The following constitutes the Bylaws of the American College of Endocrinology (the “College”), a 501(c)(3), nonprofit corporation organized under the laws of the state of Florida dedicated to promoting the art and science of clinical endocrinology, diabetes, and metabolism for the improvement of patient care and public health.
CHAPTER I
Member
Section 1. Membership. The sole member of the College shall be the American Association of Clinical Endocrinologists (AACE), a Florida, not for profit, 501(c)(6) corporation, focused on enhancing the practice of endocrinology.
Section 2. Rights of the Member. The Member of the College shall have such rights and powers as are provided for pursuant to the laws of the State of Florida, as well as the rights set forth in these Bylaws, to include:
- The right to appoint and remove all Officers and Trustees
- The right to amend these bylaws
- The right to approve the annual budget and strategic plan
- The right to approve any dissolution or merger
CHAPTER II
Meetings
Section 1. Annual Meeting. The annual meeting of the Member of the College shall be held during the College Board of Trustees meeting, on the same date as the AACE Board of Directors meeting.
Section 2. Special Meetings. Special Meetings of the Member may be called by the Board of Trustees, the College President, or the Member of the College.
Section 3. Notice. The President of the College shall, at the written direction of a majority of the Board of Trustees, or upon the written request of the Member, call a special meeting of the Member to be held at such time and place designated in the call of the meeting. Notice may be given by e-mail or mail sent at least five (5) days before the meeting. Any notice required may be waived at any meeting at which the Member attends and consents.
Section 4. Vote of Member. The only vote to be cast at any annual or special meeting of the College shall be the vote of the College’s sole member, the American Association of Clinical Endocrinologists, and such vote shall be in accordance with the Member’s Articles of Incorporation and Bylaws.
CHAPTER III
Board of Trustees
Section 1. Affairs of the College. The affairs of the College shall be managed by a Board of Trustees and the Officers, selected as provided in these Bylaws.
Section 2. Composition. The Board of Trustees of the College shall be the same as the Board of Directors of the Member.
Section 3. Term Limits. The term of office and term limits of a College Trustee shall be the same as those applicable to the Directors of the Member.
Section 4. Ex Officio Members. The Board of Trustees shall include three (3) non-voting ex officio members; the Chair of the Education Oversight Committee; the Chair of the Clinical Practice Guidelines Oversight Committee; and the Chair of the Disease State Networks Oversight Committee. In the event the Chair of any one of these oversight committees concurrently serves as a voting member of the Board of Trustees, the Vice-Chair of that oversight committee will serve as the ex officio member. In the event both the Chair and Vice-chair of an oversight committee are unable to serve due to concurrent board service, or any other reason, the Chair of the oversight committee shall nominate a member to represent the oversight committee in the ex officio role, subject to approval of the Board of Trustees.
Section 5. Quorum. At any meeting of the Board of Trustees, a majority of the voting membership of the Board of Trustees shall constitute a quorum.
Section 6. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees, unless some greater percentage is stated by law or in these Bylaws. Each Trustee shall have one vote. Voting by proxy shall not be permitted.
Section 7. Unanimous Written Consent In Lieu of a Meeting. The Board of Trustees may take action without a meeting if written consent to the action is signed by all of the Trustees.
Section 8. Telephone Meeting. Any one or more Trustees may participate in a meeting of the Board of Trustees by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.
CHAPTER IV
Officers
Section 1. Officers. The Officers of the College shall be the President, President Elect, Secretary, Treasurer, and Immediate Past President.
Section 2. Eligibility and Term. Those individuals who serve as President, President Elect, Secretary, Treasurer, and Immediate Past President of the AACE shall serve the College in similar capacity for a similar term.
Section 3. President: The President shall preside at all meetings of the Board of Trustees and Executive Committee and at all meetings of the member and shall ensure that all actions and resolutions of the member, Board of Directors, and Executive Committee are carried out. The President shall serve as the principal spokesperson for the College in all forums provided, however, that the President, at their discretion, may designate an alternate spokesperson for the College.
Section 4. President Elect. The President Elect will carry out the duties of the President when the President is not available or is unable to perform their duties and such duties as the President or the Board of Trustees may assign.
Section 5. Secretary. The Secretary shall: (1) Provide notice in advance of all College Member meetings; (2) Keep a record of proceedings of all College annual meetings and meetings of the Board of Directors; and (3) Otherwise perform the duties expected of the Secretary.
Section 6. Treasurer. The Treasurer shall: (1) Oversee the collection and retention of all funds due or accepted by the College; (2) Expend the funds under the direction of the Board of Trustees; (3) Submit to the Board of Trustees an annual financial report; (4) Arrange for an audit of the financial records; and (5) Otherwise perform the duties expected of the Treasurer.
Section 7. Immediate Past President. The Immediate Past President shall perform such duties as the President or Board of Trustees may prescribe.
Section 8. Vacancies. Vacancies, if and when occurring in any office, will be filled in the same manner, and by the same persons, as vacancies of Officers of the Member.
CHAPTER V
Committees
Section 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 Trustees to administer the affairs of the College between meetings of the Board of Trustees, subject to the general policies established by the Board of Trustees.
Section 2. Standing Committees. All standing committees shall be established by the President at the direction of, or with the approval of, the Board of Trustees and guided by existing policies. All such committees shall have only such authority as delegated by the Board of Trustees and may make recommendations to the Board of Trustees for the establishment of College policy.
Section 3. INTENTIONALLY LEFT BLANK
Section 4. Oversight Committees. There shall exist an Education Oversight Committee, Clinical Practice Guidelines Oversight Committee, and Disease State Networks Oversight Committee, each providing strategic planning and oversight for all committees, task forces and work groups that operate within the jurisdiction of that oversight committee as determined by College policy. Each of these committees will be made up of a Chair and Vice-Chair, and include members as appointed by the President or assigned by policy and approved by the Board of Trustees.
CHAPTER VI
Gifts, Donations and Bequests
Section 1. Fundraising. The College will participate in fundraising activities.
Section 2. Gifts. All gifts are accepted in accordance with the gift acceptance policies and must comply with the provisions of Section 501(c)(3) of the Internal Revenue Code, and applicable state laws.
CHAPTER VII
Fiscal Agents
Section 1. Fiscal Agents. The Board of Trustees may employ one or more fiscal agents to handle the details of its investment program, the purchase and sale of securities and investments, the custody of all securities and investments, and the keeping of corporate accounts and records whenever the funds of the College are sufficiently large to justify the same.
CHAPTER VIII
Books of Account
Section 1. Books of Account. Books of account shall be kept by the Treasurer and the same shall be audited annually in connection with the annual audit of the books of account of the College and shall, at reasonable times, be open to inspection of any member of the corporation.
Section 2. Compensation. Unless otherwise approved by the Board of this College or the Board of the Member, no Officer or Trustee of this College shall receive, directly or indirectly, any compensation for their services as such officer or trustee, except that expense incurred in and about the work of this College or advances made for the account of the College, reasonable in character and amount, may be paid by the Treasurer to persons of the aforesaid classes after a statement thereof shall have been submitted to and approved for payment by the Board of Trustees.
Section 3. Fiscal Year. The fiscal year of the College shall be from January 1 to December 31, inclusive.
CHAPTER IX
Amendments to Bylaws
Section 1. Bylaws. These Bylaws may be altered, amended or rescinded and new bylaws adopted by a majority vote of the Directors of the Member of the College present at any formally convened meeting, scheduled or special as defined in Chapter II, at which a quorum is present.
Section 2. Articles of Incorporation. The Articles of Incorporation of the College shall be amended by resolution adopted by a majority of the Directors of the Member of the College present at any meeting in which a quorum is present, which amendment as set forth in said resolution shall be presented for approval as provided by the Statutes of Florida.
CHAPTER X
Indemnification and Insurance
Section 1. Indemnification. To the fullest extent allowed by the Florida Not For Profit Corporation Act and any other applicable law, Corporation may indemnify any director or officer or any former director or officer and may by resolution of the Board of Trustees indemnify any employee, against any and all expenses and liabilities incurred by them in connection with any claim, action, suit, or proceeding to which they are made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which they shall be adjudged to be guilty of a criminal offense, to have received an improper personal benefit, or to have acted with recklessness or in bad faith with a malicious purpose.
Section 2. Indemnification Amounts. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, reasonable counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or where appropriate may itself undertake the defense of any director, officer or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that they are not entitled to indemnification under this Article.
Section 3. Insurance. The Board of Trustees may also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by them which arises out of such person's status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.
CHAPTER XI
Fund Disbursements
Disbursements. All disbursements from the assets of the College shall be made in accordance with College Financial Policies.
Chapter XII Dissolution and Merger
Section 1. Dissolution. The College may be dissolved only upon the approval of at least two- thirds majority of the Board of Trustees and a vote of approval by the Member of the College during any meeting of the Member of the College scheduled in compliance with the provisions of these Bylaws. Upon such dissolution, the College 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.
Section 2. Mergers. The College may become a party to a merger only upon the approval of at least a two-thirds majority of the Board of Trustees, and a vote of approval by the Member of the College at any meeting of the Member of the College scheduled in compliance with the provisions of these Bylaws.
Chapter XIII Parliamentary Procedure
Parliamentary Procedure. Parliamentary procedure not provided for by these Bylaws shall be governed by the parliamentary rules and usages of the American Institute of Parliamentarians Standard Code of Parliamentary Procedure.