ARTICLE I: NAME AND LOCATION
The name of the organization is the Alliance for Continuing Medical Education, Inc., hereinafter referred to as the Alliance. The Alliance is a nonprofit organization incorporated in the State of Connecticut. Its principal office will be located at a place to be determined by the Board.
ARTICLE II: PURPOSES
The purpose of the Alliance is to identify and promote the implementation of a rational, pluralistic and coordinated system of continuing medical education for the purpose of enabling practicing physicians to be optimally effective in the delivery of patient care.
ARTICLE III: MEMBERSHIP
Membership in the Alliance is open to persons throughout the world who are engaged in, or interested in, continuing medical education.
Section 1: Categories of Membership
a. Active Membership is open to any person, including but not limited to those in medical practice, medical education, government, and the pharmaceutical or other industry, who is involved in or committed to continuing medical education. A person shall become an active member upon supplying demographic information and paying such dues as the Board may set from time to time. All active members shall be eligible to vote and to hold office. Such membership is not transferable.
b. Emeritus Membership is open to any person who is retired and was an Alliance member for 15 years prior to retirement. Emeritus members may take an active part in the affairs of the Alliance, including serving on committees. They are exempt from annual dues. Definition of the term “retired” may be established by the Board.
c. Honorary Membership may be conferred by the Board on any person who has made a significant contribution to continuing medical education. Such members shall be non-voting members and exempt from dues.
Section 2: Termination of Membership
Membership shall be terminated by voluntary withdrawal, expulsion of the member, or non-payment of dues. A member may be expelled by a two-thirds vote of the Board present at any meeting provided that such member has been advised of the proposed action at least 30 days in advance and has had the opportunity to present his or her case to the Board.
ARTICLE IV: MEETINGS OF MEMBERS
Section 1: Annual Business Meeting
An annual business meeting of members shall be held for transaction of such business as may properly come before the meeting. The annual meeting of members shall be held in conjunction with the annual education meeting at a time and place as determined by the Board.
Section 2: Special Meetings
Special meetings of members shall be held upon call of the President, the Board, or at the signed request of twenty percent (20%) of the active members. The purpose of the meeting shall be stated in the notice of the meeting.
Section 3: Notification
Notice of the time and place of meetings of members shall be announced in Alliance newsletters, by US mail, by electronic mail, or by other appropriate communications vehicles not less than thirty days before the meeting.
Section 4: Quorum
Ten percent of the current active membership of the Alliance shall constitute a quorum at any meeting of members.
Section 5: Voting and Rules of Order
Each active member present shall have one vote. Decisions will be made by majority vote. If no other rules have been established for the conduct of the meeting, it will be conducted according to Robert’s Rules of Order.
ARTICLE V: BOARD
Section 1. Name
The name of the governing body of the Alliance shall be the Board of Directors.
Section 2. Powers and Duties
The Board of Directors shall have supervision, control and direction of the affairs of the Alliance; shall determine and, when deemed advisable, revise Alliance policies; and be accountable for Alliance assets.
The Board may adopt rules and regulations for the conduct of its business, and may delegate certain of its authority to the Executive Committee (see Article VI, Section 1.a), and for specific purposes, to other committees or task groups.
The Board shall delegate the responsibility for managing the activities of the Alliance to an Executive Staff Officer and shall provide an up-to-date position description and ensure regular Executive Staff Officer performance reviews.
Section 3. Makeup
The Board shall be made up of persons representative of the membership at large.
Section 4. Number and Terms of Office
The number of Board members shall be between eleven and seventeen, as determined by the Board from time to time. Board members shall be elected for three-year terms. After serving two consecutive terms a member must be off the Board for at least three years before being seated for another term. No person can serve more than 12 years as a Board member.
Section 5. Nomination and Election
a. Nominations shall be solicited from the entire membership by the Governance Committee. This Committee will screen all nominees according to criteria approved by the Board and develop a list of qualified candidates. Information on these individuals will be sent to the entire membership along with information about election procedures.
b. Election will be by procedures adopted by the Board. These procedures will be communicated to the members prior to the election. Results of the election will be announced at the annual meeting.
c. Taking office: A Board member shall take office at the conclusion of the annual business meeting of Alliance members and shall continue in office until his or her successor is elected and seated.
Section 6. Removal
Any Board member who fails to fulfill the duties and obligations of Board membership may be removed from the Board at any regular or special meeting of the Board, provided that (a) information about such possible action is delivered to each Board member at least seven days prior to the meeting, and (b) that the named Board member is given the opportunity to present his or her case to the Board prior to the vote. A vote of a two-thirds majority of all Board members present will be required to remove a Board member.
Section 7. Vacancies
Vacancies on the Board will be filled at the next regular Alliance election.
Section 8. Meetings
The Board will hold at least two regularly scheduled meetings a year. Special meetings of the Board may be held at any time and place upon the call of the President or any six Board members. The Board will adopt policies and procedures concerning issues related to its meetings.
Board members unable to be present may participate by phone provided that all parties can hear each other and participate in the Board's deliberations. Board members participating by phone shall be part of the quorum.
The Board may elect to hold some of its meetings via conference call, video conferencing or other appropriate communication means.
Section 9. Quorum
At each meeting of the Board, a majority of Board members in office shall constitute a quorum for the transaction of business.
Section 10. Action and Rules of Order
Except as otherwise stated in these bylaws, the Board shall take action by a simple majority vote. The Board may from time to time establish policies and procedures for the conduct of its business.
Section 11. Action Without a Meeting
The Board may take action without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each Director, and filed with the corporate records reflecting the action taken. A consent signed under this Section has the effect of a meeting vote and may be described as such in any document.
Section 12. Compensation
No member or officer of the Board shall receive, directly or indirectly, any salary or other form of compensation from the Alliance. Board members may be reimbursed for the out-of-pocket expenses of providing services for the Alliance in accordance with policies established by the Board.
ARTICLE VI: COMMITTEES
Committees and other task groups are established to assist the Board in its duties or as structures for Alliance staff and members to carry out the work of the Alliance. Each group shall have a clearly articulated charge, established levels of authority and lines of accountability.
Section 1. Committees
The Executive Committee may act on behalf of the Board when urgent matters must be dealt with and the Board cannot meet, and to discharge specific responsibilities assigned to the Committee by the Board. The Committee may not act on matters that are specifically reserved for the Board as stated in these bylaws. The Committee's actions shall be reported to the Board no later than the next Board meeting. The Executive Committee shall consist of the President, who shall serve as the Committee chair, the other Board officers, and such other Board members as the Board may from time to time designate. The Secretary-elect, Treasurer-elect, and Executive Staff Officer shall serve as ex officio members of the Executive Committee.
The Governance Committee shall be responsible for assisting the Board in developing criteria for selecting nominees in accordance with Article V, Section 3, for soliciting nominations from the Alliance membership, and for screening and presenting Board candidates to the membership for election. The Committee is also charged with arranging for Board assessments, other procedures designed to strengthen the performance of the Board and other duties as assigned by the Board.
Other Committees: Ongoing committees and short-term task groups may be established to plan and/or implement specific Alliance programs or to explore issues that may have an impact on the mission of the Alliance. The responsibilities of committees shall fit within the strategic framework of the Alliance as established by the Board. Generally, committees, their specific charges and accountabilities shall be endorsed by the Board. Their chairs shall be appointed by the President and committee members will be approved by the President. Short-term task group chairs and members will be recommended by the parent committee chair and approved by the President.
Ex Officio Members: Ex officio members do not have voting privileges. As such, they may not vote or make or second motions. They may participate in discussion of motions.
ARTICLE VII: ELECTED OFFICERS
Section 1: Number and Election
The Alliance shall have the following officers: President; Vice-President; Past President; Secretary; and Treasurer. In addition, in alternating years, a Secretary-elect and Treasurer-elect shall be officers and ex officio members of the Executive Committee. All officers shall be elected by the Board from current members of the Board.
Section 2: Terms of Office
The following officers shall serve a one-year term: President, Vice-President, Past President, Secretary-elect, Treasurer-elect. The Secretary and Treasurer shall serve a two-year term.
The Vice-President shall serve for one year prior to assuming the office as President, and the President shall serve for one year prior to assuming the office of Past President. The Secretary-elect and Treasurer-elect shall serve for one year prior to assuming the offices of Secretary and Treasurer, respectively.
All officers shall take office at the conclusion of the annual business meeting of Alliance members and shall continue serving until their respective successors have been elected and seated. Board members elected to these offices may have their term of office on the Board extended so they can complete their full term as an officer.
Section 3. Removal
An officer who does not adequately fulfill the duties of his or her office or for other reasons that are detrimental to the Board and/or to the Alliance may be removed by a vote of two-thirds of Board members present at a duly called Board meeting. Board members shall be notified at least seven days prior to such action, and the officer shall have the opportunity to present his or her case to the Board prior to the vote.
Section 4. Vacancies
In case of a vacancy in an office, a successor to fill the unexpired term may be elected by the Board at a regular or special meeting. Members must be notified of the meeting at least seven days in advance.
A vacancy in the office of President will be filled by the Vice-President.
A vacancy in the office of Secretary or Treasurer will be filled by the Secretary-elect or Treasurer-elect, respectively, during years in which the elect position is filled. In alternate years, an election by the Board will be held to fill the position. A vacancy in the office of Vice-President, Secretary-elect or Treasurer-elect will be filled as soon as possible by Board election to complete the term of the vacant office.
Section 5. Powers and Duties of Elected Officers
The President shall preside at all Alliance Executive Committee, Board and annual business meetings. The President shall serve as a voting member of the Board and the Executive Committee. The President shall serve as an ex officio non-voting member of all other committees. The President shall appoint all committee chairs and approve all committee members. He or she shall perform such other duties that are incident to the office and as generally or specifically directed by the Board.
The Vice-President shall be elected one year before assuming the office of President in order to assist the incumbent and become familiar with the duties and responsibilities of the position. The Vice-President shall have such powers and duties as may be assigned to him/her by the Board or the President. In the absence of the President, the Vice-President shall perform the duties of the President.
The Secretary shall exercise general supervision over all aspects of the Alliance's reports and minutes. The Secretary shall ensure that corporate reports are in a form determined from time to time by the Board.
The Secretary-Elect shall be elected one year before assuming the office of Secretary in order to assist the incumbent and become familiar with the duties and responsibilities of the position. The Secretary-elect shall serve as ex officio non-voting member of the Executive Committee.
The Treasurer shall exercise general supervision over all aspects of the Alliance's financial affairs. The Treasurer shall ensure that auditors are appointed and that audit reports are presented to the Board annually. The Treasurer shall also ensure that financial reports are in a form determined from time to time by the Board.
The Treasurer-Elect shall be elected one year before assuming the office of Treasurer in order to assist the incumbent and become familiar with the duties and responsibilities of the position. The Treasurer-elect shall serve as ex officio non-voting member of the Executive Committee.
The Past President shall serve on the Board for one year following the completion of the term of office as President. In the situation where the President is unable to fulfill his or her duties, and the Vice-President is not available to serve, the Past President may temporarily assume presidential responsibilities until a President is elected.
ARTICLE VIII: EXECUTIVE STAFF OFFICER
The Board shall employ a salaried Executive Staff Officer who shall be charged with the management of Alliance affairs, subject to the policies and budget established by the Board. The executive's responsibilities will include, but not be limited to, employment and termination of staff, conduct of Alliance financial affairs, and support for the work of the Board and committees. The Executive Staff Officer may delegate responsibility for specific aspects of the management of the Alliance’s affairs while holding accountable the parties to whom responsibility has been assigned. The Executive Staff Officer is accountable to the Board, shall provide regular reports to the Board and keep the Board informed of issues that need the Board's attention. The Executive Staff Officer shall serve as an ex officio non-voting member of the Board and Executive Committee. The Executive Staff Officer may serve as an ex officio non-voting member of other committees.
ARTICLE IX: FINANCIAL OVERSIGHT
Section 1. Fiscal Year
The fiscal year of the Alliance shall be determined by the Board.
Section 2. Budget and Audit
The Board shall adopt an annual operating budget and oversee the implementation of the budget through regular reviews of the financial statements. The Board shall also ensure that the Alliance is guided by sound financial policies and practices. The financial books and accounts of the Alliance shall be audited by a certified accounting firm on a schedule to be determined by the Board.
Section 3. Depositories, Contracts, Notes, and Signatories
The Board may select such depositories as it shall deem proper for the funds of the Alliance and shall determine who shall be authorized on the Alliance's behalf to sign financial documents.
Section 4. Investments
The funds of the Alliance may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds, or other securities, according to policies established by the Board. The Board may delegate the management of Alliance investments to professional financial advisors who will report to the Board according to guidelines established by the Board.
ARTICLE X: INDEMNIFICATION
The Alliance shall, to the fullest extent now or hereafter required or permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she, his/her testator or intestate was a member, associate, Board member, officer or other agent of the Alliance, or of any other organization served by him or her in any capacity at the request of the Alliance, against judgments, fines, amounts paid in settlement and reasonable expenses. The Board may obtain liability insurance to provide coverage for this obligation.
ARTICLE XI: BOOKS AND RECORDS
Correct and complete records of the activities and transactions of the Alliance shall be kept at the office of the Alliance. These include but are not limited to a copy of the Certificate of Incorporation, a copy of these Bylaws, all minutes of the Board and the annual financial reports of the Treasurer required by Article VII, Section 5.e of the Bylaws. All such documents shall be available for inspection by any active member during normal business hours.
ARTICLE XII: CORPORATE SEAL
The seal of the Alliance shall be circular in form and shall bear the name of the Alliance and words and figures showing that it was incorporated in the State of Connecticut in the year 1976.
ARTICLE XIII: DISSOLUTION
The Alliance shall use its funds only to accomplish the purposes and objectives specified in these bylaws and no funds shall inure or be distributed to members of the Alliance, including its officers or other agents. On dissolution of the Alliance, any funds or other assets remaining shall be distributed to another tax-exempt organization with an educational, scientific, or philanthropic purpose.
ARTICLE XIV: AMENDMENTS
These Bylaws may be amended by the affirmative vote of two-thirds of the active members present at the Annual Business Meeting of Alliance members. Alternatively, at the Board's discretion, a mail or electronic ballot may be used, in which case an affirmative vote by two thirds of the ballots received by the Alliance will be required for passage, provided that the total number of ballots received equals or exceeds the quorum required for a meeting of the membership. Notice of proposed amendments shall be sent to all active members at least 30 days prior to the voting action.
