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AAPD Bylaws
PREAMBLE
Article 1: Offices
  1. Principal Office. The principal office of the corporation (hereinafter referred to as the "Association") in the State of Illinois shall be located in the City of Park Ridge. The Association may have such other offices, either within or without the State of Illinois, as the Council may determine or as the affairs of the Association may require from time to time.
  2. Registered Office. The Association shall have and continuously maintain in the State of Illinois a registered office, and a registered agent whose office is identical with such registered office, as required by the Illinois General Not for Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Illinois, and the address of the registered office may be changed from time to time by the Council.
  3. Regional Components. Regional groups of members, whose institutional composition shall be determined by Council, are encouraged to hold at least one meeting a year.. The organization of the regional group and arrangements of their meetings shall be the responsibility of the members in each particular region.
Article 2: Members
  1. Eligibility for Membership. Program Directors of anesthesiology residency programs in the United States that have been approved by the Accreditation Council on Graduate Medical Education (ACGME) shall qualify for membership in the Association.
  2. Application for Membership. Any person who meets the qualifications for membership shall, upon making of proper application and payment of necessary initiation fee (if any) and dues fixed by the Council, be entitled to become a member. A member shall give immediate written notice to the Secretary/Treasurer if his employment changes, the ACGME withdraws approval, or the anesthesiology residency program for which he serves as Director is discontinued for any reason.
  3. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
  4. Termination of Membership. Any member who becomes ineligible for membership shall automatically cease to be a member of the Association, and the Secretary-Treasurer shall send such a member written notice to that effect. The Council, by affirmative vote of two-thirds of all of the members of the Council, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article 10.3 of these Bylaws.
  5. Resignation. Any member may resign by filing a written resignation with the Secretary/Treasurer, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges therefore accrued and unpaid.
  6. Reinstatement. Upon written request signed by a former member and filed with the Secretary/Treasurer, the Council may, by the affirmative vote of two-thirds of all of the member of the Council, reinstate such former member to membership upon such terms as the Council may deem appropriate.
  7. Transfer of Membership. Membership in this Association is not transferable or assignable.
Article 3: Meetings of Members
  1. Annual Meeting. An annual meeting of the members shall be held in the fall in each year, beginning in 1986, at such time and place as fixed by the Council, for the purpose of electing officers and Councilors and for the transaction of such other business as may come before the meeting. Only members shall attend business sessions, except as otherwise provided by the Council. Members may bring the teaching coordinator (or equivalent) of their anesthesiology residency program to nonbusiness sessions of each annual meeting and to all special meetings that are open to nonmembers. A substitute for a member shall be allowed to attend meetings only with the permission of the officers of the Association. If the election of officers and Councilors shall not be held on the day designated by the Council for any annual meeting, or at any adjournment thereof, the Council shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be possible. The order of business and the manner of conducting the meeting shall be as the President sees fit unless there is a difference of opinion, in which instance Sturgis Standard Code of Parliamentary Procedure or equivalent reference document shall prevail.
  2. Special Meetings. Special meetings of the members may be called by the President, the Council or not less than one-tenth of the members. The Council shall determine eligibility for attendance by nonmembers at special meetings.
  3. Place of Meeting. The Council may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the Council.
  4. Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, at least sixty days before the date of such meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail and addressed to the member at his address as it appears on the records of the Association, with postage thereon prepaid.
  5. Quorum. The members holding 25 percent of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
  6. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the members present at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these Bylaws.
  7. Voting by Mail. Where Councilors are to be elected by members, such election may be conducted by mail in such manner as the Council shall determine.
Article 4: Council
  1. General Powers. The affairs of the Association shall be managed by its Board of Directors. For purposes of these Bylaws, the Board of Directors shall be referred to as the Council, and directors shall be referred to as Councilors. The Council shall consist of the officers and elected Councilors.
  2. Number and Qualifications. The number of Councilors shall be not less than three nor more than fifteen, as shall be fixed from time to time by the members. Councilors need not be residents of the State of Illinois, but they must be members of the Association.
  3. Tenure of Non-Officer Councilors.
    1. Except as provided in subparagraph c. below, the term of office of a non-officer Councilor shall be for three years. No person shall be entitled to serve as such a Councilor for more than one term beginning with the organization meeting in 1986 or thereafter, provided that this limitation shall not prevent a person from being re-elected to the Council after at least one year's absence, and provided further that service as a Councilor before the 1986 organization meeting or by virtue of election by the Council or by the membership to fill a vacancy shall not be counted for purposes of this limitation.
    2. At the annual meeting in 1986, members shall elect six non-officers Councilors. In subsequent years, the members shall elect that number of non-officers Councilors as is necessary by virtue of the expiration of Councilors¼ terms on a staggered basis as provided in subparagraph c. below and the total number of Councilors fixed by the members. Members shall be entitled to cast that number of votes as there are non-officer Councilors to be elected, but no member shall be entitled to cumulate his votes. That number of persons, corresponding to the number of non-officer Councilors to be elected, who each receive a majority of votes shall be deemed elected. In the event of a tie or a failure to obtain a majority, a runoff election shall be held.
    3. At its organizational meeting held after the annual meeting of members in 1986, the non-officer Councilors elected at such meeting shall by lot divide themselves into three classes having respective terms of one, two and three years each, so that the terms of office of one-third of the non-officer Councilors shall expire in 1987, one-third in 1988, and one-third in 1989. Service by a non-officer Councilor for a term of two years or more shall be deemed service for one Councilor term, for purposes of the limitation contained in subparagraph a. above. If the members increase or decrease the number of Councilors, they shall identify the term of each non-officer Councilor in the motion or resolution establishing the revised number of Councilors, so that, insofar as possible, an equal number of Councilors have terms of one, two, and three years each.
  4. Regular Meetings. A regular organizational meeting of the Council shall be held without other notice than this Bylaw, immediately after, and at the same place as, the first annual meeting of members. The Council may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the Council without other notice than such resolution.
  5. Special Meetings. Special meetings of the Council may be called by or at the request of the President or 50 percent of the Councilors then serving. The person or persons authorized to call special meetings of the Council may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Council called by them.
  6. Notice. Notice of any special meeting of the Council shall be given at least ten days prior thereto by written notice delivered personally or sent by mail or telegram to each Councilor at his address as shown on the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Councilor may waive notice of any meeting. The attendance of a Councilor at any meeting shall constitute a waiver of notice of such meeting, except where a Councilor 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 Council need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
  7. Quorum. A majority of the Council shall constitute a quorum for the transaction of business at any meeting of the Council, but if less than a majority of the Councilors are present at said meeting, a majority of the Councilors present may adjourn the meeting from time to time without further notice.
  8. Manner of Acting. The act of a majority of the Councilors present at a meeting at which a quorum is present shall be the act of the Council, unless the act of a greater number is required by law or by these Bylaws.
  9. Vacancies. Any vacancy occurring in the Council may be filled by the affirmative vote of a majority of the remaining Councilors, though less than a quorum of the Council. A Councilor elected by the Council to fill a vacancy shall serve until the next annual meeting of members, at which time the members shall elect a Councilor for the unexpired term.
  10. Compensation. Councilors shall not receive any compensation for their services as such, but by resolution of the Council payment of expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Council; provided that nothing herein contained shall be construed to preclude any Councilor from serving the Association in any other capacity and receiving compensation therefor.
  11. Informal Action by Councilors. Any action required by law to be taken at a meeting of the Councilors, or any action which may be taken at a meeting of Councilors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Councilors.
  12. Conference Calls. To the extent authorized by law, members of the Council may participate in a meeting by means of a conference telephone or similar communications equipment, provided that all other Councilors participating in such a meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Article 5: Officers
  1. Officers. The officers of the Association shall be a President, an Immediate Past-President, a President-Elect, and a Secretary/Treasurer. No two offices may be held by the same person.
  2. Election and Term of Office. The officers of the Association shall be elected by the members at the annual meeting of members. At the annual meeting of members in 1986, members shall elect a President, a President-Elect and a Secretary/Treasurer. Thereafter, members shall elect a President-Elect and a Secretary/Treasurer in even-numbered years beginning in 1988. The President shall serve a term of two years, except that the initial President elected in 1986 shall serve a one-year term. The President-Elect and the Immediate Past-President each shall serve a term of one year. The Secretary/Treasurer shall serve a term of two years, which shall run concurrently with that of the President-Elect. Following service for one year as President-Elect, the President-Elect shall assume the office of President at the annual meeting of members. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. A President shall not be eligible for re-election as an officer. The Secretary/Treasurer shall be eligible to serve one additional term as Secretary/Treasurer.
  3. Removal. By affirmative vote of two-thirds of all of the members of the Council, the Council may remove any officer whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
  4. Vacancies. A vacancy in any office except those of President and Immediate Past-President because of death, resignation, removal, disqualification or otherwise, may be filled by the Council until the next annual meeting of members, at which time the members shall fill any vacancy for the unexpired portion of the term.
  5. President. The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. He shall preside at all meetings of the members and of the Council. He may sign any deeds, mortgages, bonds, contracts, or other instruments which the Council has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Council or by these Bylaws or by Statute to some other officer or agent of the Association; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Council from time to time.
  6. President-Elect and Immediate Past-President. 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. If a President-Elect is not serving or in the event of his inability or refusal to act, the Secretary/Treasurer 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 and the Immediate Past-President each shall perform such other duties as from time to time may be assigned to them by the President or by the Council.
  7. Secretary/Treasurer. The Secretary/Treasurer shall keep the minutes of the meetings of the members and of the Council in one 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; be the custodian of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member, which shall be furnished to the Secretary/Treasurer by such member; have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and in general perform all duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him by the President or by the Council. If required by the Council, the Secretary/Treasurer shall give a bond for faithful discharge of his duties in such sum and with such surety or sureties as the Council shall determine.
Article 6: Committees
  1. Committees of Councilors. The Council, by resolution adopted by a majority of the Councilors in office, may designate and appoint one or more committees, each of which shall consist of two or more Councilors, which committees, to the extent provided in said resolution, shall make recommendations to the Council.
  2. Other Committees. A Nominating Committee shall be appointed by the President and shall consist of four individuals representing the different geographic areas of the country and the Immediate Past President of the Society who shall be Chair. It shall be the duty of this committee to present two nominees for each vacancy that may exist on the Council. The Nominating Committee shall give due consideration to geographical representation on the Council. Additional nominations may be made from the floor. No member of the Nominating Committee may serve two consecutive years.
  3. Other committees of the Association not having and exercising the authority of the Council may be appointed in such manner as may be designed by a resolution adopted by a majority of the Councilors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Association, and the President of the Association shall appoint the members thereof. Any member thereof may be removed by the persons or persons authorized to appoint such member whenever in their judgment the best interests of the Association shall be served by such removal.
  4. Term of Office. Each committee member shall be appointed annually and shall continue as such until the next organizational meeting of Councilors following an annual meeting of the member of the Association and until his successor is appointed, unless the committee shall be sooner terminated or unless such member shall be removed from such committee or shall cease to qualify as a member thereof.
  5. Chair. One member of each committee shall be appointed chair by the person or persons authorized to appoint the members thereof.
  6. Vacancies. 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.
  7. Quorum. Unless otherwise provided in the resolution of the Council designating a committee, a majority of the whole 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.
  8. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Council.
Article 7: Contracts, Checks, Deposits and Funds
  1. Contracts. The Council may authorize any officer or officers, agent or agents of the Association in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
  2. Checks, Drafts, and Evidence of Indebtedness. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Council.
  3. Deposits. All funds of the Association shall be deposited from time to time to the Credit of the Association in such banks, trust companies or other depositories as the Council may select.
  4. Gifts. The Council may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purposes of the Association.
Article 8: Books and Records
  1. The Association shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its members, Council and committees having any of the authority of the Council, and shall keep at its registered or principal office a record giving the names and address of the members entitled to vote. All books and records of the Association may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Article 9: Fiscal Year
  1. The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.
Article 10: Dues
  1. Annual Dues. The Council may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Association by members.
  2. Payment of Dues. Dues shall be payable in advance on the first day of January in each fiscal year. Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership, for the remainder of the fiscal year of the Association.
  3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of six months from the beginning of the fiscal year or period for which such dues became payable, his membership may thereupon be terminated by the Council in the manner provided in Article II of these Bylaws.
Article 11: Seal
  1. The Council shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the words "Corporate Seal - Illinois."
Article 12: Waiver of Notice
  1. Whenever any notice is required to be given under the provisions of the Illinois General Not for Profit Corporation Act or under the provisions of incorporation or the Bylaws of the Association, 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 13: Indemnification
  1. The Association shall indemnify its officers, Councilors, employees and agents to the extent permitted by Illinois law.
Article 14: Prohibited Activities
  1. 1. No member, officer, Councilor, employee, or agent of the Association shall take any action or carry on any activity by or on behalf of the Association which is not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its regulations, as they now exist or may be hereafter amended, or by an organization contributions to which are deductible under Section 170 (c) (2) of such Code and regulations, as they now exist or as they may hereafter be amended.
Article 15: Gender
  1. Use of the masculine gender in these Bylaws shall be deemed to include the feminine gender as well.
Article 16: Amendments to Bylaws
  1. General Procedure. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds majority of the members present at any annual meeting or at any special meeting. If at least thirty days¼ written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
  2. Emergency Procedure. Notwithstanding anything in these Bylaws to the contrary, these Bylaws may be altered, amended or revoked or new Bylaws may be adopted on an emergency basis by a vote of three-fourths of the total number of Councilors upon such notice as may be reasonable under the circumstances where such action is necessary to enable the Association or the Council to comply with any statute, regulation or judicial or administrative decision or to meet an emergency situation which threatens to impair the ability of the Association or the Council to carry out, perform or accomplish any of the Association¼s purposes or objectives. Any changes in the Bylaws approved pursuant to this emergency procedure shall be ratified by the members pursuant to the procedure set forth in Section 16.1 of these Bylaws.

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