualification for Office; Other Rights.
Except as otherwise provided in these By-Laws, all Regular Members in good standing shall have the right to vote for the election of Directors/Officers and on all matters pertaining to the general affairs of the Association on which a vote of the members is required by statute or is deemed by the Board of Directors to be desirable. A member entitled to vote may vote in person or by proxy executed in writing by the member or by electronic communication.
Only Members shall be qualified for election or appointment as Directors/Officers of the Association or as chairpersons of any committees of the Association.
Members shall also have the right to participate in and receive such Association services, communications and publications and other such member benefits as the Board of Directors may specify from time to time.
Votes will carry by majority of those voting. (e) quorum reached when >50% of board participates.
Section 2.5 No Membership Certificates Or Transfer Of Membership; Nonliability of Members.
No membership certificates of the Association shall be required. Membership in the Association is not transferable or assignable. The members of the Association shall not be personally liable for any debt or obligation of the Association.
Section 2.6 Fees.
The annual and other fees (or dues) for membership in the Association shall be determined by the Board of Directors. Members failing to pay such fees within thirty (30) days from the time the same become due shall be notified in writing, and, if payment is not made within the next succeeding thirty (30) days without further notice, such delinquent member shall be dropped from the membership rolls and thereupon forfeit all rights and privileges of membership. The Board of Directors may extend the time for payment of dues upon written request of such member providing just cause.
Section 2.7 Resignation, Termination and Suspension of Membership.
Any member may resign by filing a written resignation with the Secretary-Treasurer of the Association, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid. Other events and procedures for termination or suspension of a membership may be found in the Board Manual described in Section 8.4 below.
Section 2.8 Meetings of Members.
Place of Meetings. Meetings may be held in locations determined by the President or Board of Directors.
Business or Regular Meetings, including Annual Meeting. Two regular, or business meetings of the members shall be held each year, at such times and places as provided in a resolution of the Board of Directors. One of such meetings shall be designated by resolution of the Board as the annual meeting of members. Meeting may be held in person, by teleconference or by any appropriate electronic means of communication.
Special Meetings. Special meetings of the members may be called by the President or by the Board of Directors.
Section 2.9 Notice Of Members’ Meetings.
Written notice stating the place, date and time of the meeting of members, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member entitled to vote at such meeting not less than 5 (or in certain cases 20) days nor more than 60 days in advance of such meeting, by or at the direction of the President, the Secretary-Treasurer or the persons calling the meeting.
Section 2.10 Dissolution.
To be determined
Section 3.1 General Powers.
The affairs of the Association shall be managed by or under the direction of its Board of Directors.
Section 3.2 Number And Qualifications.
The number of Directors to constitute the Board of Directors shall be determined at a future time by the board of directors and members. The number of Directors may be increased or decreased from time to time by amendment to these By-Laws, but the number of Directors constituting the Board shall never be fewer than three (3). A decrease in the number of Directors does not shorten an incumbent Director’s term.
Section 3.3 Election and Tenure.
Each Director shall hold office for the term for which the Director is elected and until such Director’s successor shall have been elected and qualified. The Board of Directors shall be comprised of the President, the Vice-President, the Immediate Past President and the Secretary-Treasurer, who become or remain members of the Board by virtue of being elected to or holding such offices. The term of each shall be two (2) years. A second two year term for each may be allowed at the discretion of the board. At biannual meetings of voting members of the Association, a Secretary-Treasurer shall be elected or reappointed. After two years (or maximally four years), the Secretary-Treasurer shall become the Vice-President. The Vice-President shall become the President and the President shall become the Immediate Past President. term. Nomination procedures for the offices of Vice-President and Secretary-Treasurer may be set forth by the Board. The Board may also replace any officer in the sequence described by a vote of at least 2/3 of the Board.
Section 3.4 Resignation and Removal.
A Director may resign at any time by written notice delivered to the Board of Directors or to the President or the Secretary-Treasurer of the Association. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. A Director may be removed by at least 2/3 vote of the Board.
Section 3.5 Vacancies.
Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors unless the Articles of Incorporation or the By-Laws provide that a vacancy or Directorship so created shall be filled in some other manner, in which case such provision shall control. A Director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his or her
predecessor in office.
Section 3.6 Director Conflict of Interest.
Members are required to disclose any potential conflicts of interest that impact issues before the board.
Section 4.1 Regular Meetings.
A regular annual meeting of the Board of Directors shall be held without other notice than these By-Laws, at a same place as determined by the President or Board. The Board of Directors shall provide by resolution or resolutions the time and place for the holding of at least one additional regular meetings of the Board per calendar year without other notice than such resolution(s). The Board of Directors may provide by resolution(s) the time and place for the holding of additional regular meetings of the Board without other notice than such resolution(s).
Section 4.2 Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any three Directors. The person or persons authorized to call special meetings of the Board may fix any reasonable place as the place for holding any special meeting of the Board called by them.
Section 4.3 Notice.
Written or electronic notice of any special meeting of the Board of Directors shall be delivered in a timely manner.
Section 4.4 Quorum.
A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. A majority of members at any meeting, whether or not a quorum is present, may adjourn such meeting to another time and place.
Section 4.5 Manner Of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 4.6 Participation By Conference Telephone Or Other Communications Equipment.
Directors or non-Director committee members may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Section 4.7 Presumption Of Assent.
A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken is conclusively presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting or unless he or she files his or her written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent or abstention by to the Secretary-Treasurer of the Association immediately after the adjournment of the meeting. Such right to dissent or abstain does not apply to a Director who voted in favor of such action.
Section 5.1 Two Types Of Committees.
The Board of Directors may create two types of committees. One type, as provided in may exercise the authority of the Board to the extent provided by the Board. The second type of committee shall be an advisory or working committee which may make recommendations to the Board or to the officers.
Section 5.2 Chairperson.
One member of each committee shall be appointed Chairperson.
Section 5.3 Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5.4 Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present and voting at a meeting at which a quorum is present shall be the act of the committee. A committee may act by unanimous consent in writing without a meeting.The committee by majority vote of its members or by designation of its Chairperson shall determine the time and place of meetings and the notice required therefore.
Section 5.5 Rules.
Each committee may adopt rules for its own government not inconsistent with these By-Laws, the Board Manual or other rules adopted by the Board of Directors.
Section 6.1 Officers.
The elected officers of the Association shall be a President, a Vice-President, an
Immediate Past President and a Secretary-Treasurer. The Board of Directors may elect or appoint such additional officers, assistant officers and agents as may be deemed necessary as well as other officers as may be elected by the Board of Directors.
One person may not hold more than one of the foregoing offices concurrently. Terms described above.
Section 6.2 President.
The President shall be the chief executive officer of the Association responsible for all management functions and shall preside at all meetings of the membership and the Board of Directors. In the President’s absence, then the Vice-President, and then the Secretary-Treasurer, shall preside. The President shall be an ex-officio member of all standing committees. Subject to the direction and control of the Board of Directors, he or she shall be in charge of the business and affairs of the Association and, in general, shall discharge all duties incident to the office of President. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. In general, the President shall have the powers and duties usually vested in the office of president of a corporation.
Section 6.3 Immediate Past President.
The Immediate Past President shall assist the President in the discharge of their duties as the President may direct and shall perform such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.
Section 6.4 Vice-President.
The Vice-President shall assist the President and the Immediate Past President in
the discharge of their duties as the President may direct and shall perform such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.
Section 6.5 Secretary-Treasurer.
As Secretary-Treasurer, this office encompasses the roles of both the Secretary and the Treasurer: The Secretary shall record (or cause to be recorded) the minutes of the meetings of the members and of the Board of Directors and shall have the authority to certify the By-Laws, resolutions of the members and Board of Directors and committees thereof, and other documents of the Association as true and correct copies thereof. The Treasurer shall be the principal accounting and financial officer of the Association. The Secretary-Treasurer shall perform all duties incident to the offices of Secretary and Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of
Section 8.1 Parliamentary Authority.
The rules and related information contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the parliamentary actions of the Association in all cases to which such rules and information are applicable.
Section 8.2 Fiscal Year.
The fiscal year of the Association shall be determined by the Board of Directors.
Section 9.1 In General.
The power to alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in the Board of Directors .
Section 9.2 At A Meeting.
The By-Laws may be altered, amended or repealed and/or new By-Laws may be adopted at a regular or special meeting of the Board of Directors by the affirmative vote of a majority of all the members of the Board of Directors, provided that prior notice indicates that amendment of the By-Laws is a purpose of the meeting.
By-Laws AIPPD June 2010