ARTICLE I— NAME
Section 1. This Association shall be a non-profit corporation organized under the laws of the State of Texas. 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 Texas College of Emergency Physicians.
Principal Office
Section 2. The principal office of the Texas Chapter of the American College of Emergency Physicians (the "Chapter") in the State of Texas shall be located at 2525 Wallingwood Drive, Bldg. 13-A, Austin, TX 78746 or at such other office, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Chapter may require from time to time.
Registered Office and Registered Agent
Section 3. The Chapter shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
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
Qualifications for Membership
Section 1. The qualifications for membership in the Chapter shall be the same as those for membership in the College.
Decisions Regarding Membership
Section 2. Membership applications, classification changes, resignations, suspensions, and expulsions shall be acted upon by the College.
Classes of Membership
Section 3. Membership classifications in the Texas Chapter shall be those designated by the American College of Emergency Physicians in its bylaws.
Voting Privileges
Section 4. Each active, inactive, honorary, life, international, or retired member with voting privileges as designated in the Bylaws of the American College of Emergency Physicians shall be entitled to one vote on each matter submitted to a vote of the members, except that at an election for directors every member entitled to vote at such election shall have the right to vote for as many persons as there are directors to be elected. Candidate members shall be entitled to one vote on each matter submitted to a vote of the members, except on voting for members of the Board of Directors. Candidate members may only vote on their representative to the Board of Directors.
Transfer of Membership
Section 5. Membership in the Chapter is not transferable or assignable.
ARTICLE IV —DUES AND ASSESSMENTS Click Here to Return to Top of Page
Section 1. Dues for the Chapter may be established and/or changed only by two-thirds majority vote of the Board of Directors.
Section 2. Assessments may only be levied by a majority vote of the members present at the annual meting and then only if the recommendation for such assessment 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
Annual Business Meeting
Section 1. An annual meeting of the members shall be held each year for the purpose of electing directors and for the transaction of other business as may come before the meeting. The time and place of the annual business meeting shall be designated by the Board of Directors and announced at least sixty (60) days before the date so fixed. If the election of directors shall not be held
on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as possible.
Notice of Meetings
Section 2. The time and place of all other chapter meetings will be announced at least sixty (60) before the date so fixed.
Quorum
Section 3. The members present at any meeting shall constitute a quorum at such meeting and the act of a majority of the members present at a meeting shall be the act of the convened body.
Section 4. When not in conflict with these bylaws, the parliamentary procedures outlined in “Sturgis Standard Code of Parliamentary Procedure”, shall govern all Chapter meetings.
Referendum
Section 5. The Board of Directors or ten percent (10%) of the Chapter membership may direct a referendum to the members of the Chapter concerning any action of the Chapter, such referendum to be conducted by the Board of Directors. Such referendum should be conducted within sixty (60) days of the request, and may be conducted by mail
Special Meeting
Section 6. Special meetings of the members may be called by the President, the Board of Directors or by a written petition signed by not less than one-tenth of the membership having voting rights. The time and place of special meetings will be announced at least twenty (20) days before the date so fixed.
Place of Meeting
Section 7. The Board of Directors may designate any place, either within or without the State of Texas, as the location for any annual or special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Chapter in the State of Texas.
Informal Action by Members
Section 8. Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of the members may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Proxies
Section 9. No member shall be entitled to vote by proxy on any matter submitted to a vote of the members.
ARTICLE VI — BOARD OF DIRECTORS Click Here to Return to Top of Page
General Powers
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.
The affairs of the Chapter shall be managed and controlled by its Board of Directors. Directors must be active, active honorary or life members of the Chapter, except that the Director representing the candidate members may be a candidate member.
Number and Qualifications
Section 2. The Board of Directors shall consist of 13 elected members and the immediate past president, except that the Board may consiist of only 12 members when the immediate past president serves as such within his term as an elected Board member. Eleven directors shall hold office for three years after election. A candidate member defined as a resident in an accredited Texas Emergency Medicine Residency Program shall hold office for one year. A Young Physician Member defined as a TCEP member less than 40 years of age or in emergency medicine practice for less than ten years shall hold office for one year. The terms of office for all directors shall begin at the close of the annual meeting at which they are elected.
Tenure
Section 3. No director may serve more than three consecutive three-year terms with the exception of the President-Elect who shall remain a member of the Board through his/her term as Immediate Past President even if his/her regular term of office as a director may have expired. The Candidate Member and Young Physician member shall serve only two consecutive, single year terms.
Regular Meetings
Section 4. A regular annual meeting of the Board of Directors shall be held in conjunction with other notice than by this bylaw, after and at the same place as the annual business meeting. At least three additional meetings shall be held each year. The Board of Directors may establish the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board.
Section 5. 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 6. Vacancies which occur on the Board of Directors for any reason, other than a recall, shall be filled for the remainder of the respective term by majority vote of the remaining directors.
Nominations
Section 7. A nominating committee consisting of the Immediate Past President, President, and President-Elect is charged with presenting the best possible slate of candidates for the Chapter Board of Directors by soliciting and screening nominations. The report of this committee shall be published and distributed to the membership at least 30 days before the annual business meeting and include one or more nominations for each vacancy on the Board of Directors. Nothing herein shall be construed as preventing nominations for the Board of Directors from the floor at the time of the annual business meeting.
Elections
Section 8. At the annual business meeting, Board members shall be elected by ballot by majority vote of the Chapter members present and voting.
Special Meetings
Section 9. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or
without the State of Texas, as the place for holding any special meeting of the Board called by them.
Absence from Meetings
Section 10. Absence from two or more Board meetings per year shall be just cause for automatic Board review and majority vote on possible loss of membership on the Board.
Removal From Office
Section 11. Any director may be removed from office by a three-quarters vote of the members present at any Chapter meeting. A recall must be initiated by a petition signed by no less than one-third of the number of voting members present at the meeting at which the director was elected. Any vacancy created by a recall shall be filled by a majority vote of the members present at the meeting at which the recall occurs. Nominations for any vacancy shall be accepted from the floor.
Notice
Section 12. Notice of any regular meeting of the Board of Directors shall be given at least four (4) weeks prior thereto by written notice delivered personally or sent by mail to each director's address as shown by the records of the Chapter.
Notice of any special meeting of the Board of Directors shall be given at least two (2) days prior thereto.
Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director 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.
Quorum
Section 13. A simple majority of directors shall constitute a quorum for the transaction of business at any meeting of the Board.
Vacancies
Section 14. Any vacancy occurring on the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. The slate of nominees for an unexpected vacancy shall include, but not be limited to, those candidates who were not elected at the previous election.
Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual business meeting or at a special meeting of the members called for that purpose.
Compensation
Section 15. Directors shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any director from serving the Chapter in any other capacity and receiving compensation therefor.
Executive Director
Section 16. The Board of Directors is empowered to appoint and/or employ an Executive Director who will be directly responsible to the Board. The duties, responsibilities, and terms of employment shall be determined by the Board. The Executive Director shall be entitled to enter into any discussions but shall not be entitled to vote.
ARTICLE VII — OFFICERS Click Here to Return to Top of Page
Officers, Nomination, Election and Term
Section 1. The officers of the Chapter shall consist of a President, a President-Elect, a Secretary, a Treasurer, and the immediate Past President elected by the Board of Directors from its own membership. The officers must be members of the Chapter and no member shall hold more than one (1) office at any time. The officers of the Chapter shall be elected annually by the Board of Directors.
A nominating committee consisting of the Immediate Past President, President and President-Elect shall, at the first meeting of the Board after the election of the Directors at the annual business meeting, submit names from among the members of the Board for the positions of president-elect, secretary and treasurer. Nominations from individual Directors are allowed.
The election of officers shall be by a majority vote of those Directors present and voting. The offices of President and Immediate Past President shall be filled by the succession of the President-Elect and President, respectively, to those two positions. Each officer shall hold office until a successor is duly elected and qualified.
Section 2. Each officer shall serve on the Board of Directors. The officers shall be ex-officio members of the Board of Directors and shall constitute the executive committee which shall conduct such business as may be necessary between meetings of the Board of Directors and shall be subject to the orders of the Board of Directors. Actions and decisions of the executive committee shall be submitted to and ratified by the Board of Directors at the first succeeding meeting of the Board following such actions or decisions.
President
Section 3(a). The President shall be the presiding officer of the Board of Directors, ex officio member of all committees, and shall preside at all annual business meetings. If the President is absent from any meeting, the position of acting chairman will be assumed by the President-Elect, Immediate Past President or Treasurer, in such order.
The President's term of office shall begin at the conclusion of the first ensuing annual meeting following the annual meeting at which he was elected as President-Elect and expire at the conclusion of the next annual meeting or when his successor is duly elected and qualified. In the event of the death or resignation of the President during the term of his office or if he shall for any reason be unable or unqualified to serve, the President-Elect shall succeed to the office of President for the unexpired portion of the President's term. In the event of the death, resignation or incapacity of both the President and the President-Elect, the Board of Directors shall appoint a President from the Board of Directors for the unexpired term as is provided in Section 6.
President-Elect
Section3(b). In the absence of the President or in the event of his 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 as from time to time may be assigned to him by the President or Board of Directors. He shall succeed to the office of President at the expiration of the President's term
as provided in Section 3(a).
Treasurer
Section3(c). The Treasurer shall deposit or cause to be deposited all monies and other valuable property in the name and to the credit of the Chapter; shall disburse the funds of the Chapter as may be ordered by the Board of Directors; shall render to the Board of Directors, whenever it may request, an account of all the financial
transactions and of the financial condition of the Chapter. Any of the duties of the Treasurer may, by approval of the Board, be assigned to the executive director.
Secretary
Section3(d). The Secretary shall keep or cause to be kept adequate records of the transactions of the Board and the annual and special business meetings.
Immediate Past President
Section3(e). The Immediate Past President shall remain a member of the Board of Directors for a period of one year following his term as President, or until such time as his regular term as a Director shall expire.
Removal
Section 4. Any officer may be removed from office by a three-quarters vote of the Board of Directors whenever in its judgment the best interests of the Chapter would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Resignation
Section 5. 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.
Vacancies
Section 6. Any vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the appointment of a member of the Board by a majority vote of the Board of Directors for the unexpired portion of the term.
ARTICLE VIII — COUNCILLORS Click Here to Return to Top of Page
Number and Tenure
Section 1. The Chapter shall be represented at all meetings of the Council of the American College of Emergency Physicians. The chapter shall have one councillor. In addition, there shall be allowed one additional councillor for each 100 members of the chapter. The number of councillors allowed to the chapter shall be determined by the number of members of the chapter as shown by the membership rolls of the chapter on December 31 of each year. The councillor shall be elected to two-year terms. Terms shall be staggered so approximately one-half of the councillors are chosen in any fiscal year.
President
Section 2. The President shall serve as a councillor during his entire term as President and shall preside over the Chapter's delegation of councillors at all Council meetings.
Election
Section 3. A nominating committee consisting of the Immediate Past President, President and President-Elect is charged with presenting the best possible slate of candidates for councillor and alternate councillor by soliciting and screening nominations. The report of the committee shall be published and distributed to the membership at least 30 days before the annual business meeting and include one or more nominations for councillor and alternate councillor vacancy. Nothing herein shall be construed as preventing nominations for councillor or alternate councillor from the floor at the time of the annual business meeting. Each candidate for councillor must have served at least two years as councillor or alternate councillor for the chapter unless there are inadequate numbers of qualified candidates. At the annual business meeting, councillors and alternate councillors shall be elected by ballot by majority vote of the Chapter members present and voting.
Responsibilities
Section 4. Upon election, the Councillors shall represent the Chapter at all meetings of the Council of the American College of Emergency Physicians. If unable to serve, it shall be the Councillor's responsibility to provide the alternate councillor with the appropriate information to serve in his/her stead.
Alternate Councillors
Section 5. The number of alternate councillors shall be equal to the number of councillors. Each alternate councillor shall be elected to a two-year term. Additional alternate councillors may be appointed by the Board of Directors as the need arises at the discretion of the Board. If a councillor is not present at a Council Meeting of the College, the President shall designate an alternate councillor to be seated in place of the absent councillor.
ARTICLE IX — COMMITTEES
Appointments
Section 1. The President may appoint such committees as are deemed necessary. Members of committees shall be members of the Chapter and shall be appointed by the President. The President shall be an ex-officio member of all committees. Any member of any committee may be removed by the President whenever in his judgment the best interests of the Chapter shall be served by such removal.
Authority
Section 2. Actions of any committee shall at all times be advisory to the Board of Directors and officers, and subject to the authority thereof as provided in these Bylaws.Term of Office
Section 3. Each member of a committee shall continue as such until the next annual business meeting, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Chairman
Section 4. One member of each committee shall be appointed chairman by the President.
Vacancies
Section 5. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Quorum
Section 6. The committee members present at any meeting of such committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Rules
Section 7. Each committee shall be governed by the most current edition of "Sturgis Standard Code of Parliamentary Procedure" and may adopt such rules for its own governance not inconsistent with the articles and bylaws or with any other rules adopted by the Board of Directors.
ARTICLE X — MAIL VOTE Click Here to Return to Top of Page
Voting on any matter, with the exception of the election of the Board of Directors or officers, may be conducted by mail.
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 or 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 predicted on the existence of such liability for negligence or misconduct.
ARTICLE XII — AMENDMENTS TO BYLAWS
Section 1. These bylaws shall not become effective until approved by the Board of Directors of the College.
Section 2. The Board of Directors will sit as a committee of the whole to consider proposed amendments. The Immediate Past President will sit as chair. The Board may generate proposed amendments or may make recommendations to the membership concerning other proposed amendments.
Section 3. Amendments to the Articles and bylaws of this Chapter shall be submitted in writing to the American College of Emergency Physicians 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 American College of Emergency Physicians, provided, however, that such amendment shall be considered to be approved if the Board of Directors of the American College of Emergency Physicians fails to give written notice of its objections thereto within ninety (90) days following receipt of said notice.
Section 4. These bylaws must at all times be consistent with the Bylaws of the American College of Emergency Physicians. 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 to these current bylaws on April 27,2002.
ARTICLE XIII — CHECKS, DEPOSITS AND FUNDS
Checks and Drafts
Section 1. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Chapter shall be signed by such officer or officers, agent or agents of the Chapter and in such manner as shall from time to time be determined by vote of the Board of Directors.
Deposits
Section 2. All funds of the Chapter shall be deposited from time to time to the credit of the Chapter in such banks, trust companies or other depositories as the Executive Committee may select.
Gifts
Section 3. The Board of Directors may accept on behalf of the Chapter any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Chapter.
ARTICLE XIV — FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of July and end on the last day in June in each year.
ARTICLE XV —SEAL
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Chapter and the words "Corporate Seal of the Texas Chapter of the American College of Emergency Physicians".
ARTICLE XVI — WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the Chapter, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XVII — RECORDS
Inspection of Records
Section 1. The Chapter shall retain correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors. All books and records of the Chapter may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time and shall be produced at any time when requested by the demand of ten percent (10%) of the members at any annual meeting. Demands of inspection, other than at a meeting of the members, shall be in writing, upon the President or the Secretary of the Chapter.
Financial Records
Section 2. The Chapter shall maintain true and accurate financial records with respect to all financial transactions of the Chapter, including all income and expenditures in accordance with generally accepted accounting practices.
Annual Financial Report Click Here to Return to Top of Page
Section 3. Based on the corporate financial records, the Board of Directors shall annually prepare or approve a report of the financial activity of the Chapter for the preceding fiscal year.
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