AAPM&R Bylaws
ARTICLE VI - BOARD OF GOVERNORS
Section A. Powers. The affairs of the Academy shall be managed by or under the direction of the Board. Without limiting the foregoing, subject only to the Articles of Incorporation, Bylaws, and all resolutions and enactments of the Academy, the Board has full and complete power and authority to perform all acts and to transact all business for or on behalf of the Academy and to manage and conduct all the property, affairs, work and activities of the Academy. The Board may delegate its authority to Board members, officers, committees or other representatives as it determines to be in the Academy’s best interests.
Section B. Composition. The Board shall consist of (i) the Academy’s President, President-Elect, Vice-President, Secretary, Treasurer, Immediate Past-President and four Members-at-Large elected in accordance with Section C of this Article VI; (ii) the Chairpersons of the Academy’s Inclusion and Engagement Committee, Specialty Brand Expansion Committee, Medical Education Committee, Quality and Research Committee and Health Policy, Practice and Advocacy Committee, each of whom shall serve as ex-officio Board members with voting rights; and (iii) the Executive Director of the Academy, the Editor-in-Chief of the Academy’s professional journal, and the chief elected officer of the Physiatrist in Training Council, each of whom shall serve as ex-officio Board members with no voting rights. No member may concurrently hold more than one of the Board seats with voting rights identified herein.
Section C. Election and Appointment to the Board. Election and Appointment to the Board. The Board seats designated to the Vice-President, Secretary, and Treasurer shall be elected by the members in accordance with Articles V, VII, and IX.E.1.b of these Bylaws, and the Academy’s policies and procedures as may be amended from time to time. The Board seats designated to four Members-at-Large shall be elected by the members in accordance with Articles V and IX.E.1.b of these Bylaws and the Academy’s policies and procedures as may be amended from time to time. The members elect a Vice-President each year and, as vacancies and terms dictate, Member(s)-at-Large, a Secretary, and a Treasurer. Nominations for the elected Board seats shall be made by the Nominating Committee in accordance with the Academy’s policies and procedures as may be amended from time to time. The Vice-President shall automatically ascend to the office of, and fill the Board seat designated to, the President-Elect. The President-Elect shall automatically ascend to the office of, and fill the Board seat designated to, the President. Following their term as President, the President shall automatically fill the Board seat designated to the Immediate Past-President. The remaining seats on the Board are held ex-officio, and shall be appointed or hired, as the case may be, in accordance with these Bylaws and the Academy’s policies and procedures as may be amended from time to time.
Section D. Tenure. The President, President-Elect, Vice-President, Secretary and Treasurer shall serve on the Board during their tenure as Officers. The Immediate Past-President shall serve for one (1) year immediately after completing a term as President. Members-at-Large shall serve for two (2) years and may be elected for no more than two (2) terms. Each Board member serves until the close of the annual business meeting at which a replacement Board member is duly elected, appointed or hired in accordance with these Bylaws and the Academy’s policies and procedures as may be amended from time to time.
Section E. Removal. A Board member may be removed by the Board for cause whenever in its judgment the best interests of the Academy will be served thereby. Without limiting the foregoing, non-participation in the Board’s activities, unexcused absences from meetings, failure to perform Board assigned tasks, obstructive or unethical behavior, a conflict of interest or goals, or a breach of confidence shall be cause for removal from the Board. A majority vote of the Board is required to remove a Board member. A Board member may be removed at any meeting of the Board so long as the Board member being removed received written notice of the proposed removal action no less than ten (10) days prior to the meeting. A removed Board member, or a Board member who resigns following receipt of a notice of a meeting to consider the Board member’s removal, is not eligible to serve on the Board in the future.
Section F. Vacancies. Vacancies occurring in the Board seats filled by the Vice-President, Secretary, Treasurer, Members-at-Large and/or the Immediate Past-President shall be filled by the Board. A Board member appointed to fill a vacancy shall serve for the sooner of 1) the expiration of their predecessor’s term or until a successor has been elected. Vacancies occurring in the Board seats filled by the President and President-Elect shall be filled in accordance with Article VII, Section G of these Bylaws. Vacancies occurring in the Board seats filled by the Chairs of the Academy’s Inclusion and Engagement Committee, Specialty Brand Expansion Committee, Medical Education Committee, Quality and Research Committee and Health Policy, Practice and Advocacy Committee shall be filled by the President. Vacancies occurring in the Board seats filled by the Executive Director, the Editor-in-Chief of the Academy’s professional journal, and the chief elected officer of the Physiatrist in Training Council shall be filled by the individuals who are hired or appointed into those positions in accordance with these Bylaws and the Academy’s policies and procedures as may be amended from time to time. The term served by an individual appointed to fill a vacancy shall not count toward any term limitations set forth in these Bylaws.
Section G. Compensation. Board members shall not be compensated for their services as Board members of the Academy. However, in accordance with the Academy’s budget and policies, and in the Board’s sole discretion, Board members may be reimbursed their reasonable expenses, if any, for attendance at each meeting of the Board.
Section H. Regular Meetings. The Board shall hold an annual meeting and at least one (1) additional regular meeting each year at such time as specified by the Board. Written notice shall be sent to each member of the Board at least one (1) month in advance of the meeting. The annual meeting of the Board shall be held without other notice than these Bylaws in conjunction with, and at the same place as, the annual business meeting of the members. However, the Board may set an alternative date, time, and place for the annual meeting of the Board. In such instances, and for any other regular meeting called by the Board, notice of the meeting shall be given in the same manner as a special meeting of the Board. The Board may provide, by resolution, the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.
Section I. Special Meetings. Special meetings of the Board may be called upon the written request of the President, the Executive Committee, or at least four (4) voting members of the Board. The person or persons authorized to call special meetings may fix any place as the place for holding any special meeting of the Board called by them. If the person or persons calling the meeting shall fail to fix the place and time of the special meeting, the Secretary shall do so. Notice of any special meeting shall be given at least three (3) days prior thereto by written notice to each Board member at the member’s address as shown by the records of the Academy. If mailed, the notice shall be deemed to be delivered on the second day following the date deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If provided by facsimile, email or other electronic means, the notice shall be deemed delivered at the time the transmission is delivered. Notice of any special meeting may be waived in writing signed by the person entitled to the notice either before or after the time of the meeting. The attendance of a Board member at any meeting shall constitute a waiver of notice of such meeting, except when a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section J. Quorum. A majority of the voting Board members then in office shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the voting Board members then in office are present at said meeting, a majority of the Board members present may adjourn the meeting to another time without further notice.
Section K. 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, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws. No Board member may act by proxy on any matter.
Section L. Participation at Meetings by Conference Telephone or Other Mediums. Members of the Board, or of any committee, advisory committee, council or task force designated by the Board, may participate in any meeting by means of conference telephone or similar telecommunications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
Section M. Presumption of Assent. A Board member who is present at a meeting of the Board at which action on any Academy matter is taken shall be conclusively presumed to have assented to the action taken unless dissent shall be entered in the minutes of the meeting or unless a written dissent is filed to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Academy immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Board member who voted in favor of such action.
Section N. Informal Action by Board Members. The authority of the Board may be exercised without a meeting if a consent in writing setting forth the action taken is signed by all of the Board members entitled to vote. All such consents shall be delivered to the Academy Secretary to be filed in the Academy’s records.
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ARTICLE VII - OFFICERS
Section A. Officers. The officers of the Academy shall be the President, the President-Elect, the Vice-President, the Secretary, and the Treasurer.
Section B. Qualifications. The officers must be Fellow members, Senior Fellow members, or Part-time Fellow members in good standing. To be eligible for the office of Vice-President, a Fellow member, Senior Fellow member, or Part-time Fellow member must have served at least two (2) years as a member of the Board.
Section C. Election. The officers are to be elected by a majority of the voting members of the Academy present at the annual business meeting or other meeting of the members at which a quorum is present, or as otherwise permitted pursuant to Article V of these Bylaws. The officers shall be nominated and elected in accordance with Articles V and IX.E.1.b of these Bylaws.
Section D. Tenure. The officers’ terms shall be as follows:
1. The President shall serve for a term of one (1) year. The President shall not serve consecutive terms.
2. The President-Elect shall serve for a term of one (1) year and shall succeed the President at the end of the President’s term.
3. The Vice-President shall serve for a term of one (1) year and shall succeed the President-Elect at the end of the President-Elect’s term.
4. The Secretary shall serve for a term of two (2) years. The Secretary may serve no more than two (2) consecutive terms.
5. The Treasurer shall serve for a term of two (2) years. The Treasurer may serve no more than two (2) consecutive terms.
Notwithstanding the foregoing, all officers shall serve until their successors are duly elected and qualified, except as provided in Section E of this Article. The Board may shorten an officer’s term if it deems it in the best interests of the Academy.
Section E. Resignation. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the Academy, by giving written notice to the President or the Secretary which includes the effective date of resignation. An officer’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation is not required to make it effective.
Section F. Removal. Any officer may be removed by the Board, with or without cause, whenever in its judgment the best interests of the Academy will be served thereby
Section G. Vacancies. In the event of a vacancy in the office of President, the President-Elect shall become the President and retain that office for the remaining term of the vacated office and for the following term for which the President-Elect was scheduled to serve as President. In the event of a vacancy in the office of the President-Elect, the Vice-President shall become the President-Elect for the remaining term of the vacated office and for the following term for which the Vice President was scheduled to serve as President-Elect. A vacancy in any other office shall be filled by action of the Board for the unexpired portion of the term, and said term shall not count toward any term limitations set forth in these Bylaws.
Section H. Rights and Responsibilities.
1. President. The President shall preside at all meetings of the members and of the Board. The President shall perform such other duties and exercise such other rights and powers set forth in these Bylaws, required by law, incident to the office of President, or otherwise determined by the Board. Following the completion of their term(s) as President, the President shall serve as Immediate Past-President until replaced by a subsequent Immediate Past-President. The Immediate Past-President shall be a member of the Board and perform such duties and exercise such powers as may be determined by the President and the Board from time to time.
2. President-Elect. The President-Elect shall assist the President in the discharge of the President’s duties and, in the absence of the President or in the event of the President’s inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties and exercise such other rights and powers set forth in these Bylaws, required by law, incident to the office of President-Elect, or otherwise determined by the Board.
3. Vice-President. The Vice-President shall assist the President in the discharge of the President’s duties, and in the absence of the President-Elect or in the event of the President-Elect’s inability or refusal to act, the Vice-President shall perform the duties of the President-Elect, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President-Elect. The Vice-President shall perform such other duties and exercise such other rights and powers set forth in these Bylaws, required by law, or otherwise determined by the Board.
4. Secretary. The Secretary shall ensure that minutes of the meetings of the members, of the Board, and all committees acting on behalf of the Board are kept in one (1) or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; ensure safe keeping of the Academy’s corporate records; see that a register of the post office address of each member which shall be furnished to the Academy by such member is maintained; and perform all duties incident to the office of Secretary and such other rights and powers set forth in these Bylaws, required by law, or otherwise determined by the Board.
5. Treasurer. The Treasurer shall be the principal accounting and financial officer of the Academy; shall be responsible for the maintenance of adequate books of account for the Academy; shall be responsible for the receipt and disbursement of the funds of the Academy; and shall perform such other duties and exercise such other rights and powers set forth in these Bylaws, required by law, incident to the office of Treasurer, or otherwise determined by the Board. The Treasurer shall also serve as the Chair of the Finance Committee and shall be responsible for ensuring the Finance Committee fulfills its duties and responsibilities as set forth in these Bylaws.
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ARTICLE VIII - EXECUTIVE DIRECTOR
Section A. Executive Director. The Executive Director shall serve as the chief administrative executive of the Academy, responsible for the day-to-day business operations of the Academy under the guidance and direction of the Board. The Executive Director shall be appointed by the Board upon such terms and conditions of employment as the Board may determine. The Executive Director shall have the authority to execute contracts and take such other actions on behalf of the Academy as approved by the Board. The Executive Director may employ and may terminate staff members as necessary to carry out the exempt purposes of the Academy and shall perform such other duties as may be specified by the Board.
Section B. Appointment and Removal. The Board shall have responsibility for both the appointment and the removal of the Executive Director. The Board will periodically review and evaluate the Executive Director’s performance.
To Articles IX through XI of AAPM&R Bylaws