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Bylaws
Bylaws of
The Virginia State Chapter of
The American Academy of Emergency Medicine
(Virginia AAEM)
Article I
Name
The name of the corporation is The Virginia State Chapter of The American Academy of Emergency Medicine, hereinafter sometimes referred to as Virginia AAEM.
Article II
Offices
The principal office shall be at such location as the Officers of Virginia AAEM shall determine.
Article III
Objectives and Powers
3.1 Exempt Status
Virginia AAEM has not been formed for pecuniary profit or financial gain, and no part of the assets, income or profit of the Virginia AAEM shall be distributed to, or will inure to the benefit of any of Virginia AAEM’s Officers or Directors or to any shareholder or individual, except to the extent permitted under law.
3.2 Purpose and Mission Statement
Virginia AAEM is constituted and formed for the purpose of promoting and protecting excellence and integrity in the practice and management of emergency medicine in the state of Virginia (including, without limitation, the development, publication and promotion of appropriate branches and professional standards in the Emergency Medicine industry); improving the quality, providing professional and public education, and to do any other act or thing incidental to or connected with the foregoing purpose or in advancement thereof, but not for the pecuniary profit or financial gain.
MissionStatement
Virginia AAEM is a democratic organization committed to the following principles:
1. Every individual should have unencumbered access to quality emergency care provided by a specialist in Emergency Medicine.
2. The practice of Emergency Medicine is best conducted by a specialist in Emergency Medicine.
3. A specialist in Emergency Medicine is a physician who has achieved, through personal dedication and sacrifice, certification by either the American Board of Emergency Medicine (ABEM) or the American Osteopathic Board of Emergency Medicine (AOBEM).
4. The personal and professional welfare of the individual specialist in Emergency medicine is a primary concern to Virginia AAEM.
5. Virginia AAEM supports fair and equitable practice environments necessary to allow the specialist in Emergency Medicine to deliver the highest quality of patient care. Such an environment includes provisions for due process and the absence of restrictive covenants.
6. Virginia AAEM supports the growth of residency programs and graduate medical education, which are essential to the continued enrichment of Emergency Medicine, and to ensure a high quality of care for the patient.
7. Virginia AAEM is committed to providing affordable high quality continuing medical education in emergency medicine for its members.
3.3 Powers
Virginia AAEM shall have all the powers of a corporation organized not for pecuniary profit, as are now or shall hereafter be conferred by the statutes of the State of Virginia. Virginia AAEM shall not have capital stock and no money received by Virginia AAEM shall inure to the pecuniary benefit of a member or to those individuals with any connection, which would prevent the corporation from being treated as a tax-exempt corporation by the Internal Revenue Code. Actual expenses and compensation for services rendered to the corporation may be paid to a member or to any other person who incurs an expense or renders a service.
3.4 Duration
The term of existence of Virginia AAEM shall be perpetual unless dissolved according to law.
Article IV
Membership and Privileges
4.1 Classes of Membership
There will be five classes of membership: Voting, Associate, Resident/Fellow, Allied health professional, and Student members.
4.2 Voting Membership
Full voting membership requires certification in Emergency Medicine or Pediatric Emergency Medicine by either the American Board of Emergency Medicine (ABEM) or the American Osteopathic Board of Emergency Medicine (AOBEM), or the Royal College of Physicians and Surgeons of Canada. A voting member of the Academy shall be entitled to vote to change the bylaws in accordance with Article XII, and to vote for officers and directors, except for associate member directors and resident representatives.
4.3 Associate Membership
Associate membership is limited to graduates from an Accreditation Council on Graduate Medical Education or American Osteopathic Association approved emergency medicine training program. Associate Members shall have no right to vote.
4.4 Resident/Fellow Membership
A resident or fellow member must be a resident or fellow in emergency medicine at an accredited residency program. Resident and fellow members are encouraged to but not obligated to hold a dual membership in AAEM and the AAEM Resident and Student Association. Resident Members shall only have the right to vote for the Resident Representative member of the Virginia AAEM Board of Directors. Reduced dues are determined by the Officers and Board of Directors.
4.5 Allied Health Professional Membership
A physician assistant or nurse practitioner member must be a graduate of an accredited allied health professional training program in the United States. In addition, they must be currently practicing emergency medicine within an emergency department. Allied health professional members shall have no right to vote and may be entitled to reduced dues as determined by the Officers and Board of Directors.
4.6 Student Membership
A student member must be a medical student at an accredited medical or osteopathic program. Student members are encouraged to but not obligated to hold a dual membership in the AAEM Resident and Student Association. Student Members shall only have the right to vote for the Medical Student Representative. Reduced dues are determined by the Officers and Board of Directors.
4.7 Membership Application
Each applicant for membership shall submit an application to Virginia AAEM in such form as may be determined by Virginia AAEM from time to time. Virginia AAEM does not discriminate against or give preference to members based on race, color, religion, age, sex, national origin, handicap, ancestry, sexual orientation, or marital status.
4.8 Obligations of Members
By virtue of membership, each member of the Virginia AAEM agrees to be bound by these bylaws and all lawful rules and practices adopted by the board of directors of the Virginia AAEM.
4.9 Action on Behalf of the Virginia AAEM
Only the officers of the Virginia AAEM, the board of directors of the Virginia AAEM, and other authorized agents of the Virginia AAEM may state policies or positions on behalf of the chapter.
4.10 Voting
Only Full Voting Members may vote in elections of Virginia AAEM. Each Voting Member shall have one (1) vote.
4.11 AmericanAcademyof Emergency Medicine Membership
Members of Virginia AAEM will not be required, but are encouraged to join the American Academy of Emergency Medicine. Virginia AAEM membership will not entitle the person to any benefits of the American Academy of Emergency Medicine membership.
Article V
Resignation
Any member may withdraw from Virginia AAEM after fulfilling all obligations to it by giving written notice of such intention to the Secretary-Treasurer, which notice shall be presented to the Board of Directors or Executive Committee by the Secretary-Treasurer at the first meeting after its receipt.
Article VI
Assessments
6.1 Dues
Annual dues shall be determined by the Officers and Board for the ensuing year. Dues will be reduced for resident or fellow, student, and allied health members.
6.2 Non-Payment
The Organizational Director shall establish policies with regard to nonpayment of dues.
Article VII
Meetings
7.1 Annual and Special Meetings
There will be an annual scientific meeting, which may be held in conjunction with the American Academy of Emergency Medicine and other meetings throughout the year as circumstances and needs dictate as determined by the executive committee. The Executive Committee at its discretion may call special meetings.
7.2 Voting
Any Voting Member may be represented in person or by proxy at any meeting, but each Voting Member shall be entitled to only one (1) vote.
Article VIII
Board of Directors
8.1 Authority
The Officers of Virginia AAEM will consist of a President, immediate Past President, Vice-President and Secretary-Treasurer. These Officers are responsible for the day-to-day operations of Virginia AAEM. Directors are responsible for the direction of Virginia AAEM and long-term planning.
8.2 Composition
The voting members of the Board shall consist of the President, immediate Past President, Vice-President, Secretary-Treasurer, Resident Representative, Student Representative, and the Directors. There shall be no more than ) five (5) Directors. Additional Directors may be added by a two-thirds majority of the Board. The board of directors is responsible for the direction of the Virginia AAEM and long-term planning.
8.3 Election Procedure
Any Virginia AAEM member may nominate another member (including him or herself) for an open position on the board of directors. Only voting members may run for open board positions. Nominations may be made during a period that will end 60 days before the start of the next annual scientific meeting. Voting will be undertaken by online ballot one vote per person. Each Full Voting Member of Virginia AAEM shall have one vote for President, one vote for Vice-President, one vote for Secretary-Treasurer and one vote for each open Director position. Each Resident/Fellow Member of Virginia AAEM shall have one vote for Resident Representative. Each Student Member of Virginia AAEM shall have one vote for Student Representative. Each open board position will be filled by the nominee receiving the most votes. An uncontested open position will be filled by the nominee regardless of the number of votes received for that position. Elections will be completed online 30 prior to the annual scientific meeting. Officers and directors will take their posts at the state chapter meeting held at the annual scientific meeting. No officer or board member may hold more than one position on the board at a time.
8.4 Terms of Office
The first term of the office of the President, Vice-President and Secretary-Treasurer shall be three years after the inception of the chapter. Thereafter, the terms of the President, Vice-President and Secretary-Treasurer shall be two years. Term limitations are established at two consecutive terms for each office. The first term of office of each Director shall be two years after the inception of the chapter. Each Director serves for two years and there is a two consecutive term limit. The first term of the Resident Representative and Student Representative shall be one year. The Resident and Student Representatives will serve for one year with a two consecutive term limit.
8.5 Rules of Succession
Officers and Directors shall hold office until a successor shall have been duly elected and shall take office.
In the event of the incapacity or death of the Vice-President, Secretary-Treasurer or Director, the position shall be filled by appointment of the President from Virginia AAEM members at large and must be approved by a simple majority of the Officers and Directors.
In the event of the incapacity or death of the President, the Vice-President will assume command for the unexpired term. If he or she is unable to take over the role of President, then this job falls to the Secretary-Treasurer of the organization. In the event of any such succession, the succeeding Officer will be eligible at the completion of the unexpired term of their predecessor for election to two full terms in that position.
8.6 Meetings of the Board
Meetings of the Board shall be open to the members of Virginia AAEM. A closed executive session may be called by the Board for just cause, but all voting must be in open session by an open ballot.
Special Meetings of the Board of Directors may be called by or at the request of the Executive Committee, any four Directors or at the request of twenty (20) percent of all of the Voting Members.
Any member of Virginia AAEM may submit any resolution or item for discussion and for vote at any of the Board Meetings.
8.7 Quorum
At any meeting of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business.
8.8 Vacancies
A vacancy in any office because of death, resignation, or otherwise, may be filled by the Executive Committee and confirmed by the Board of Directors for the unexpired portion of the term. In the event of any such appointment, the appointed Officer or Director will be eligible at the completion of the term of their predecessor for election to two full terms in that position.
8.9 Resignation
A Director or Officer may resign at any time by giving written notice to the Board, the President or the Secretary-Treasurer of Virginia AAEM. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.
8.10 Presumption of Assent
A Director of Virginia AAEM who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent to such action is registered with the person acting as Secretary of the meeting before adjournment thereof or shall forward such dissent by registered mail to the Secretary-Treasurer of Virginia AAEM immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
8.11 Majority Action
Except as otherwise provided in these bylaws, every act or decision done or made by a majority of officers and directors present at any meeting duly held at which a quorum is present shall be the act of the board of directors. Voting may also be conducted by electronic mail.
8.12 Executive Director
The Board may appoint an Executive Director. The executive director shall, under the direction of the Board, perform duties as the title of the office ordinarily connotes. The executive director shall keep an accurate record of the minutes and transactions of the Board, and shall serve as secretary to this body. The executive director shall supervise all other agents of Virginia AAEM and have such other powers and duties as may be prescribed by the Officers, Board or the Constitution.
8.13 Removal of an Officer or Director
Any Officer or Director may be removed from office by a three-quarter vote of the entire Board of Directors. A recall requires a petition by one-third of the Board of Directors or ten percent of active membership. If an Officer or Director misses three consecutive meetings of the Board, the Board may then, at its discretion, declare the position to be vacant.
8.14 Board Certification
Members of the board of directors are required to maintain their board certification status throughout the length of their terms of office. Any board member who allows his or her board certification status to expire will automatically be retired from the board.
Article IX
Committees of the Board
9.1 Executive Committee
The Executive Committee shall consist of the President, Vice-President and Secretary-Treasurer. The Executive Committee shall have the authority to act on behalf of the Board subject to ratification by the Board. The Executive Committee shall meet at the call of the President, Vice-President or Secretary-Treasurer. A report of its actions shall be given to the Board.
9.2 General Committees
The Executive Committee shall appoint committees and task forces to address issues of Virginia AAEM. Meetings shall be at the discretion of the committee chair. Each committee chairperson is responsible for an annual report to the Officers and Board of Directors.
Article X
Accountability
10.1 Records
Minutes of the meetings of the Board, membership books and books of account shall be open to inspection by any member of the organization.
10.2 Rules of Order
Virginia AAEM shall follow Davis Rules of Order, except when in conflict with the Constitution of Virginia AAEM.
Article XI
Indemnification
The directors and officers of Virginia AAEM shall not be personally liable for any debts, liabilities, or other obligations of the Virginia AAEM.
Article XII
Amendments and Resolutions
These Bylaws may be amended, repealed or altered in whole or in part by a two-thirds majority of the Board of Directors or a two-thirds majority of the Voting Members. The proposed change shall be mailed and/or emailed to the last recorded address of each member at least ten days before the time of the meeting which is to consider the change.
Article XIII
Code of Ethics
14.1 Purpose
The code of ethics of the Academy applies to the Academy and its members and is enforceable solely by the Academy. The primary purpose of this code of ethics is to support the Academy’s mission statement. The rules and policies of ethics set forth below are mandatory and specific standards of conduct for all members of the Academy in any class of membership. The rules of ethics are enforceable by the Academy.
14.2 Member Conduct
a. Compliance with applicable rules. Members of the Academy shall at all times comply with the following:
i. stated rules, policies and other requirements of the Academy, including without limitation, all provisions of its bylaws;
ii. applicable requirements under federal and state laws and regulations relating to such member’s status as a physician, scientist, or allied health professional; and
iii. applicable rules and requirements of each and every of the following bodies to whom such member is subject (a “governing body”):
1. healthcare entities and governing bodies and committees thereof which conduct professional review activities;
2. boards of medical examiners and comparable bodies with responsibility for licensing of physicians or allied health professionals,
3. other self-regulatory organizations and professional societies; and
4. Any other body which is a “board of professional examiners” or a “professional review body” under the Healthcare Quality Improvement Act of 1986.
b. Discipline by other bodies. Any:
i. censure or reprimand;
ii. suspension or termination of a license or membership;
iii. suspension or revocation of privileges; or
iv. Any other finding of bad standing of a member by any governing body shall constitute a violation of this code of ethics.
14.3 Commercial Relationships
A member’s clinical judgment shall not be affected by an economic interest in, commitment to, or benefit from professionally related commercial enterprises.
14.4 Disclosure of Conflicts of Interest
The established policy of the Academy is to require of its officers, directors, committee chairpersons, and senior staff appropriate disclosure from time to time declaring any relevant conflict of interest between their Academy positions and involvement with outside organizations. Such involvements are ones that may directly or indirectly:
a. has significant economic transactions with the Academy;
b. has objectives inconsistent with the purposes of the Academy;
c. market products or services to members of the Academy; or
d. market products or services to medical patients.
14.5 Policy and Procedures Regarding Actual or Potential Conflicts of Interest
In order for the Academy to most effectively further its mission and to otherwise maintain its excellent reputation in the medical community and with the public, it is important that confidence in the Academy’s integrity be maintained and that the Academy’s decisions and actions not be unduly influenced by any special interests of individual members. This policy seeks to identify actual or potential conflicts of interest which might improperly affect Academy activities. Specifically, this policy seeks to cover the following three types of possible conflicts of interest:
a. Interests which may affect or be affected by significant economic transactions to which the Academy is or may be a direct party (i.e., ownership by an Academy officer of a company from which the Academy makes major purchases of goods or services);
b. Interests which might cause a representative of the Academy to abuse an Academy position in order to achieve objectives which are inconsistent with the purposes of the Academy; and
c. Interests which do not relate directly to an interest of the Academy as an organization but bear significantly on issues of importance to the Academy membership and about which different components of the Academy membership might hold widely differing views.
14.6 Administrative Procedures
Administrative procedures form the third part of the code of ethics. These procedures provide for the structure and operation of the ethics review process and they set forth procedures to be followed by the board of directors of the Academy in handling inquiries or challenges raised under the rules of ethics. All members of the Academy are required to comply with these procedures. Failure to cooperate with the board of directors in a proceeding on a challenge may be considered by the board of directors according to the same procedures and with the same sanctions as failure to observe the rules of ethics.
14.7 Inquiries and Challenge
a. Preliminary review and disposition. A submission involving this code of ethics (a “submission”) may consist of:
i. a request for issuance by the board of directors of an advisory opinion interpreting any provision of this code of ethics (an “inquiry”); or
ii. a request for a finding by the board of directors that a member of the Academy has failed to observe any provision of the rules of ethics under this code of ethics (a “challenge”).
b. Submissions may be considered without regard to their means or form of submission. Submissions relating to information not in the public domain are not considered unless they are submitted in writing and signed by their submitters. Submissions may be made by any person or entity, regardless of whether an Academy member, including without limitation, other physicians, healthcare institutions, healthcare reimbursers, allied health professionals, patients or organizations representing any of the above. Upon preliminary review of a submission, the president may conclude, in the executive committee’s discretion, that the submission:
i. contains insufficient information upon which to base an investigation;
ii. would be better suited for consideration by another body (i.e., a healthcare entity or governing body or committee thereof, a governmental or quasi-governmental administrative body, a board of medical examiners or comparable body, or another self-regulatory organization) which conducts peer review activities and has jurisdiction over such matter; or
iii. is patently frivolous or inconsequential.
In the event of any such conclusion by the president, the submission shall be disposed of by notice from the president to its submitter.
14.8 Investigation
For each submission involving this code of ethics that the president concludes is valid and actionable, the board of directors shall conduct an investigation into its specific facts or circumstances to whatever extent is necessary in order to clarify, expand or corroborate the information provided by the submitter. A member of the Academy who is the subject of a challenge shall be informed in writing at the beginning of the investigation as to:
a. the nature of the challenge;
b. the obligation to cooperate fully in the investigation of the challenge; and
c. the opportunity to request a hearing on the challenge before the board of directors.
Investigations involving challenges shall be conducted in confidence, with all written communications sealed and marked “personal and confidential,” and they shall be conducted objectively, without any indication of prejudgment. An investigation may be directed toward any aspect of an inquiry or challenge which is relevant or potentially relevant. The investigation may include one or more site visits and informal interviews with the member who is the subject of the challenge.
14.9 Determination of Non-Observance
The board of directors shall make the determination whether a member of the Academy has failed to observe the rules of ethics in this code and shall impose an appropriate sanction upon the recommendation of the ethics committee arising from a challenge and following an investigation.
14.10 Sanctions
Any of the following sanctions may be imposed by the board of directors upon a member of the Academy who the board of directors has determined has failed to observe the rules of ethics, although the sanction applied must reasonably relate to the nature and severity of the non-observance, focusing upon reformation of the conduct of the member and deterrence of similar conduct by others:
a. reprimand the member, with publication of the determination but not the member’s name;
b. suspend the member from the Academy for a designated period, with publication (at the discretion of the board of directors) of the member’s name; or
c. terminate the member’s membership with the Academy, with publication of the determination and of the member’s name.
In addition to and not in limitation of the foregoing, in any case in which the board of directors determines that a member of the Academy has failed to observe the rules of ethics, the board of directors may impose the further sanction that the member shall not be entitled to sponsor, present, or participate in a lecture, poster, film, instruction course, panel or exhibit booth at any meeting or program of or sponsored by the Academy for a period of up to five calendar years from and after the effective date a sanction is imposed for the first time upon him or her.
Members of the Academy who are suspended are deprived of all benefits and incidents of membership during the period of suspension.
14.11 Appeal
Within 30 days after receipt of notice of a determination by the board of directors that a member of the Academy has failed to observe the rules of ethics in this code and of imposition of a sanction, the affected member may submit to the board in writing a request for an appeal. In such event, the board of directors shall establish an appellate body consisting of at least three but not more than five fellows of the Academy who did not participate in the investigation or in the board of directors’ determination. The appellate body shall conduct and complete the appeal within 90 days after receipt of the request for an appeal.
14.12 Overriding Reporting Requirement
Notwithstanding anything expressly or apparently to the contrary contained in this code of ethics, the Academy shall report such information to such agency or agencies, and in such form and manner and frequency as may from time to time be prescribed by the Healthcare Quality Improvement Act of 1986 and by regulations promulgated thereunder, all as from time to time amended, as may be necessary for the continued availability to the Academy of the protection from liability for damages afforded by such Act.