NORTH CAROLINA COLLEGE OF EMERGENCY PHYSICIANS BYLAWS

(2014)

ARTICLE I
Name

This Association shall be a non-profit corporation organized under the laws of the State of North Carolina. Upon receiving a charter from the American College of Emergency Physicians this Association shall be a chapter of American College of Emergency Physicians and shall be called the North Carolina College of Emergency Physicians.

Section 1. The principal office of the Corporation shall be in any county at any address within the State of North Carolina as selected by the Board of Directors.

Section 2. The initial registered office of the Corporation is 1300 St. Mary’s Street, Raleigh, North Carolina 27605, and the name of its initial registered agent at such address is Julian D. Bobbitt, Jr.

Section 3. The Corporation may have offices at such other places as the Board of Directors may from time to time determine.

Section 4. The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and in the center of which is inscribed SEAL; and such seal, as impressed on the margin hereof, if hereby adopted as the corporate seal of the Corporation.

Section 5. Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall be from October 1 to September 30.

ARTICLE II
Purposes

The purpose of this Association (hereinafter “the Chapter”) shall be those set forth in the Bylaws of the American College of Emergency Physicians (hereinafter “the College”) and in the Chapter’s Articles of Incorporation.

ARTICLE III
Membership

Section 1. The qualifications for membership in the Chapter shall be consistent with those for membership in the College.

Section 2. Membership applications, classifications changes, resignations, suspensions, and expulsions shall be acted upon by the College.

Section 3. Membership classifications and privileges in the Chapter shall be those designated by the College in its Bylaws.  Candidate members shall not be able to vote or hold office except as described in Article VI of these bylaws and candidate members appointed to committees, who shall be entitled to vote in committees on which they serve.

Section 4. All records of the Chapter shall be available for inspection by the membership of the Chapter at any reasonable time. Such inspection may be made by the member, or the agent or attorney of the member, and shall include the right to make extracts thereof. Demand of inspection, other than at a meeting of the members, shall be in writing to the president or the secretary-treasurer of the Chapter.

ARTICLE IV
Dues and Assessments

Section 1. Dues for the Chapter shall be determined by the Board of Directors.

Section 2. Assessments may only be levied by a majority vote of the members present at the annual meeting and then only if the recommendation for such assessment, as determined by the Board of Directors, has been mailed to the membership at least thirty (30) days before the meeting.

Section 3. Any member whose membership has been canceled for failure to pay dues or assessments shall not be eligible to vote or hold office.

ARTICLE V
Meetings of the Members

Section 1. There shall be an annual meeting of the Chapter membership, the time and place of which to be determined by the Board of Directors. Notice of such meeting shall be communicated in writing to each member no fewer than ten (10) nor more than sixty (60) days before the time appointed for the meeting. Other regular meetings of the Chapter may be held with the same notice requirements.  Notice of annual and regular meetings shall include the purpose of the meeting in accordance with the North Carolina Nonprofit Corporation Act.

Section 2.  Special meetings of the Chapter may be held from time to time as determined by the Board of Directors.  Notice of such meetings shall be communicated in writing to each member no fewer than ten (10) nor more than sixty (60) days before the time appointed for the meeting.  Notice of special meetings shall include the purpose of the meeting.

Section 3. The members of the Chapter represented at any duly called meeting of the Chapter shall constitute a quorum.

Section 4. Notice of meetings may be by any means that is fair and reasonable as defined by the North Carolina Nonprofit Corporation Act.

ARTICLE VI
Board of Directors

Section 1. The Board of Directors shall have supervision, control and direction of the affairs of the Chapter, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes, and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2. The Board of Directors shall be composed of the officers of the Chapter, nine (9) elected directors, and emergency medicine residents currently in programs approved by their respective residency review committees, as described in Section 3 of this article. The number of directors may be increased or decreased from time to time by amendment of these bylaws.  The minimum number of directors shall be thirteen (13) and the maximum number of directors shall be twenty (20).  Directors must be members of the Chapter.

Section 3. With the exception of the resident members, who serve for one (1) year, elected directors shall serve a term of two (2) years and shall be eligible to serve a maximum of three (3) consecutive terms unless elected to the office of president-elect or secretary-treasurer.  The term of each director shall begin at the conclusion of the annual meeting at which the election occurs, or the conclusion of the first annual meeting after an election by written ballot without a meeting of the membership, or upon appointment as resident member of the Board of Directors.

Section 4. Four (4) or five (5) elected directors shall be elected at each annual Chapter meeting, or by written ballot without a meeting of the membership as specified in Article X of these bylaws, by a plurality vote of the members voting (with the highest vote-getters being elected to the available positions). No later than one (1) month prior to the annual Chapter meeting, each emergency residency program within the state shall be requested to submit the name of one (1) emergency medicine resident to serve as a non-voting member of the Board of Directors, subject to appointment by the president-elect.  One (1) resident member each year, on a rotating basis determined by the Board of Directors, shall be the sole voting resident member of the Board of Directors.

Section 5. The Board of Directors shall meet no less than two (2) times per year at such times and places as approved by the Board of Directors. Notice of all regular meetings of the Board of Directors shall be communicated in writing to each member of the Board at least ten (10) days in advance of such meetings. Board meetings may be conducted by telephone conference call or other electronic medium. A majority of the voting members of the Board of Directors shall constitute a quorum at any meeting of the Board.  Only the voting resident member, not the other appointed resident members, shall be included for the purpose of determining a quorum.  Special meetings of the Board may be called by the president or upon written request of one-third of the directors on forty-eight (48) hour notice with the same quorum requirements.

Section 6. Any director, other than a resident member of the Board of Directors, may be removed from office by a three-quarters vote of the members voting at any meeting of the Chapter membership. A removal must be initiated by a petition signed by no less than one-third of the number of members voting at the meeting at which the director was elected or voting by written ballot without a meeting of the membership as specified in Article X of these bylaws. Any vacancy created by a removal, other than removal of a resident member, shall be filled for the remainder of the unexpired term by a majority vote of the members voting at the meeting at which the removal occurs. Nominations for a vacancy created by a removal shall be accepted from the floor.  Any resident member of the Board of Directors may be removed by majority vote of the Board of Directors; the voting resident member shall be recused from the vote to remove.  Any vacancy created by removal of a resident member of the Board of Directors shall be filled for the remainder of the unexpired term at the discretion of and by majority vote of the Board of Directors.

Section 7. Any director may resign at any time by giving written notice to the president or to the Board of Directors. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the president or the Board.

Section 8. Vacancies which occur on the Board of Directors for any reason, other than a removal, shall be filled for the remainder of the respective term by majority vote of the remaining directors.  Vacancies of resident members of the Board of Directors shall be filled at the discretion of the Board of Directors.

ARTICLE VII
Officers

Section 1. The officers of the Chapter shall be the president, the president-elect, the secretary-treasurer and the immediate past president. The president-elect and secretary-treasurer shall be elected by a majority vote of those members voting at the annual meeting of the Chapter or by written ballot without a meeting of the membership as specified in Article X of these bylaws. The president and immediate past president shall succeed to office by virtue of their prior office. The president, president-elect and immediate past president shall serve a maximum term of one (1) year for each office. The secretary-treasurer shall be eligible to serve a maximum of two (2) consecutive terms of one (1) year. The term of each officer shall begin at the conclusion of the meeting at which the election occurs or the conclusion of the first annual meeting after an election by written ballot without a meeting of the membership.

Section 2. Each officer shall serve with voting privileges on the Board of Directors.

Section 3. The duties of the president shall be as follows:

  1. The president shall be the executive officer of the Board of Directors.
  2. The president shall preside over all meetings of the Chapter and Board of Directors.
  3. The president shall be responsible for ensuring that all Chapter contracts with third parties contain a provision disclosing the fact that the Chapter is an entity separate and distinct from the College.
  4. The president shall be responsible for ensuring that the Chapter adheres to the policy governing the use of the mark of the American College of Emergency Physicians.
  5. The president shall serve a one-year term as a councillor.

Section 4. The duties of the president-elect shall be as follows:

  1. In the event of vacancy of the office of president, the president-elect shall perform all duties of the president and shall perform such other duties and have such power as the Board of Directors shall prescribe for both the president’s unexpired term and the president-elect’s full term.
  2. The president-elect shall serve a one-year term as a councillor.
  3. The president -elect shall succeed to the office of president at the end of the president’s elected term of office.
  4. The president-elect shall preside over meetings of the Chapter and Board of Directors in the absence of the president.

Section 5. The duties of the secretary-treasurer shall be as follows:

  1. The secretary-treasurer shall keep or cause to be kept a book of minutes at the principal office of the Corporation, or at such other place as the Board of Directors may order, of all meetings of the Board of Directors and membership, with the time and place of holding, whether special or regular, the names of those present, the number of members at the meeting, and the proceedings thereof.
  2. The secretary-treasurer shall keep and maintain the membership register of the Corporation and attend to the necessary correspondence and clerical needs of the Corporation.
  3. The secretary-treasurer shall have general charge of the corporate books and records and of the corporate seal.
  4. The secretary-treasurer shall sign such instruments as may require his or her signature and shall perform all duties incident to the office.
  5. The secretary-treasurer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the business transactions of the Corporation including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
  6. The secretary-treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be ordered by the Board of Directors.
  7. An acting secretary-treasurer may be appointed by the Board of Directors to assume the functions of the secretary-treasurer in the absence or disability of the secretary-treasurer until such time as that absence or disability is ended or concluded except as provided elsewhere in these bylaws.
  8. The secretary-treasurer shall serve a one-year term as an alternate councillor for each year elected to serve as secretary-treasurer. At its discretion, the Board of Directors may appoint the newly elected secretary-treasurer yearly to a one-year term as a councillor for each year elected to serve as secretary-treasurer. If the individual elected secretary-treasurer has a second year remaining in a previously elected or appointed term as councillor, then the individual elected secretary treasurer will serve a one-year term as a councillor while secretary-treasurer.

Section 6. The duties of the immediate past president shall be as follows:

  1. The immediate past president shall chair the nominating committee.
  2. The immediate past president shall perform such duties as may be prudent and necessary as determined by the Board of Directors.
  3. The immediate past president shall serve a one-year term as councillor.

Section 7. Any officer may be removed from office by a three-quarters vote of the members voting at any meeting of the Chapter membership.  A petition for such a removal must be signed by no less than a third of the number of members voting at the meeting in which the officer was elected or voting by written ballot without a meeting of the membership as specified in Article X of these bylaws.  If the officer to be removed is the president or immediate past president, the petition must be signed by no less than a third of the number of members voting at the meeting in which the officer was elected president-elect or voting by written ballot without a meeting of the members.

Section 8. Any officer may resign at any time by giving written notice to the president or to the Board of Directors. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the president or the Board.

Section 9. Vacancies which occur in the office of president-elect and secretary-treasurer for any reason other than expiration of term of office shall be filled by a majority vote of the Board of Directors for the unexpired term only.  A vacancy which occurs in the office of immediate past president for any reason other than expiration of term of office shall not be filled.  A vacancy which occurs in the office of president for any reason shall be filled by the president-elect; after serving any remainder of a vacated term as president, the president-elect shall then serve a full term as president.

ARTICLE VIII
Councillors

Councillor allocation shall be determined as specified in the College Bylaws.  Councillors shall be appointed by the Board of Directors (appointed councillors) or shall serve ex- officio (the president, immediate past president, and president-elect). The secretary-treasurer shall serve ex-officio as an alternate councillor with a term of one year or as a councillor as governed by Article VII, Section 5 of these bylaws. The Board of Directors shall appoint alternate councillors (the number of whom is commensurate with the Chapter’s councillor allocation) who will be available for seating if a councillor or the secretary-treasurer is not present. Appointed alternate councillors shall be designated first alternate councillor, second alternate councillor, third alternate councillor, etc.  The appointment of councillors and alternates shall occur no later than ninety (90) days prior to the annual Council meeting except that at any time prior to the Council meeting, the Board of Directors may appoint additional members to serve as alternate councillors as needed.  At the Council meeting, the president (or in the president’s absence, any member of the executive committee or the chapter executive director) may propose members to be credentialed as councillors/alternates as needed.

Section 1. If the Chapter is allotted an additional councillor or councillors by the College due to growth of the Chapter after the Board of Directors has appointed councillors and alternates, then the secretary-treasurer followed by the first alternate councillor, etc. shall become the additional councillor(s) until the next annual appointment of councillors and alternates.

Section 2. Appointees assume their roles as councillors and alternate councillors upon their acceptance of appointment, which must be communicated to the Chapter no later than seventy-five (75) days before the annual Council meeting. If necessary, the term of one or more councillors may be adjusted to assure staggered terms.  Ex officio councillors assume their roles as councillors upon assuming their officer positions with the secretary-treasurer assuming the role of alternate or councillor upon assuming the officer position or upon acceptance of appointment.  The term of an appointed councillor shall be for two (2) years (except that the secretary-treasurer shall serve a councillor term of one (1) year, if appointed yearly as councillor, for each term elected as secretary-treasurer).  The term of an ex-officio councillor shall be for one (1) year.  The term of an alternate councillor shall be for one (1) year.  Councillors and alternate councillors may serve unlimited consecutive terms.

Section 3.  Vacancies that occur in councillor positions other than by removal shall be filled sequentially by the alternate councillors starting with the secretary-treasurer and then the first alternate councillor, etc.

Section 4.  A councillor may be removed from office by a three-quarters vote of the Board of Directors at a regular or special meeting.  A vacancy created by removal shall be filled by majority vote of the Board of Directors voting at the meeting at which the removal occurs.

Section 5. The duties of the councillors shall be to attend the meetings of the Chapter (as governed by Article V of the Chapter bylaws), the Chapter Board of Directors (as governed by Article VI of the Chapter bylaws), and the Council of the College (as governed in Article VII of the College bylaws), and to represent the Corporation there at.

 

ARTICLE IX
Committees

The president may appoint such committees as he or she deems necessary.

Section 1. The Executive Committee shall consist of the president, president-elect, immediate past president and the secretary-treasurer and may conduct such business as arises between meetings of the Board.  The Executive Committee shall have the authority, when a quorum is present (that number being a majority of the members of the Executive Committee) to act on behalf of the Board between meetings of the Board.   Such actions shall be ratified at the next Board meeting failure of such ratification nullifies any action(s) taken by the Executive Committee.

Section 2. The president shall appoint annually a Nominating Committee to be chaired by the immediate past president (with additional voting members to be the president, president-elect and two other members of the Board of Directors). It shall be its duty to present to the members at a meeting thereof, or by written ballot without a meeting of the membership as specified in Article X of these bylaws, one or more nominations, for the occurrence of specific open positions, for the offices of president-elect, secretary-treasurer, and for the Board of Directors. Nominees shall be active, eligible honorary, or life members in good standing. Nominees from the floor at the time of election are not allowed except in the case of nominations to fill a vacancy caused by a removal. The report of the Nominating Committee shall be published or distributed no fewer than thirty (30) days prior to the election meeting or the dissemination of the written ballot without a meeting of the membership as specified in Article X of these bylaws.


ARTICLE X
Voting Procedures

Section 1. Voting by the membership on any matter, other than the election of directors and officers shall be conducted at the annual meeting of the Chapter membership or at another meeting of the membership as determined by the Board of Directors as specified in Article V of these bylaws.  Election of officers and directors may be conducted at the annual meeting of the membership or by written ballot without a meeting of the membership if authorized by the Board of Directors. The Board of Directors shall determine the nominating and voting procedures in conjunction with other applicable portions of these bylaws. On each individual ballot, members must cast the same number of votes as the number of positions to be filled. Absentee ballots for elections, except in the case of elections conducted by written ballot without a meeting of the membership, shall be provided to the membership no fewer than thirty (30) days prior to the annual meeting and must be received in the Chapter offices no fewer than two (2) days prior to the annual meeting.  A member may rescind his or her absentee ballot for the meeting to which the absentee ballot applies and may then participate in any voting that may take place.  Proxy voting shall not be permitted under any circumstances except as required by law or by the Articles of Incorporation.

Section 2. Elections and votes specified in this article may be conducted by electronic means, including elections by written ballot without a meeting of the membership, in accordance with the North Carolina Nonprofit Corporation Act and in a manner specified by the Board of Directors. In the case of elections by electronic means, written ballots in non-electronic format shall be provided to members who request them in accordance with the procedures set forth by the Board of Directors. The quorum for elections by written ballot without a meeting of the membership shall be 10% of the membership as specified on a record date fixed by the Board of Directors.

 

ARTICLE XI
Indemnification

The Chapter will, by resolution of the Board of Directors, provide for indemnification by the Chapter of any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been directors or officers of the Chapter, except in relation to matters as to which such director of officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

 

Article XII

Parliamentary Authority

When not in conflict with these bylaws, the parliamentary procedures outlined in the current edition of The Standard Code of Parliamentary Procedure (Sturgis) shall govern all Chapter meetings, meetings of the Board of Directors, and meetings of committees.

ARTICLE XIII
Approval of Bylaws and Amendments

Section 1. These bylaws and amendments thereto shall not be become effective until approved by the Board of Directors of the College or its designee.

Section 2. These bylaws may be amended by a two-thirds vote of the membership voting at a meeting of the Chapter, provided that the proposed amendments have been distributed to the membership of the Chapter no fewer than thirty (30) days prior to the meeting.  Whenever the Bylaws of the College are amended in a manner that requires (as specified in the Bylaws of the College) revision of the Chapter bylaws, the Chapter Board of Directors shall have the power to amend the Chapter bylaws, without a vote of the membership, to the degree necessary to comply with Bylaws of the College.

Section 3. Amendments to these bylaws shall be submitted in writing to, and in a format and manner specified by, the College no later than thirty (30) days following the adoption of such amendments. No amendment shall be of any force or effect until it has been submitted to and reviewed by the Board of Directors of the College or its designee, provided, however, that such amendment shall be considered to be approved if the Board of Directors or its designee fails to give written notice of its objection thereto within ninety (90) days following receipt.

Section 4. These bylaws must at all times be consistent with the Bylaws of the College. Should the Bylaws of the College be changed in such a manner as to render these bylaws inconsistent therewith, then these bylaws shall be amended immediately to eliminate said inconsistency.

Section 5. The Chapter adopted the latest revision of these current bylaws on June 6, 2014.

Revised:         June 25, 2005

June 19, 2010

June 16, 2012

June 7, 2013

June 6, 2014