Approved by Board of Directors 11/28/2007
Article I - Name
The name of the corporation is The Uniformed Services Chapter of The American Academy of Emergency Medicine.
Article II - Offices
The principal office shall be at such location as the Officers of The Uniformed Services Chapter shall determine.
Article III - Objectives and Powers
3.1 Exempt Status
The Uniformed Services Chapter has not been formed for pecuniary profit or financial gain, and no part of the assets, income or profit of The Uniformed Services Chapter shall be distributed to, or will inure to the benefit of any of The Uniformed Services Chapter’s Officers or Directors or to any shareholder or individual, except to the extent permitted under law.
3.2 Purpose and Mission Statement
The Uniformed Services Chapter is constituted and formed for the purpose of conducting research and professional and public education, to restrain the cost, improve the quality and promote the integrity of the practice and management of emergency medicine in the areas of government service and the military, including, without limitation, the development, publication and promotion of appropriate branches and professional standards in the emergency medicine industry, 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.
The Uniformed Services Chapter is a democratic organization committed to the following principles:
- Every individual should have unencumbered access to quality emergency care provided by a specialist in emergency medicine.
- The practice of emergency medicine is best conducted by a specialist in emergency medicine.
- 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).
- The personal and professional welfare of the individual specialist in emergency medicine is a primary concern to The Uniformed Services Chapter.
- The Uniformed Services Chapter 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.
- The Uniformed Services Chapter supports 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.
- The Uniformed Services Chapter is committed to providing affordable high quality continuing medical education in emergency medicine for its members.
The Uniformed Services Chapter 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 Wisconsin. The Uniformed Services Chapter shall not have capital stock and no money received by The Uniformed Services Chapter 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 person who incurs an expense or renders a service.
The term of existence of The Uniformed Services Chapter shall be perpetual unless dissolved according to law.
Article IV - Membership and Privileges
4.1 Classes of Membership
There will be four classes of membership: Voting Members, Associate Members, Resident Members and Student Members.
4.2 Voting Membership
Full voting membership requires certification or board eligibility 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) and prior or current service in the uniformed services (Army, Navy, Air Force, Marine Corps, Public Health Service Corps, Coast Guard) as a reservist or active duty. A Full Voting Member shall be entitled to vote in all elections of The Uniformed Services Chapter.
4.3 Associate Membership
Associate Member status is available for those with an interest in emergency medicine. Associate Members shall have no right to vote.
4.4 Resident Membership
A Resident Member must be a resident in emergency medicine at an accredited residency program. Resident Members shall only have the right to vote for the Resident Representative member of the USAAEM Board of Directors. Reduced dues are determined by the Officers and Board of Directors.
4.5 Student Membership
Student Member status is available to any medical student with an interest in emergency medicine. Student Members shall only have the right to vote for the Medical Student Representative. Reduced dues as determined by the Officers and Board of Directors.
Only Full Voting Members, Resident Members, and Student Members may vote in elections of The Uniformed Services Chapter. Resident Members may only vote for the Resident Representative. Student Members may only vote for the Medical Student Representative. Each Voting Member, Resident Member, and Student Member shall have one (1) vote.
4.7 American Academy of Emergency Medicine Membership
Members of The Uniformed Services Chapter will not be required to join the American Academy of Emergency Medicine.
Article V - Resignation
Any member may withdraw from The Uniformed Services Chapter 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
Annual dues shall be determined by the Officers and Board for the ensuing year.
The Organizational Director shall establish policies with regard to nonpayment of dues.
Article VII - Meetings
7.1 Annual and Special Meetings
There may be an annual meeting which may be held in conjunction with the American Academy of Emergency Medicine. Special meetings may be called by the Executive Committee at its discretion.
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
The Officers of The Uniformed Services Chapter will consist of a President, Vice- President and Secretary-Treasurer. These Officers are responsible for the day to day operations of The Uniformed Services Chapter. Directors are responsible for the direction of The Uniformed Services Chapter and long-term planning.
The voting members of the Board shall consist of the President, Immediate Past President, Vice-President, Secretary-Treasurer, Resident Representative, Medical Student Representative and the Directors. There shall be no more than five Directors, which include the Air Force Representative, Navy Representative, Army Representative, Public added by a two-thirds majority of the Board.
8.3 Election Procedure
Any member of The Uniformed Services Chapter can nominate another member of The Uniformed Services Chapter for any position for which they are eligible, but only Full Voting, Resident, and Student Members of The Uniformed Services Chapter can vote. The exact mechanics of the voting process will involve nominations during a period that will end at 60 days before the start of the term of office. Voting will occur with an online ballot - one person, one vote. Each Full Voting Member of The Uniformed Services Chapter shall have one vote for each vacant position on the board of directors. Each Resident Member shall have one vote for the Resident Representative. Each Student Member shall have one vote for the Medical Student Representative.
8.4 Terms of Office
The term of the office of the President, Vice-President, Secretary-Treasurer, Resident Representative, and Medical Student Representative shall be one year. Term limitations are established at two consecutive terms for each office. Each Director serves for two years and there is a two consecutive term limit. Pro tem appointment time will not count toward the two consecutive term limit for either Officers or Directors.
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 a President, the Vice-President will assume the position as President. In the event of any such succession, the Vice-President 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 The Uniformed Services Chapter. 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 The Uniformed Services Chapter may submit any resolution or item for discussion and for vote at any of the Board Meetings.
At any meeting of the Board of Directors, a majority of the voting members of the board shall constitute a quorum for the transaction of business.
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.
A Director or Officer may resign at any time by giving written notice to the Board, a President or the Secretary-Treasurer of The Uniformed Services Chapter. 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
An Officer or Director of The Uniformed Services Chapter 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 their 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 The Uniformed Services Chapter 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
Every act or decision done or made by a majority of the Directors present at any meeting duly held at which a quorum is present shall be the act of the Board of Directors.
8.12 Executive Director
The Board may appoint an Executive Director (ED). The ED shall, under the direction of the Board, perform duties as the title of the office ordinarily connotes. The ED shall keep an accurate record of the minutes and transactions of the Board, and shall serve as secretary to this body. The ED shall supervise all other agents of The Uniformed Services Chapter 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.
Article IX - Committees of the Board
9.1 General Committees
The Executive Committee shall appoint committees and task forces to address issues of The Uniformed Services Chapter. 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.
9.2 Executive Committee
The Executive Committee shall consist of the three Presidents and the 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 any President or the Secretary-Treasurer. A report of its actions shall be given to the Board.
Article X - Accountability
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
The Uniformed Services Chapter shall follow Davis Rules of Order, except when in conflict with the Constitution of The Uniformed Services Chapter.
Article XI - 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 to the last recorded address of each member at least ten days before the time of the meeting which is to consider the change.