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By-Laws of Association of Medical School Pediatric Department Chairs, Inc.

ARTICLE I

Name

The name of this nonprofit corporation is the Association of Medical School Pediatric Department Chairs, Inc., hereafter to be referred to in this document as AMSPDC.

ARTICLE II

Mission and Nondiscrimination Policies

SECTION 1.   Mission.  To improve the health and wellbeing of children through the professional development of the chairs of academic pediatric departments and support of their clinical, research, education, and advocacy missions.

SECTION 2.   Nondiscrimination Policies.  AMSPDC shall not adopt any practice, policy or procedure that would result in discrimination on the basis of race, religion, creed, color, national origin, sex, age, disability, veteran or disabled veteran status, sexual orientation or marital status.

ARTICLE III

Membership

SECTION 1.   Designation, Qualifications and Rights.

Membership is open to Pediatric Department Chairs in the United States or, Canada meeting each of the following criteria:

  1. Must be Chair of the Department of Pediatrics of a Liaison Committee on Medical Education (LCME) accredited allopathic medical school, OR, Chair of the Department of Pediatrics of a Commission on Osteopathic College Accreditation (COCA) accredited osteopathic medical school, OR Chair of a hospital sponsored Department of Pediatrics that is affiliated with an LCME or COCA accredited allopathic medical school and that has an ACGME-approved pediatric residency program. A significant relationship to an LCME or COCA accredited Medical School is evidenced by meeting each of the following three criteria:

a). Appointment as Chair of the Department of Pediatrics must be made by the Medical School, or if made by the Hospital, approved by the Medical School or accompanied by a letter from the Dean stating that the Chair is accountable to the Dean for the educational and scholarly activities of the program and aligned with the  mission of AMSPDC.

b). Performance as Chair must be evaluated by the Dean or a designated official of the Medical School.

c). Must have a reporting relationship to the Dean of the Medical School regarding educational and scholarly activities.

  1. Chair of the Department must have significant administrative authority, as evidenced by responsibility for faculty evaluation, recruitment, appointment and retention, influence over curricular matters.

Acting/Interim Chairs who meet the criteria outlined above are eligible for membership. All members have the same rights, privileges, and dues structure. There is only one category of active membership (i.e. no “affiliate” or “associate” membership categories). Current Departments of Pediatrics with active members of AMSPDC not meeting the new criteria will be allowed to maintain their membership, so long as their membership dues remain up to date (if dues are not paid within 12 months of the invoice date, a new application using the new policies and criteria would be required).

Emeritus Membership can be granted individuals meet both of the following criteria:

  1. Previously held active membership in the AMSPDC, and
  2. Emeritus Membership is endorsed by the current chair of the emeritus applicant.

Emeritus members are eligible to attend the annual meeting and webinars sponsored by the AMSPDC, but not the annual business meeting of the AMSPDC. They are eligible to receive electronic and other communications from the AMSPDC and have full access to its website. They are not eligible to serve as officers, with the exception of Immediate-Past-President per Article IV, Section 2, but may serve on Committees or act as an organizational liaison when requested, based on their expertise.

Membership Committee: Requests for membership in the AMSPDC (regular and emeritus members) must be submitted to the Membership Committee and approved by the Board of Directors. The membership committee will be advisory to the AMSPDC Board of Directors, which has final decision making authority. The membership committee will be appointed by the AMSPDC Board of Directors and members would serve for staggered three year terms.

Membership may be terminated by resignation or disciplinary action by the Board of Directors.

SECTION 2.   Dues.  Annual dues will be assessed at a rate set by the Board of Directors.  Dues and any required fees must be paid in full by a date specified by the Board of Directors. Any member who has not paid dues or other fees within six months of the stated due date will have their membership terminated.

SECTION 3. Membership Termination. Membership may be terminated by resignation, dues in arrears for over 6 months, or action by the Board of Directors.

SECTION 3.   Reinstatement.  Any active member whose membership has been terminated for nonpayment of dues and who seeks reinstatement shall be required to pay dues for the current year in which reinstatement is sought, plus the years of nonpayment up to two years, and upon such payment, membership may be reinstated by the Board of Directors.

 

SECTION 4.   Voting Rights.  Each Active Member shall have one vote on each matter submitted to the vote of the Members of the AMSPDC.  Emeritus Members may not vote. The Voting Members of the AMSPDC shall have the following powers:

  1. to elect members of the Board of Directors and officers of the AMSPDC;
  2. to repeal, modify, or amend the Bylaws
  3. to approve any sale, lease, exchange, mortgage or other disposition of all or substantially all of the property or assets of the AMSPDC; and held concurrently with the Board of Directors, to remove Board Members and officers of the AMSPDC as detailed in Article V, Section III.

SECTION 5.   Not Transferable.  Membership in the AMSPDC may not be assigned or otherwise transferred.

SECTION 6.   Resignation.  Any Member may resign from membership in the AMSPDC by filing a written resignation with the Secretary-Treasurer of the AMSPDC.

SECTION 7. Annual Meeting.  The AMSPDC will hold an annual meeting at a time and place to be determined by the Board of Directors.

SECTION 8. Officers of the Meetings.  At annual business meetings of the AMSPDC, the President, if present, otherwise the President-elect, if present, otherwise the Secretary-Treasurer shall act as chair of the meeting. The Secretary-Treasurer, if present, otherwise a person appointed by the chair of the meeting, shall act as secretary of the meeting. The chair of the meeting shall, without relinquishing the chair, have full power of discussion and shall not, by reason of holding the chair, relinquish any right to vote otherwise held by such person in respect of any matter before the meeting. The chair of the meeting shall have the right to decide, without appeal, the order of business for such meeting and all procedural matters, including the right to limit discussion as being unreasonably prolonged.

SECTION 9. Notice of Meetings.  Notice of the annual meeting and of the annual business meeting of the AMSPDC shall be delivered by the Secretary-Treasurer of the AMSPDC, or a designee, to each Member at least 60 days in advance of the day on which the meeting is to be held.

ARTICLE IV

Officers

SECTION 1. Officers & Executive Committee.  The officers of AMSPDC shall consist of the President, the President Elect, the Immediate Past President and the Secretary-Treasurer. The Executive Committee shall be comprised of the Officers (and the Executive Director as a non-voting member).

SECTION 2. Officer Terms. The President, President Elect and Immediate Past President shall each serve for a two year period. The Secretary-Treasurer shall serve for a 6 year term. All officers will serve until their respective successors have been duly elected and qualified, unless their service is sooner terminated by death, resignation, removal, or if he or she is no longer a Department Chair. If the Immediate-Past President is no longer a Department Chair during his/her term, by a majority vote of the Executive Committee she/he will remain a non-voting member of the Executive Committee until the end of his/her term.

 SECTION 3. Duties of the President.

  1. Shall call and preside at all meetings of the Board of Directors and Executive Committee.
  2. Shall preside at the annual Business meeting.
  3. Shall advise the Program Committee on the agenda of the Annual Meeting Program with the active advice of the Board and the Program Committee.
  4. Shall be the official spokesperson of the Board and the membership.
  5. Shall appoint chairs and members to standing and ad hoc Committees.
  6. Shall either act as or appoint members to liaison positions with other professional organizations or societies.
  7. The President can participate as a member of committees (and shall not be counted in any enumeration of members of such committees set forth elsewhere in these Bylaws).
  8. Review minutes for accuracy of all meetings at which the President presides. Review minutes produced by the Secretary-Treasurer for accuracy.
  9. General direction of all other officers and see that their duties are performed properly.

SECTION 4.  Duties of the President-Elect.

  1. Shall preside at all meetings of the Board of Directors and/or Executive Committee and/or membership if the President is absent.
  2. Shall assume the position of President in the event the President is unable to continue in this capacity during the two year term.
  3. To the extent the President deems appropriate, the President-Elect can participate as an ex-officio member of committees (and shall not be counted in any enumeration of members of such committees set forth elsewhere in these Bylaws).

In the event that the President-Elect is unable to continue in this capacity, the President, in consultation with the Nominations Committee would identify a candidate whose nomination would be brought to vote by the membership within 30 days.

SECTION 5.  Duties of the Immediate Past-President.

  1. Shall Chair the Nominating Committee and serve as one of the three members of the Nominating Committee.
  2. Serve on the Executive Committee.

SECTION 6.  Duties of the Secretary-Treasurer.

  1. Review minutes for accuracy of all meetings for which the Secretary-Treasurer is present.
  2. Annually, the Secretary-Treasurer will present a proposed budget to the Board of Directors for the following fiscal year. Will monitor income and expenditures throughout each fiscal year, and reconcile year-end financial reports with the approved budget.

To the extent the President deems appropriate, the Secretary-Treasurer can participate as a member of committees (and shall not be counted in any enumeration of members of such committees set forth elsewhere in these Bylaws). In the event that the Secretary-Treasurer is unable to continue in this capacity, it shall be the responsibility of the President to appoint a replacement. A period of overlap between the past Secretary-Treasurer and newly appointed Secretary-Treasurer will be determined.

SECTION 7. Vacancies.  It shall be the responsibility of the President to appoint a replacement for any vacancy in an office, because of death, resignation, removal, disqualification or any other cause, with the exception of the President-Elect as noted in Article IV, Section 3.

ARTICLE V

Board of Directors

SECTION 1.   General Powers and Duties.  The property, business and affairs of the AMSPDC shall be managed by the Board of Directors, which shall have exclusive responsibility for the determination and implementation of policy. The Board of Directors may appoint an Executive Director whose duties shall be assigned by the Board of Directors.

SECTION 2.   Number, Election and Term of Office.  The Board of Directors shall consist of the Executive Committee (the President, the President-elect, the Immediate Past President and the Secretary-Treasurer) and eight Board Members at Large. The President-elect, the President, and the Immediate Past President shall each serve terms as outlined in Article IV Section 1. The at large Board Members shall hold office for staggered three-year terms, which shall begin in the year of election at the conclusion of the annual business meeting of the AMSPDC. Except as otherwise expressly provided in these Bylaws, Board Members shall hold office for one term and until their successors have been elected and qualified. Former Board members may serve another term after a period of two years.

SECTION 3.   Resignation and Removal.  Any Board Member may resign at any time by giving written notice to the President or Secretary-Treasurer of the AMSPDC.  Such resignation shall take effect when the notice is delivered, unless the notice specifies a future date; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The pending vacancy may be filled pursuant to Section 4 of this Article before the effective date. Any officer or other Board Member may be removed from office, with or without cause, upon the majority vote of the Voting Members.

SECTION 4.   Vacancies in an At-Large Board Position.  Any vacancy occurring in a Board Member at large position may be filled by an appointment by the President in consultation with the Board of Directors or the Nominating Committee, and such individual so appointed shall serve until the next annual election of Board Members, or until the end of such term, whichever occurs first. The person so elected shall hold office for the unexpired term of his or her predecessor in office.

SECTION 5.   Regular Meetings.  Meetings of the Board of Directors shall be held at least twice a year.  There shall be a regular annual meeting of the Board of Directors, which shall be held in conjunction with the annual business meeting at such time and place as may be designated by resolution of the Board of Directors.  There shall be a second meeting approximately six months later, the exact date and place to be specified by the President.

SECTION 6.   Special Meetings.  Special meetings, to include conference calls, of the Board of Directors may be held at any time on the call of the President or a majority of the Board Members. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

SECTION 7.   Quorum.  A majority of the Voting Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than such a majority is present at said meeting, a majority of the Board Members present may adjourn the meeting to another time without further notice.

SECTION 8. Manner of Acting.  The act of a majority of the voting Board Members present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation of the AMSPDC or these Bylaws.

ARTICLE VI

Election of Board Members

SECTION 1.  Elections.  The voting membership will be requested to submit names of potential candidates to the Nominating Committee for open Board of Director positions.  A slate of candidates will be prepared by the Nominating Committee and presented for election to the voting membership at the Annual Business Meeting.

ARTICLE VII

Committees

SECTION 1.   Committees.  The following Standing Committee shall be established:  Nominating Committee.  The President and Board of Directors may at any time, or from time to time, (i) establish additional Committees with such duties and such membership and terms of office as the Board of Directors may designate by resolution, (ii) abolish any Committee, including those specifically designated in these Bylaws, and (iii) alter the name, duties, membership, and terms of office of any Committee, including those specifically designated in these Bylaws.

SECTION 2.   Nominating Committee.  The President in conjunction with the Board of Directors shall annually appoint a Nominating Committee consisting of three Members, to include the Immediate Past President.  The Nominating Committee each year shall prepare a slate of nominees for the open positions. 

ARTICLE VIII

Indemnification

SECTION 1.   Indemnification of Board Members, Officers, Employees and Agents.  Any present or former board member, officer, employee, or agent of the AMSPDC, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified (including advances against expenses) by the AMSPDC against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be made a party by reason of his being or having been such a Director, officer, employee, or agent, to the extent authorized by the Board of Directors. No indemnification or advance against expenses shall be approved by the Board or paid by the AMSPDC until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.

ARTICLE IX

Miscellaneous Provisions

SECTION 1.   Depositories.  All funds of the AMSPDC not otherwise employed shall be deposited from time to time to the credit of the AMSPDC in such banks, trust companies or other depositories as the Board of Directors, or designee, may select.

SECTION 2.   Checks, Drafts, Notes, Etc.  All checks, drafts or other orders for the payment of money (“Payment Orders”) and all notes or other evidences of indebtedness (“Notes”) issued in the name of the AMSPDC shall be signed by such officer or officers, or agent or agents, of the AMSPDC and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 3.  Fiscal Year.  For accounting and related purposes, the fiscal year of the AMSPDC shall begin on the first day of July each year and end on the last day of June each year. The Board of Directors may, by resolution, change the beginning and ending dates of the fiscal year, and any such change shall be effective upon the date set in the resolution.

SECTION 4.  Contracts. The Board of Directors may authorize any officer or officers, agent, or agents of the AMSPDC in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of AMSPDC and such authority may be general or confined to specific instances.

ARTICLE X

Amendments

SECTION 1.   Amendment of Bylaws.  These Bylaws may be altered, amended or repealed, and new and other Bylaws may be made and adopted by the Voting Members. Notice of any meeting at which an amendment to the Bylaws is to be acted upon shall include an announcement of the action to be taken and a text of the proposed amendment. An amendment shall be adopted upon the affirmative vote of a quorum of the Voting Members present at such meeting or by an official vote received by electronic means. A quorum shall be considered two-thirds of the Voting Members.

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