Introduction
The following constitute the Bylaws of the American Association of Clinical Endocrinologists, Inc., a 501(c)(6) corporation, incorporated under the laws of the state of Florida, organized to enhance the abilities of individuals specializing in endocrinology, diabetes, and metabolism, to provide the highest quality of patient care.
Chapter 1. Definitions
1.1 Definitions: As used in these Bylaws, the expression “AACE” shall mean the American Association of Clinical Endocrinologists.
1.2 Association Year: Each Association Year will begin on January 1st of each calendar year.
Chapter 2. Membership
2.1 Application for Membership: Persons eligible for application for membership include any person interested in advancing the AACE Mission of “elevating the practice of clinical endocrinology to improve global health.” Such persons will be required to submit a membership application. Applications will be reviewed in accordance with the policies set forth by the Board of Directors. Membership will become effective when the applicant is in written receipt of confirmation of membership.
2.2 Membership Structure: (a) The Board of Directors will be responsible for determining the AACE membership structure and associated dues. Additional fees may be assessed for any purpose deemed necessary and appropriate by the Board of Directors.
(b) Any person who has been accepted for membership in accordance with this Chapter 2 and who is current in their dues payment will be considered a member of AACE unless their membership is terminated by the Board of Directors pursuant to Section 2.3 of these Bylaws.
2.3 Termination of Membership: (a) When any action is taken which may result in the termination of a member’s rights to membership, for reason other than nonpayment of dues, AACE shall provide the member with written notification by certified US Mail, return receipt requested, of its proposed actions and the reasons therefore, at least thirty (30) days before the effective date of the termination of membership. Except for termination based on a conviction of a felony by a court of law (which termination grounds shall be non-appealable), this written notification shall inform the terminated member that they have the right to petition the Board of Directors for a hearing.
(b) A request for a hearing shall be in writing. Such hearing shall be before the current Board of Directors (as of the date of the hearing) making the decision on membership and shall afford the individual an opportunity to present evidence, either in writing or orally at the discretion of the Board of Directors. Such hearing shall be held, at the Board’s discretion, in-person or by conference telephone or other electronic means by which all persons can hear each other simultaneously not more than fifteen (15) business days after the request for the hearing has been received by AACE. The effective date of the termination of membership shall be postponed pending the decision of the Board of Directors. The decision of the Board of Directors shall be final. Failure of the affected individual to request this hearing within thirty (30) days after receipt of notification shall constitute waiver of their right for this appeal.
(c) Subject to the above, AACE, through its Board of Directors, shall have the ultimate authority on the termination of membership
2.4 Reinstatement of Members: A person whose membership has been terminated for reasons other than dues payment as explained in Section 2.3 may be reinstated only upon a new application and review and approval by a 2/3 vote of the Board of Directors.
2.5 Discrimination: Membership in AACE shall not be denied or abridged because of sex, color, creed, race, religion, disability, ethnic or national origin, sexual orientation, or for any other reason unrelated to character or competence.
Chapter 3. Membership Meetings
3.1 Place of Meeting: All meetings of the members of AACE shall be held at such place as designated by the Board of Directors and stated in the notice of the meeting.
3.2 Business Meeting: A Business Meeting of the members of AACE shall be held annually on a date to be designated by the Board of Directors, at which election results shall be announced for Officers and Board of Directors of AACE, a review of the financial reports will be provided, and other additional business items may be added in accordance with these Bylaws.
3.3 Special Meetings: A special meeting of the members of AACE may be called at any time by the President with the approval of a majority of the Board of Directors, or by one-third (1/3) of the voting AACE members in good standing upon written request.
3.4 Notice of Meetings: Notice is given if delivered in person, by regular mail, e-mail or telephone at least thirty (30) days prior to the meeting. If notice is given by regular mail, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the address then appearing on the records of AACE, with postage prepaid.
3.5 Quorum for Meetings: Quorum at the Business Meeting, as described in Section 3.2 of these bylaws, shall be the number of members present at the business meeting. Quorum for a special meeting, as described in Section 3.3 of these bylaws, shall be at least one-third (1/3) of the total AACE members.
Chapter 4. Board of Directors
4.1 Composition of the Board of Directors: (a) The President, President Elect, Secretary, Treasurer, Immediate Past President, and an Endocrine Fellow-in-Training, shall serve as members of the Board of Directors with full Board privileges and voting rights along with not more than fifteen (15) elected Directors. The term “elected Director” only applies to the “not more than fifteen (15) elected Directors” and does not include Officers or the Endocrine Fellow-in-Training. The term “Board of Director” applies to elected Directors Officers and the Fellow-in-Training.
(b) Qualifications: Except for the Fellow-in-Training (FIT), candidates for positions on the Board of Directors must have been AACE Members in good standing for three (3) consecutive years prior to taking office, and at the highest membership tier as determined by the Board of Directors for one (1) year prior to taking office, and must remain in good standing and at the highest membership tier during their term on the Board.
4.2 Election and Removal of Directors: (a) Directors shall be elected by a 2/3 vote of the Board of Directors in accordance with the Election Procedures set forth in Chapter 6 of these Bylaws.
(b) Newly-elected Directors shall assume their respective Board positions at the beginning of each new Association Year.
(c) Any director may be removed with or without cause by a 2/3 vote of the Board of Directors in accordance with the criteria and procedures set forth in the AACE Policy and Procedures. Notwithstanding the foregoing, a Director who does not maintain the highest membership tier and remain in good standing during their entire term as a Director may be removed as a Director if, after reasonable notice, they fail to maintain the highest membership tier.
4.3 Term Limits: (a) Except for the Fellow-In-Training Director, the elected Directors shall serve for a term of three (3) years. No elected Director shall serve for more than a maximum of two (2), three (3) year terms for a maximum of six (6) years, unless the Board of Directors grants an exception for good cause. Notwithstanding the provisions in this section, those elected Directors who have completed their maximum tenure of service on the Board shall be eligible for one (1) additional three (3) year term following a minimum of six (6) years absence from the Board of Directors as a voting member, with the exception of past presidents of AACE, who will not be eligible for additional service on the Board as an elected Director. The Nominating Committee will be allowed to nominate up to one (1) candidate for a third term during each election year.
(b) The endocrine Fellow-in-Training Director must be a member and shall be elected annually for a term of one (1) year beginning July 1st through June 30th, by the Fellows-in-Training members of AACE. The procedures for election of the Fellow-in-Training member shall be determined by the Board of Directors.
4.4 Board of Director Vacancies: Vacant seats on the Board of Directors shall be filled at the next annual election in accordance with Chapter 6) and subject to the term limits in Chapter 4, Section 4.3.
4.5 Duties: (a) The Board of Directors shall oversee the affairs of AACE, subject to the general policies established by the Board of Directors.
(b) The most recent policy actions shall be deemed to supersede contradictory past actions. In the absence of a specifically applicable current statement of policy, the Board of Directors shall determine what it considers to be the position of AACE based upon the tenor of past and current actions that may be related in subject matter. Such determinations shall be considered to be AACE policy until modified, approved or rescinded at the next annual or special meeting of AACE.
4.6 Meetings: (a) Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall determine. Notice of each regular meeting shall be given at least thirty (30) days before each such meeting.
(b) Special meetings of the Board of Directors may be called at any time by the President or at the request of a majority of the members of the Board of Directors. Notice shall be given at least three (3) business days before each such meeting. The notice shall specify the general purposes of, and business to be transacted at the meeting, but other business may also be transacted.
(c) A majority of the members of the Board of Directors shall constitute a quorum.
(d) Notice is given if delivered to the members of the Board of Directors as prescribed in Chapter 3.4.
5.1 Officers: The Officers of AACE shall be the President, President Elect, Secretary, Treasurer, and Immediate Past President.
5.2 Election and Removal of Officers: (a) Candidates for Officer positions must have completed a minimum of three (3) years of service as a voting member on the Board of Directors and that the final year of Board service as a voting member must have transpired within the three (3) prior consecutive years. Qualifications for President must include at least two (2) full terms on the Executive Committee with the last term occurring within four (4) years of assuming the Presidency. Candidates for President Elect must have served at least one (1) full term on the Executive Committee within the past three (3) years. The election of Officers shall be determined in accordance with the election procedures as set forth in Chapter 6 of these Bylaws.
(b) The President Elect, Secretary, and Treasurer are elected for a term of one (1) year, by a 2/3 vote of the Board of Directors in accordance with the Election Procedures set forth in Chapter 6 of these Bylaws.
(c) All Officers shall immediately assume their respective offices and the President Elect shall automatically succeed to President, at the beginning of each new Association Year.
(d) Any officer may be removed with or without cause by a 2/3 vote of the Board of Directors in accordance with criteria and procedures set forth in the AACE Policy and Procedures.
5.3 Term Limits: An individual may serve no more than five (5) full terms as an Officer, unless the Board of Directors grants an exception for good cause. If an individual does not complete their full term as an Officer, they will be eligible to serve for no more than one (1) additional term. A “full term” is defined as serving for eight (8) months during an Association Year in any Officer position.
5.4 Vacancies: (a) If the President becomes unable to perform the duties of the office, the President Elect shall serve as President until either the President can resume such duties or until the next Association Year. In the event the President Elect serves as President for less than eight (8) months, this individual shall continue as President through the time for which originally elected. If the President Elect's service as President exceeds eight (8) months, the term will have expired at the time of the Association Year and a new President and President Elect shall be elected for the succeeding year. Qualifications for President must include at least two (2) years on the Executive Committee with the last year occurring within four (4) years of assuming the Presidency.
(b) If the President Elect is unable to perform the duties of the office, the Board of Directors shall appoint an interim President Elect from either the current, Secretary, or Treasurer. The appointee shall perform the duties of the President Elect and continue to serve in their original elected position until the succeeding annual election. At the succeeding annual election, an election will be conducted for the office of President and President Elect.
(c) In the event the President and President Elect are unable to perform their duties, the Treasurer shall assume the duties of President until the President and President Elect are able to resume their duties or until the succeeding annual election.
(d) If the office of the Secretary and/or Treasurer, shall become vacant, a member of the Board of Directors, eligible pursuant to Section 5.2 (a), shall be elected by a 2/3 vote of the Board of Directors to serve until the next annual election.
(e) If the office of the Immediate Past President shall become vacant, the President shall assume the additional duties of the Immediate Past President.
5.5 President: The President shall preside at all meetings of the Board of Directors and Executive Committee and at all meetings of the membership and shall ensure that all actions and resolutions of the membership, Board of Directors, and Executive Committee are carried out. The President shall serve as the principal spokesperson for AACE in all forums provided, however, that the President, at their discretion, may designate an alternate spokesperson for AACE. The President may, with the concurrence of the Board of Directors, also appoint ex officio, non-voting members to serve in such other positions and to assume such tasks as may be delegated by the President.
5.6 President Elect: The President Elect shall, in the absence or disability of the President, perform the duties of the President and shall also perform such duties as the Board of Directors may prescribe.
5.7 Immediate Past President: The Immediate Past President shall perform such duties as the President or Board of Directors may prescribe.
5.8 Secretary: The Secretary shall: (1) Notify all members in advance of all AACE member meetings; (2) Keep a record of proceedings of all Business Meetings and meetings of the Board of Directors; and (3) Otherwise perform the duties expected of the Secretary.
5.9 Treasurer: The Treasurer shall: (1) Oversee the collection and retention of all funds due or accepted by AACE; (2) Expend the funds under the direction of the Board of Directors; (3) Submit to the Board of Directors an annual financial report; (4) Arrange for an audit of the financial records; and (5) Otherwise perform the duties expected of the Treasurer.
Chapter 6. Election Procedures
6.1 Nominating Committee: (a) Composition and Eligibility: The Nominating Committee shall be comprised of: (i) the Immediate Past President (the Chair), (ii) the Chair of the Diversity, Equity & Inclusion Committee (or their designee), (iii)two (2) members nominated by the Executive Committee and appointed by the Board of Directors who is currently serving on the Board of Directors or has previously served on the Board of Directors within the past two (2) years, (iv) three(3) members with no prior Board service who are nominated by the Chairs/Vice Chairs of the Oversight Committees and approved by the Board of Directors, and (v) the President and the CEO, who shall each be an ex officio member without vote. Additionally, the President-Elect may be invited to attend the Nominating Committee meetings as a guest but may not vote. No oversight committee chair or vice chair may serve on the Nominating Committee. Members appointed to the Nominating Committee are ineligible for nomination for any Officer or Board of Director position during their scheduled term of service on the Committee. (The members may decline the appointment to the Nominating Committee if they wish to retain their eligibility for office.) In the event of any vacancy on the Nominating Committee, regardless of how created, the Board of Directors shall immediately appoint a replacement(s) to serve until the next Association Year.
(b) Conduct: The Immediate Past President shall serve as voting Chair, except as otherwise provided for in this section, unless unavailable, in which case the President shall appoint a new Chair.
6.2 Nominating Committee Duties: (a) Nomination of Officers and Directors. The Nominating Committee shall be responsible for soliciting nominations from all voting members for election of Officers and Directors, per the AACE Policy and Procedures.
The Nominating Committee shall submit directly to the AACE Board of Directors a single slate of candidates for Officer positions and the Board of Directors to consider for election. The total number of candidates submitted by the Nominating Committee shall be equal to the number of open seats on the Board of Directors. No member nominations will be accepted after the Nominating Committee presents the slate of candidates to the Board of Directors.
(b) Board Election of Officers and Directors; Member Petitions for Reconsideration. At least sixty (60) days, prior to the next Association Year, the Board of Directors shall preliminarily approve the slate of Officer and Director candidates presented by the Nominating Committee by a 2/3 vote. If the preliminary slate of Officer and Director candidates presented is not approved by a 2/3 vote, the Board may ask the Nominating Committee to submit additional candidates for any Officer or Director position. The Board-approved slate shall be posted on the AACE website for a period of thirty (30) days and otherwise announced to the membership. During this period, AACE membership may submit a petition signed by not less than one-third (1/3) of voting members requesting that the Board of Directors reconsider one or more slated candidates and the reasons for such request. Final Board of Director approval of any slated candidates identified in such petition will require an affirmative vote of not less than two-thirds (2/3) of the Board of Directors present at that meeting. If such approval is not achieved, the Board shall direct the Nominating Committee to present one or more substitute candidates and repeat the procedure described above. At the conclusion of the notice period, any slated candidates for which no petition requesting reconsideration has been filed will be deemed to have been elected by the Board of Directors. Any other procedures for election of Officer and Director candidates shall be determined by the Board of Directors and will be included in the AACE Policy and Procedures Compendium.
6.2 (c) Announcement of Election Results: Results of the election will be announced to the AACE Members and communicated at the Business Meeting.
Chapter 7. Committees
7.1 Executive Committee: The Executive Committee shall consist of the President, President Elect, Secretary, Treasurer, and Immediate Past President. The Executive Committee shall act on behalf of the Board of Directors to administer the affairs of AACE between meetings of the Board of Directors, subject to the general policies established by the Board of Directors.
7.2 Standing Committees: Except as otherwise provided, all standing committees shall be established by the Board of Directors. Except as otherwise provided, all such committees shall have only such authority as delegated by the Board of Directors and may make recommendations to the Board of Directors for establishment of AACE policy.
Chapter 8. Chief Executive Officer
8.1 Chief Executive Officer: The Board of Directors may employ a Chief Executive Officer for AACE. The Chief Executive Officer shall be directly responsible to the Board of Directors and serve at its pleasure. The assignment of duties of the Chief Executive Officer shall be the responsibility of the Board of Directors. The compensation of the Chief Executive Officer shall be determined by the Board of Directors.
Chapter 9. Financial Policies
9.1 Financial Policies: (a) The fiscal year of AACE shall be from January 1 to December 31, inclusive.
(b) No member of AACE shall have any right, title or interest, legal or equitable, in or to the properties or assets of AACE. All of the assets of AACE shall be devoted exclusively for the purpose of AACE as set forth in the Articles of Incorporation.
Chapter 10. Amendments
10.1 Amendment of the Bylaws: The Board of Directors, at any Board of Directors meeting, may amend these Bylaws by an affirmative vote of not less than two-thirds (2/3) of the Board of Directors present at that meeting. Proposed amendments must, prior to approval by the Board of Directors, be submitted to a committee charged with review of bylaws amendments.
10.2 Member Notice: Any approved bylaws amendment will be subject to a thirty (30) day notice period to AACE membership. During the notice period, AACE membership may submit a petition signed by not less than one-third (1/3) of voting members requesting that the amendment approved by the Board of Directors be returned to the Board of Directors for further consideration and final action. Final Board of Director action will require an affirmative vote of not less than two-thirds (2/3) of the Board of Directors present at that meeting. At the conclusion of the notice period, if no qualified petition has been submitted requesting that the amendment be returned to the Board of Directors, the amendment approved by the Board of Directors will be final and these bylaws will be amended accordingly.
10.3 Amendment by Petition: Membership may petition to amend these bylaws by submitting a petition signed by at least one-third (1/3) of the voting members to the Executive Committee. The amendment by petition will be reviewed by the Executive Committee and a committee charged with review of bylaws amendments. If the proposed amendment is in compliance with relevant laws and is consistent with other AACE bylaws, the proposed amendment will be submitted to the Board of Directors for deliberation and final action. A two-thirds (2/3) majority vote of the Board of Directors present at that meeting will be required for approval of the amendment by petition.
Chapter 11. American College of Endocrinology
11.1 American College of Endocrinology: The American College of Endocrinology (“ACE”) is a 501(c)(3) charitable and educational corporation, incorporated under the laws of the state of Florida and dedicated to promoting the art and science of clinical endocrinology, diabetes, and metabolism for the improvement of patient care and public health. The ACE bylaws provide that AACE is the sole member of ACE, which has the effect of making ACE a subsidiary of AACE. As such, the Board of Directors of AACE shall have full authority to determine the vote to be cast by AACE on any matters requiring the vote of the ACE sole member.
Chapter 12. Dissolution
12.1 Dissolution: AACE may be dissolved only upon the approval of at least two-thirds (2/3) majority of the voting Board of Directors. Upon such dissolution, AACE shall, after the discharge of all of its liabilities, distribute all remaining assets to such organizations as the Board may determine which are both qualified as tax-exempt pursuant to the Internal Revenue Code (as then in effect) and are devoted to medical research, scientific or other purposes related to the practice of endocrinology. Any assets remaining after any such distribution shall be distributed as ordered by a court of competent jurisdiction.
12.2 Mergers: AACE may become a party to a merger only upon the approval of at least a two-thirds (2/3) majority of the voting Board of Directors.
Chapter 13. Parliamentary Procedure
13.1 Parliamentary Procedure: Parliamentary procedure not provided for by these Bylaws for the conduct of AACE meetings (including meetings of the Board of Directors) may, at the discretion of the President, be according to the American Institute of Parliamentarians Standard Code of Parliamentary Procedure.
Chapter 14. Code of Medical Ethics
14.1 Code of Medical Ethics: The principles set forth in the Code of Medical Ethics of the American Medical Association shall be the Principles of Medical Ethics for the American Association of Clinical Endocrinologists and shall govern the conduct of the members of AACE in their relations to each other and to the public. Opinions of the Council on Ethical and Judicial Affairs of the American Medical Association shall be used as a guide in the interpretation of the principles.