“Emergency Care for America's Heroes”

Bylaws

Article 1: Name

This association shall be a non-profit corporation organized under the laws of the state of Delaware. Having received a charter from the American College of Emergency Physicians, this Association shall be a chapter of the American College of Emergency Physicians and shall be called the Government Services Chapter of the American College of Emergency Physicians, Inc (or GSACEP).

Article 2: 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 3: Membership

Section 1: The qualifications for membership in the Chapter will be the same as those for membership in the College, for those who are current in their payment of dues, and for those who actively practice as employees of a United States federal agency or hold a commission in any branch of the United States Armed Forces.

Section 2: Membership applications, classification changes, resignations, suspensions, and expulsions shall be acted upon by the American College of Emergency Physicians.

Section 3: Member classifications shall be those designated by the College in its Bylaws.

Article 4: Dues and Assessments

Section 1: Dues for the chapter shall be determined by the Board of Directors at the annual meeting of the Chapter.

Section 2: Assessments may only be levied by a majority vote of the members present at the annual meeting and then only if the recommendation for such assessment has been mailed to the membership at least 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 5: Meetings

Section 1: There shall be an annual meeting of the Chapter membership. Notice of such meeting shall be made to members at least 60 days before the time appointed by the meeting (unless otherwise regulated by law)

Section 2: Regular meetings of the Chapter may be held from time to time as determined by the Board of Directors. Notice of such meetings shall be made to members at least 60 days before the time appointed for the meeting (unless otherwise specified by law).

Section 3: Special meetings of the Chapter may be held from time to time as determined by the Board of Directors. Notice of such meetings shall indicate the purpose for such a meeting to members at least 30 days before the time appointed for the meeting (unless otherwise specified by law).

Section 4: The members of the Chapter present at any duly called meeting of the Chapter shall constitute a quorum.

Section 5: No member shall be entitled to vote by proxy on any matter submitted to a vote of the members.

Section 6: When not in conflict with these bylaws, the parliamentary procedures outlined in Sturgis Standard Code of Parliamentary Procedures shall govern all Chapter meetings.

Article 6: Board of Directors

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 purpose 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.

Section 2: The Board of Directors is composed of the Officers of the Chapter, those Councillors who are not chapter officers, and a Resident Representative.

Section 3: Each Director shall be elected by ballot, with the ballot made available to voting members online or by regular mail if the member has no e-mail address (60) days before the annual meeting, with said election closed no later than thirty (30) days preceding the annual meeting. The candidate receiving the most votes shall be declared the winner. In the case of a tie, a run-off election will occur prior to the annual meeting to close no later than two days prior to the annual meeting.

The Resident Representative shall serve until the annual meeting in his/her final year of residency and shall be elected by ballot of the resident members.

Emergency Medicine Consultants to the Surgeons General shall be considered ex-officio, non-voting, Board members.

Any current ACEP Board or Council Officer shall be an ex-officio, non-voting, Board member.

Section 4: The Board of Directors shall meet no less than once a year. Notice of all meetings of the Board of Directors shall be made to each member of the Board of Directors at least 10 days in advance of such meetings. Board meetings may be conducted by telephone, conference call or other electronic medium. A majority of the Board of Directors shall constitute a quorum at any meeting of the Board.

Section 5: Any Director may be removed from office by a three-quarter vote of the members of the same body authorized to elect the director. A recall must be initiated by a petition signed by no less than one-third of the members of the Chapter.

Section 6: Any Director may resign at any time by giving written notice to the President or the Board of Directors. Such resignations 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.

Section 7: Vacancies which occur on the Board of Directors for any reason shall be filled for the remainder of the respective term by majority vote of the remaining Directors until such a successor can be elected to the remainder of the unexpired term by the Chapter members.

Section 8: The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9: Directors shall not receive any stated salaries for their services.

Article 7: Officers

Section 1: The elected Officers of the Chapter shall be the President, President Elect, Immediate past President, and Secretary-Treasurer. The President Elect shall succeed to the position of President, and Immediate Past President, within a three-year cycle. The President Elect and Secretary-Treasurer shall be elected with the ballot made available to voting members online or by regular mail if the member has no e-mail address, with the ballot accessible to all voting members sixty (60) days before the annual meeting, with said ballot closed no later than thirty (30) days preceding the annual meeting. The candidate receiving the most votes shall be declared the winner. In the case of a tie, a run-off election will occur by a ballot made accessible to all voting members with the election closed two days prior to the annual meeting.

The terms of office shall begin at the conclusion of that meeting and expire at the conclusion of the next annual meeting or when his or her successor is duly elected and qualified. The President Elect shall be eligible to serve a maximum of two (2) consecutive cycles. The Secretary-Treasurer shall be elected for a term of three (3) years. Because of the need for continuity, the Secretary -Treasurer may serve more than two consecutive terms. All Officers, except the Past President, must be members of the Chapter and no member shall hold more than one office at any time.

Section 2: Each Officer shall serve on the Board of Directors.

Section 3: The duties of the President, President Elect and Secretary-Treasurer shall be as follows

(A.) The President shall:

1. Be the executive officer of the Board of Directors.

2. Preside over all meetings of the Chapter and Board of Directors

3. Be responsible for ensuring that all Chapter contracts with third parties contain a provision disclosing the fact that the chapter is an entity separate and distinct from the College.

(B.) The President Elect, in the absence of the President, shall preside at all meetings and perform such other duties as may be assigned by the President or the Board of Directors. The President elect shall, upon expiration of his term, assume the office of the President.

(C.) The Secretary-Treasurer shall be responsible for creating and maintaining appropriate accounts and records of all Chapter activities and finances. He or she shall also be responsible for ensuring that the Chapter adheres to the policy governing the use of the mark of the American College of Emergency Physicians.

(D.) The Immediate Past President shall perform such duties as may be assigned by the President or the Board of Directors.

Section 4: Any Officer may be removed from Office by a three-quarters vote of the members of the same body authorized to elect the officer. Any vacancy created by a recall shall be filled by a majority vote of the Board of Directors.

Section 5: Any Officer may resign at any time by giving written notice to the President of 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 of the Board.

Section 6: Vacancies which occur among offices of the Chapter for any reason shall be filled by a majority vote of the Board of Directors.

Article 8: Councillors

Section 1: All Councillors will be members of the Chapter. One Councillor to the Council and one additional Councillor for each additional 100 members of the Chapter shall be elected by the Chapter to a two-year term. Elected Councillors may serve three (3) consecutive terms. At such times as the Chapter is eligible for more than one Councillor, the term of the first newly-elected Councillor shall be adjusted so that the terms of all Councillors are staggered. The Board of Directors shall appoint Alternate Councillors who will be available for seating if a Councillor is not present. If a previously allocated Councillor position is lost due to attrition in membership, the newest-elected Councillor would be relegated to alternate Councillor.

Section 2: The President shall serve as a Councillor during his entire term as President and shall preside over the Chapter's delegation of Councilors at all meetings of the Council of the College. Subject to the size of the delegation of Councillors, the President Elect and Immediate Past President, in that order of priority, shall also serve as Councillors during their terms of office. Additional Councillors, as warranted, shall be elected form the membership at large

Section 3: Councillors shall not receive any stated salaries for their services, but, by resolution of the Board of Directors, may be reimbursed for expenses of attendance at the regular or special meetings of the Council of the College.

Section 4: Any Councillor may be removed from office by a three-quarter vote of the members of the same body authorized to elect the Councillor. A recall must be initiated by a petition signed by no less than one-third of the members of the Chapter.

Section 5: A Councillor may resign at any time by giving written notice to the President of 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 of the Board.

Section 6: Vacancies which occur in the councillorship of the Chapter for any reason shall be filled by a majority vote of the Board of Directors.

Article 9: Committees

The Board of Directors shall have an Executive Committee consisting of the President, President Elect, Immediate Past President, Secretary-Treasurer, and Executive Director (as a non-voting member). The Executive Committee shall have the authority to act on behalf of the Board and the membership between Board meetings.

Meetings of the Executive Committee, which may be conducted by Conference Call, shall be held at the call of the President. A report of the actions of the Executive Committee shall be given to the Board of Directors in writing within two weeks of the adjournment of that meeting.

The President may appoint such committees as he or she deems necessary.

Article 10: 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 liable for negligence or misconduct in the performance of duty to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

Article 11 Contracts, Checks, Deposits, and Funds

Section 1: The Board of Directors may authorize any officer or officer’s agent or agents of the chapter, 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 Chapter. Such authority may be general or confined to specific instances.

Section 2: All checks, drafts, or orders for payment on money, notes, or other evidence of indebtedness issued in the name of the Chapter shall be signed by such Officer or officers or agent or agents of the Chapter and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by either the Secretary-Treasurer, President or President Elect of the Chapter.

Section 3: 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 Board of Directors may select.

Section 4: the Board of Directors may accept on behalf of the Chapter any contribution, gift, bequest, or device for the general purposes of or for any special purpose of the Chapter.

Article 12: Approval of Bylaws and Amendments

Section 1: These bylaws shall not become effective until approved by the Board of Directors of the College.

Section 2: (Unless otherwise required by law) These bylaws may be amended by a two-thirds (2/3) vote of the membership present at a meeting of the Chapter, provided that the proposed amendments have been mailed to the membership of the chapter at least thirty (30) days prior to the meeting.

Section 3: Amendments to these bylaws shall be submitted in writing to the College, 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 College, provided, however, that such amendment shall be considered to be approved if the Board of Directors fails to give notice of its objection thereto within ninety (90) days following receipt.

Section 4: These bylaws must at all times be consistent with the Bylaws of the College. 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.