PREAMBLE

By Laws

9.0 CHAPTER 1 ADDRESS

​

The Executive Committee shall decide the address of the Chapter.

10.0 CHAPTER 2 MEMBERSHIP

​

10.1. As used in these Bylaws, except as otherwise herein expressly qualified, the term “physician” means a member of APPNA GC.

10.2. There shall be no discrimination on the basis of religion, gender, age, or ethnic origin.
10.3 Membership will be conferred by the Secretary of the Association at the recommendation of the Chair of Membership Committee.

10.4 Membership year shall be from January 1 to December 31st of each year.
10.5 Membership in the chapter will be terminated for a felony conviction by a court of law or revocation of a professional license by a board of Medical Examiners or Licensing authority. The member is required to inform the secretary of such a conviction or limitation of Licensure.  

10. 5.1. The Executive Committee may reinstate suspended membership at the recommendations of the Executive Director (see below) and Chairperson of the Membership Committee on removal of charges and/or disciplinary action.

10.6. Active Members:

10.6.1 Active membership in APPNA GC shall be open to anyone who is a Medical School graduate and lives in greater Cincinnati area.

10.6.2 To be eligible for active membership in the chapter a physician must hold an un-revoked license in North America and/or be involved in Academics, Medical Research, or management in any field of Health care in North America, and comply with all provisions of the Bylaws of their society and this Association.

10.6.3 Active members shall be either annual dues-paying members and residing in North America or Lifetime members.

10.6.4. The Board of Trustees / Executive Council on the recommendation of the Membership Committee may exempt dues of any active member when in their opinion payment of such dues is a hardship upon a member.

10.6.6. The dues for Lifetime Membership and Annual membership will be set by the Executive Council and approved by the General Membership.

10.7: Physicians-in-Training Members
10.7.1. They will be exempt from paying annual dues.

10.7.2. Candidates for Physicians-in-Training membership shall provide written proof of being in an approved training program in North America.

10.7.3. They will have no right to vote or hold office in the Chapter.

10.7.4. These members may serve on committees or task forces of the Chapter and participate in all of its activities

10.7.5 However, they may become a voting member by paying full annual dues.

10.8: Associate Members:

10.8.1 The Chapter may elect to give Associate membership to persons engaged in human sciences and health care related services other than medicine.

10.8.1. The association may also elect to associate membership lay persons who are not involved directly in the field of medicine.

10.8.2. Associate members may serve on committees or task forces of the Association and participate in all of its activities.

10.8.3 They shall not have the right to vote or hold any office in the Association.

10.9. Emeritus Members:
10.9.1 Retired physicians may apply for emeritus membership and will be dues exempt.

10.9.2 They shall have no right to hold an office in the Association.

10.9.3 They may serve on different committees if requested to do so by the EC. 10.9.4 However, they may become a voting member by paying full annual dues.

10.10. Honorary Members:

10.10.1 The Chapter may elect as an honorary member any person distinguished for services or attainments in medicine or the allied sciences, or who has rendered their services of unusual value to the Association or humanity.

10.10.2. These members shall be recommended by the Executive Committee.

10.10.3. They shall not have the right to vote or hold any office in the Association.

​

11.0 CHAPTER 3 DUES AND ASSESSMENTS

​

11.1.1 The annual and lifetime dues shall be determined by the Executive Committee and approved by the General membership.

11.1.2. The term of annual dues will be the calendar year.

​

12.0 CHAPTER 4 GENERAL BODY MEETINGS.

​

12.1. Determination of Time and Place:
12.1.1. During each annual session the chapter may hold one or more general body meetings

12.1.2. The Executive Council shall arrange at least one annual meeting each year.

12.1.3 Such general body meetings shall be presided over by the President, or, in his absence, the President-elect or a designee appointed by the President.

12.2. Quorum:

​

12.2.1. Presence of Twenty Five percent (25%) of the voting members of the Association registered at any Meeting shall constitute a quorum for that meeting. Once the quorum is established the annual meeting shall continue and all actions shall be binding even if the quorum for that session is not present at later times in the meeting. If the meeting is adjourned and recalled then quorum will be required to be reestablished for any matters that require a binding vote.

12.2.2. Presence of at least 50% of the voting membership (registered at the meeting) will constitute the required quorum to reject an action taken by the Executive Council or the Board of Trustees.

12.2.3 A simple majority of those present will be required for adoption of a resolution.

12.2.4. In cases of overriding of an Executive Council or Board of Trustees action and when a referendum is being conducted, a majority of two third of those voting will be considered affirmative.

​

13.0 CHAPTER 5 BOARD OF TRUSTEES (BOT)

13.1 Composition:
The Board shall be composed of five (5) members of the Chapter.

13.1.1 All trustees shall reside in North America during their term of office.

13.1.2 Any trustee may be involved in any committee of the Chapter and may chair only a special committee at the request of the Executive Council and/or the Board.

13.2. Qualifications:
13.2.1 To be included in the BOT, a candidate must have been an active member for at least five consecutive years or seven (7) cumulative years.

13.3. Term of Office:
13.3.1. Each member of the Board shall act as a trustee for five (5) years.

13.3.2 The terms of the trustees will be staggered so that one trustee’s term expires each year and is replaced.

13.3.3. No trustee shall be re-elected to the Board at the end of first term.

13.3.4. The term of office shall be January 1st to December 31st. of the same year.

13.4. Election of BOT:
13.4.1 Five trustees in the initial Board will be appointed by the Executive Council with in ninety days of approval of this constitution. Their term will start from January 1st.

13.4.2 The term of the initial BOT shall be staggered by declining years. The BOT at their first meeting shall decide on the term of office of its members.

13.4.3 Annually following the establishment of the First BOT, At least one month before the elections of the Association, the Executive Council shall submit three (3) names to the Board for consideration for election to the Board. The Board shall elect from amongst these three (3) members to fill any vacancies on the Board that year. Should the Board reject all three names submitted by the Council; the Council will submit another three new names and repeat the process until the replacement is acceptable by the Board.

13.5. Officers of BOT:
13.5.1. The officers of the Board shall be a Chairman and a Secretary.

13.5.2. Each shall be elected for one (1) year from amongst the trustees at the annual meeting.

13.5.3. Each of these two officers may be re-elected for as many terms as the Board may desire.

13.5.4. The Chairman shall be the spokesman and the presiding officer of the Board and the secretary shall act as the recording officer.

13.6. Meetings of BOT:

13.6.1. The Board shall meet at least annually at the time and place of the annual session of the Chapter.

13.6.2. The Board may hold any number of meetings other than at the annual meeting as may be necessary for the efficient running of the Chapter.

13.6.3. The Board may be called into session by the Chairman on his/her own or upon the request of the other trustees or the Executive Council or when a petition is filled or appears to be filed for dissolution of the Chapter.

13.6.3.1. The purpose of such special session shall be stated in the notice of call and no other business shall be transacted.
13.6.4. Only a Trustee shall introduce a resolution at the meeting of the Board.

13.7. Powers and Duties of BOT:
13.7.1. As the custodian/ombudsman of the Chapter, the Board shall be the only authority to receive and discuss a proposal of dissolution of the Chapter.

13.7.1.1 Recommendations of the Board, both the majority and minority views in case of dissent, shall be presented by the Chairman or the Secretary of the Board at the next annual or emergency meeting of the Association.

13.7.1.2. In the event of dissolution as prescribed under Article XI of the Constitution, the Board shall be the sole body to disperse the assets of the Association.

13.7.1.3. Only in situation of dissolution, if four trustees dissent with the majority decision of the general membership they may, after dispersing the assets, retain the papers of incorporation and may revive the Association.

13.8. The Board of Trustees shall advise the Executive Council on long-range and strategic planning for the Association.

13.9. The Board of Trustees shall receive annual reports of the Association’s accounts.

14.0 CHAPTER 6 EXECUTIVE COUNCIL

​

14.1. EXECUTIVE COUNCIL
The Executive Council shall consist of The Executive Committee and The Councilors.

14.2. Executive Committee
The Executive Committee shall consist of:

1. President

2. President Elect
3. Immediate Past President

4. Secretary
5. Treasurer
6. Executive Director

14.3. Councilors:

14.3.1. There shall be TWO “Councilors –at-Large” who may reside in any part of Greater Cincinnati.

14.4. Eligibility of Officers:
14.4.1 The President; President-Elect; Secretary and Treasurer should be active members in good standing, for at least two years.

14.4.2 Councilors should be an active member for at least ONE year.

14.4.3 All officers shall reside in North America during their term of office.

14.5. Term of Office:

Except as herein provided, all officers shall take office on January 1st of the year and serve until December 31st of the same year.

14.6. Quorum of Executive Council:

The quorum for all Executive Council meetings shall constitute the presence of more than 50% of voting members. All binding decisions made by the EC shall require a simple majority vote.

14.7. President:
14.7.1. The President shall be the general executive officer of the chapter

14.7.2. He/she shall preside at all meetings of the chapter
14.7.3. He/she shall appoint necessary standing and special committees, in consultation with and approval of the simple majority of the Executive council.

14.7.4. He/she will fill vacancies in consultation with and approval of the simple majority of the Executive council thereon.

14.7.5. He/she shall perform such other duties as are imposed upon him/her by the Constitution and Bylaws of this chapter
14.7.6. The President will serve a term of office for one (1) year.
14.7.7. He/she will hold the office of Immediate-past President at the conclusion of his/her term as President.

14.8. President-elect:

14.8.1. The President-elect shall act for the President in his/her absence or disability.

14.8.2. Should the office of President become vacant; the President-elect shall succeed to the Presidency for the un- expired term.

14.9. Secretary:
14.9.1. He/she shall be the recording officer of the Executive Council and the General Body.

14.9.2. He/she shall supervise all arrangements for the holding of each meeting in compliance with the Constitution and Bylaws and instructions of the Executive Council.

14.9.3. He/she shall send out all official notices of meetings, committee appointments, certificates of election to office and special committee assignment.
14.9.4. He/she shall receive and transmit to the Executive Council the annual and other reports of officers and committees.
14.9.5. He/she shall institute and correlate each new activity of the chapter under the supervision of the Executive Council.

14.9.6. He/she shall perform such other duties as are imposed upon him/her by the Constitution and Bylaws of the Chapter.

14.10. Treasurer:

14.10.1. The Treasurer shall be the manager of all recurring funds of the Chapter.

14.10.2. He/she shall be accountable to the Chapter. The finances are to be reported to the Executive Council quarterly and the BOT and General Membership Annually.

14.10.3. He/she shall also discharge the following duties:

14.10.4. Collect all membership dues; assessments, donations and such money as may be due to the Chapter.

14.10.5. He/she shall deposit all funds received in an approved depository and distribute them upon order of the Executive Council.

14.10.6. The Executive Council or the BOT may cause an annual audit of his/her accounts to be made by a certified public accountant.

14.10.7. He/she shall present the annual report at the annual general meeting of the Association.

14.10.8. He/she shall perform such other duties as are imposed upon him/her by the Constitution and Bylaws of the Association.

14.11. Executive Director:
14.11.1. The Executive director shall be nominated by the Executive Council within ninety days of approval of this constitution for a term of five years.

14.11.2. He/ She shall maintain the offices of the chapter and oversee and execute the day to day workings of the chapter in consultation of the Executive Committee.

14.11.3. The Executive Director shall not have a vote in the Executive Committee/ Council. If he/she is an active member of the association he/she may vote as an active member.

By Laws

15.0 CHAPTER 7 COMMITTEES OF THE ASSOCIATION

​

15.1 Standing Committees

15.1.1.The President with the advice of the Executive Council shall appoint Standing Committees of the chapter. Members of the committees may have staggered terms.
15.1.2. The following shall be the standing committees of the Chapter. In addition to these the President with the advice of the Executive Council may appoint Ad-Hoc Committees as necessary.

15.1.2.1 Nominations and Election Committee

15.1.2.2 Membership Committee
15.1.2.3. Constitution and Bylaws Committee

15.1.2. 4. Communication and Publication Committee

15.1.2.5. Ethics and Grievance Committee

15.2. Chairs of all standing committees of the Association shall be appointed by the President in consultation with the Executive Council.

15.3. 1.The President with the advice of the Executive Council may appoint Special committees.

15.3.2 Term of Ad-hoc committees appointed by the President will expire at the end of the term of the President or at the end of the project that the committee was set up to do; whichever comes first.

15.3.3. Term of the Ad-hoc committees may however be extended by the new Executive Council to permit them completes the assigned task.

COMMITTEE STRUCTURE AND RESPONSIBILITIES:

​

15.4. Nomination and Election Committee

15.4.1.1. The President with the approval of the Executive Council shall appoint the Nominations and Elections Committee.

15.4.1.2. The Committee shall develop rules and regulations for and conduct elections for the Association in accordance with the Constitution and Bylaws.

15.5. Membership Committee
15.5.1. The Membership Committee shall be responsible for development of programs for enrollment and retention of members.

15.5.2. This Committee will develop and organize a membership benefits package to make membership in the organization attractive for the members.

15.5.3. This Committee will study the needs and the desires of the membership, and make appropriate recommendations to the BOT, so that chapter programs can be adjusted to meet those needs and aspirations.
15.6. Constitution and Bylaws Committee (CABL)

15.6.1 This Committee will be responsible for reviewing and developing recommendations for amendments to the Constitution and Bylaws to keep the organizational structure and function responsive to the current needs.
15.6.2. The Chairman of this committee will serve as a resource person to the organization at the time of the annual, as well as the regional and other meetings.
15.6.3. The Committee shall organize educational programs for the leadership of the chapter regarding parliamentary procedure and conduct of meetings, etc.  

15.7. Communication and Publication Committee
15.7.1. This Committee will be responsible for all publications of the chapter including newsletter, and other publications that the Executive committee or the BOT may decide to publish.

15.7.2. The Committee will develop mechanisms and raise funds to support publications of the Association so that they become at least a budget neutral project.

15.7.3. The Committee will endeavor to manage social media and publish a newsletter and a journal that is published regularly including news about and of interest to members of the chapter and review articles and/or medical research papers.

15.7.4. The committee Chair (or a member designated by him/her) shall be the moderator of official APPNA GC web site and any other official mechanism of communication as adopted by the Executive Council.

15.8. Ethics and Grievance Committee
15.8.1 The Committee will receive review and give an opinion on all grievances brought forward by any of the members of the organization.
15.8.2. This Committee will also review and make recommendations to the executive committee and the Board regarding any questions of ethical conduct that may be raised about any of the members of the organization.

15.8.3. The Committee will develop guidelines, policies and procedures regarding the performance of above functions and insuring the rights of each member and proper due process and present these guidelines to the Executive Council for approval.

15.8.4. The Committee shall present its report/findings and recommendations to the Executive Council for action. An adverse action by the Executive Council against a member(s) may be appealed to the Board of Trustees. The decision of the Board will be final unless overturned by the General Body.

​

16.0 CHAPTER 8 ELECTION

​

16.1 The Chapter wishes to use this process as an opportunity for the general membership to select the best amongst those proposed by the membership. As such, it hopes that candidates and their supporters uphold the ethical and moral high ground as is expected from them. Each contesting candidate shall sign a code of ethics and conduct after the confirmation of the nomination.

16.2. Nominations:
16.2.1. All nominations are to be duly proposed and seconded by members in good standing.

16.2.2. The proposed officer must be willing to accept the nomination
16.2.3. Self-nomination is possible but not encouraged. In case of self-nomination, the nominee will be duly seconded by at least three members in good standing.

16.2.4. The Nomination and Election Committee will have the sole responsibility for verifying the eligibility of a candidate.
16.2.5 Election/Nomination Committee will announce Election result.

16.3. Date of Elections:
16.3.1. The Nominations and Elections Committee shall ask for nominations from the general membership in fall.

16.3.2. The Committee shall present the slate of qualified candidates to the Executive Council.

16.3.3. The ballots shall be mailed or electronically delivered to the members in late fall.

16.3.4 Executive council can also elect to have open elections at the annual meeting by show of hands.

16.3.5 The ballots will be counted on the day or before the membership meeting. The results of the elections shall be announced at the meeting of APPNA GC after counting in the presence of the representatives of the candidates.

16.3.6 If the candidates are elected uncontested, no ballot will not be mailed to the members.

16.4. Tied Election:

16.4.1. In case of a tie, a run-off election will be conducted amongst the candidates receiving equal votes and the election process shall be completed by December 31st. With suitable time frames as assigned by the Nominations and Election committee.

16.5. Disputes
16.5.1. All complaints regarding any misconduct during the election campaign and/or any disputes or irregularities of election process shall be submitted in writing to the Election/Nomination committee within one week of election.

16.5.2. Election and Nomination Committee after appropriate hearing will give its decision within two weeks.
16.5.3 The decision of Election/Nomination Committee shall be considered FINAL in these cases. However r if there is a grievance against the Nominations and Elections Committee; it may be appealed to the BOT. The decision of the BOT shall be binding in all cases.

​

17.0 CHAPTER 9 VACANCIES

​

17.1. An office of the chapter shall be declared vacant by the Executive Committee whence an officer resigns, or leaves North America for a period longer than three (3) months without prearrangement with the Executive Committee, or becomes unable to carry out the duties of the office for reasons of health or otherwise.

17.2. Should the office of the President become vacant; the President-elect shall succeed to the Presidency for the un- expired term.

17.2.1. Should the office of President thereafter again become vacant, if the un-expired term is less than six (6) months, the Immediate-past President will succeed to the Presidency.

17.2.2. In case the un-expired term is longer than six (6) months, , the Executive Committee at a regular or a special meeting, shall appoint an interim President from amongst the members of the Executive Committee.

17.3. The vacancy of the office of President-elect will be filled in the following manner:

17.3.1. Should the office of President-elect fall vacant within the first six (6) months of the term of this office the vacancy will be filled by a special election to be directed by the Executive committee. The Election & Nominating Committee in this case will be chartered at the time of scheduled election to seek nominations for both the President and the President-elect for the next term.
17.3.2. Should the position of President-elect fall vacant after the prescribed election process has begun, the Executive Committee shall fill this posts from amongst the members of the Association.
17.4. The vacant office of Past-President shall remain vacant until the end of that term.

17.5. Should the offices of Secretary and Treasurer become vacant the Executive Committee shall fill these posts from amongst the members of the Chapter.

​

18.0 CHAPTER 10 REFERENDUM

​

18.1. Referendum at chapter Meetings:

18.1.1 At any general or special meeting of this chapter, the general body shall, by a two-thirds (2/3) vote of the voting members present, order a general referendum upon any question pertinent to the purposes and objectives of the Committee shall fill this posts from amongst the members of the chapter.

18.2. A general body meeting of this Association can be called for a specific purpose by a petition to the Executive Committee signed by one-fourth (1/4) of the active members in good standing.

19.0 CHAPTER 11 SEAL

​

The seal of the chapter shall be a common seal. The power to change or renew the seal shall rest with the BOT.

​

20.0 CHAPTER 12 EMERGENCY POWERS

​

When prompt speech or action is imperative, authority to speak or act in the name of this chapter is vested in the president or designee.

​

21.0 CHAPTER 12 DEFINITION OF SESSION AND MEETING

​

21.1 Session: A session shall mean all meetings at any one call
21.2 Meeting: A meeting shall mean each separate convention at any one session.

​

22.0 CHAPTER13 AMENDMENTS

​

22.1. These Bylaws may be amended in accordance with the following procedures:
22.1.1. Amendments to the bylaws may be proposed by fifteen (15) active members in good standing or majority of trustees or a majority of the Executive Council.

22.1.2. These proposals shall be submitted to the Constitution and Bylaws Committee.
22.1.3. The Constitution and Bylaws Committee shall submit its recommendations to the Executive Committee at least fifteen days before the next EC meeting.
22.1.4. Adoption of the amendment shall require the affirmative vote of 2/3 of the Executive Committee.

22.1.4. The amendments approved by the Executive Council shall be presented to the General Membership for approval. A simple majority of eligible and present members at the General Body meeting, or simple majority of eligible members by postal or electronic media can be used. If no response is received from the member; it shall be considered as in favor of the amendment.

​

23.0 CHAPTER13 CODE OF ETHICS

All members; elected cabinet; BOT; appointed Committee Chairs and members of these committees are required to accept and follow the code of conduct as prescribed in the APPNA GC Code of Ethics.

​