GOVERNMENT SERVICES CHAPTER
of the AMERICAN COLLEGE OF EMERGENCY PHYSICIANS BYLAWS
ARTICLE I - NAME
This Association shall be a non-profit corporation organized under the laws of the State of Delaware. Upon receiving 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 (hereinafter referred to as “the Chapter” or “GSACEP”).
ARTICLE II - PURPOSE
The purposes of the Government Services 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 III - MEMBERSHIP
The qualifications for membership in the Chapter shall be consistent with those for membership in the College. Those who actively practice as employees of a United States Federal Agency, hold a commission in any branch of the United States Armed Forces, are retired from military or federal service, or are ACEP member spouses of active duty military personnel, are eligible for membership in GSACEP.
Section 2-Application and Changes
Membership applications, classification changes, resignations, suspensions, and expulsions shall be acted upon by the College.
Section 3-Classifications of Membership
Membership classifications and privileges in the Chapter shall be consistent with those designated by the College in its Bylaws. Candidate members, except as otherwise specified in these bylaws, may not serve on the Board of Directors, may not hold a Chapter office, and may not vote, except on committees upon which they serve
Section 4-Chapter Records Access
Records of the Chapter shall be made available to a member, or the agent or attorney of a member within thirty-(30) days of a written request.
Section 5 – Cancellation/Limitation of Member Rights and Privileges
The College has the sole right to cancel membership in the College, for reasons described in the College Bylaws including nonpayment of chapter dues and mandatory chapter assessments, and also thereby all related chapter membership.
For proper cause other than nonpayment of dues or assessments, the Chapter may limit the rights and privileges of members at the chapter level.
ARTICLE IV - DUES AND ASSESSMENTS
Dues for the Chapter membership shall be approved by the Chapter’s Board of Directors at the annual meeting of the chapter.
Assessments may only be levied by a majority vote of the members voting at the annual meeting and then only if the recommendation for such assessment has been communicated in writing to the membership at least thirty-(30) days before the meeting.
ARTICLE V - MEETINGS OF THE MEMBERS
Section 1-Annual Meeting
There shall be an annual meeting of the Chapter membership, unless, due to emergency circumstances, the Board of Directors determines that such a meeting be cancelled or deferred. Membership meetings may be conducted by means of remote communication. Notice of such meeting shall be communicated in writing to each member not less than ten-(10) nor more than sixty-(60) days before the time appointed for the meeting. Other regular meetings of the Chapter may be held with similar notice requirements.
Section 2-Special Meetings
Special meetings of the Chapter may be held from time to time as determined by a majority vote of the Board of Directors. Notice of such meetings shall be communicated in writing to each member not less than ten-(10) nor more than thirty-(30) days before the time appointed for the meeting. Such notice shall include the purpose for the meeting.
The members of the Chapter represented present at any duly called meeting of the Chapter shall constitute a quorum.
Section 4-Parliamentary Authority
When not in conflict with these Bylaws, the parliamentary procedures outlined in the most recent edition of the American Institute of Parliamentarians Standard Code of Parliamentary Procedure, shall govern all meetings and voting.
Notice of membership meetings shall be delivered via electronic delivery unless a member has requested an alternative method in writing.
ARTICLE VI - BOARD OF DIRECTORS
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 pursue its purposes and shall have discretion in the disbursement of its funds. The Board may adopt such rules and regulation for the conduct of its business as shall be deemed advisable and in the execution of the powers granted, appoint such agents, as it may consider necessary.
Section 2-Board of Directors Composition
The Board of Directors shall be composed of the Officers, the Councillors, and a voting Resident Director. Any current ACEP Board member or Council Officer shall be an ex officio, non-voting, GSACEP Board member.
Section 3-Terms of Office
Directors’ terms and term limits shall be governed by the office or position held. Terms shall begin and end at the conclusion of the annual meeting. The Resident Director shall serve until the annual meeting in his/her final year of residency
Section 4A-Nomination and Election
A nominating committee shall be appointed by the President and shall present a list of nominees to the Board of Directors at least sixty-(60) days prior to the date of the election. Except for nominees for the Resident Director position, who shall be candidate members, all nominees shall be regular members in good standing. Directors shall be elected by a plurality vote of the members voting and the annual Chapter membership meeting. Write in votes are allowed.
Section 4B-Balloting Procedures
On an individual ballot, members may cast less than the number of votes as the number of positions to be filled.
Each Director shall be elected by ballot, with the ballot made available to voting members online sixty (60) days before the annual meeting, with said election closed no later than thirty (30) days preceding the annual meeting. The nominee receiving the most votes for the available positions 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 Board of Directors shall meet no less than once each year. Notice of all regular meetings of the Board of Directors shall be communicated in writing to each member of the board, and will also be electronically available to the Chapter membership, at least ten-(10) days in advance of each meeting. Board meetings may be conducted by telephone conference call or other means of remote communication. A majority of the Board of Directors shall constitute a quorum at any meeting of the Board.
Special meetings of the Board of Directors may be called by the President or the Executive Committee on 48-hour notice with the same quorum requirements.
Board of Directors members are required to attend at least one-(1) Board Meeting per year, in person or via remote communication.
Any Director may be removed from office by a three-quarter vote of the members voting at any Chapter meeting. Removal must be initiated by a majority vote of the Board of Directors. Any vacancy created by a removal shall be filled for the reminder of the unexpired term by a majority vote of the members voting at the meeting at which the removal occurred. Nominations for any vacancy created by a removal shall be accepted from the floor.
Any Director may resign at any time by giving written notice to the President or to the Board. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance by the President or the Board of Directors.
Vacancies, which occur on the Board of Directors for any reason other than a removal, shall be filled by a majority vote of the remaining Directors for the remainder of the respective term.
Directors shall not receive any stated salaries for their services.
ARTICLE VII - OFFICERS
Section 1-Officer Composition
The elected Officers of the Chapter shall be the President, President-Elect, Immediate Past President, Secretary-Treasurer, who will be elected from among the members of the Chapter membership by the Chapter membership at the annual meeting for a term of one year, except for the offices of Secretary and Treasurer who shall be elected for a term of three (3) years. Officers shall be eligible to serve a maximum of two-(2) consecutive terms, except for the Secretary-Treasurer who may serve unlimited consecutive terms. No member shall hold more than one office at any time, except the office of Secretary-Treasurer, which may be combined into one office at the discretion of the Board.
The terms of office shall begin at the conclusion of the annual meeting and expire at the conclusion of the next annual meeting or when his or her successor is duly elected and qualified.
Section 2-Special Rights
Each Officer shall serve on the Board of Directors.
The duties of the President shall be as follows:
(a): The President shall be the Executive Officer of the Board of Directors;
(b): The President shall preside over all meetings of the Chapter membership and Board of Directors;
(c): The President shall 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;
(d): The President shall be responsible for ensuring that the Chapter adheres to the policy governing the use of the mark of the American College of Emergency Physicians.
(e): At the conclusion of the term, the President shall succeed to the office of Immediate Past-President.
The duties of the President-Elect shall be as follows:
(a): The President-Elect shall, in the absence of the President, preside over all meetings of the Chapter membership and Board of Directors at all meetings and perform such other duties as may be assigned by the President or the Board of Directors.
(b): At the conclusion of the term, the President-Elect shall succeed to the off of President or in the event of a vacancy in the office of President shall complete that remaining term plus the succeeding term as President
The duties of the Secretary-Treasurer shall be as follows:
(a): The Secretary-Treasurer shall be responsible for recording minutes of meetings and keeping records of the Chapter activities;
(b): The Secretary-Treasurer shall also be responsible for ensuring that the Chapter adheres to the policy governing the mark of the College;
(c): The Secretary-Treasurer is required to make sure all annual paperwork is submitted to national ACEP, the IRS and other government entities.
(d): The Secretary-Treasurer shall be responsible for monitoring all accounts and records of the Chapter finances; and
(e): The Secretary-Treasurer shall perform such other duties as may be assigned by the President or the Board of Directors;
(f): The Secretary-Treasurer is required to present, or assign someone to present, a Treasurer’s report at all Chapter meetings.
The duties of the Immediate Past-President shall be as follows:
(a): The Immediate Past-President shall succeed to this office upon conclusion of the term as President;
(b): The Immediate Past-President shall perform duties as assigned by the President or Board of Directors.
Section 4-Nominations, Elections and Balloting Procedures
Nominations, elections and balloting procedures shall be the same as for the Board of Directors.
The President-Elect shall succeed to the position of President, and Immediate Past President. All officers participating in the succession must agree to serve the specified length of term and the number of consecutive termsThe President-Elect and Secretary-Treasurer shall be elected with the ballot made available to voting members online, 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 procedure for removing an Officer shall be the same as for removing a Director.
Any Officer may resign at any time by giving written notice to the President or 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 or the Board.
Any vacancy which occurs in a Chapter officer position (excluding the office of the President which is filled by the President-Elect) for reasons other than removal shall be filled for the remainder of the unexpired term by a majority vote of the Board of Directors.
ARTICLE VIII - COUNCILLORS
Councillor allocation shall be determined as specified in the College Bylaws. Councillors, who are not ex-officio Councillors, shall be elected by the Chapter membership. A similar number of Alternate Councillors shall be appointed by the President. Such election of Councillors and appointment of Alternate Councillors shall take place annually at such time as designated by the Board. All councillors must be members of the Chapter.
Councillors shall serve a term of two-(2) years. Councillors may serve unlimited terms. At such time as the Chapter is eligible for an additional Councillor, the terms for the new Councillor shall be adjusted so that the terms of all Councillors are staggered.
If a previously allocated Councillor position is lost due to attrition in membership, the most recently elected Councillor will become an Alternate Councillor.
The President shall serve as a Councillor during their entire term as President and shall preside over the Chapter's delegation of Councillors 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, and Secretary-Treasurer in that order of priority, shall also serve as Councillors during their terms of office.
Vacancies occurring in Councillor positions other than by removal shall be filled in a timely manner by the Board of Directors for the remainder of the unexpired term.
Any Councillor, who is not also an officer, may be removed by a majority of the Board or a majority vote of the members at any membership meeting. A vacancy created by removal shall be filled by a majority vote of the members voting for the remainder of the unexpired term.
Section 5-Special Rights
Each Councillor shall serve on the Board of Directors as a voting member of the Board.
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.
ARTICLE IX - COMMITTEES
Chapter Committee members shall be appointed by the President as he or she deems necessary.
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. The Board at its next meeting must ratify the action(s) of the Executive Committee; failure of ratification nullifies the action(s) taken by the Executive Committee.
Meetings of the Executive Committee, which may be conducted by conference call or by other remote communication, shall be held at the discretion 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 the meeting.
ARTICLE X - VOTING METHODS
Voting in elections of the Board of Directors and other matters at the annual meeting shall be in person or electronic voting only as long as those methods are in compliance with state law. Proxy voting is not allowed. Voting in all matters at Board and Committee meetings is to be in-person only unless such meetings take place via conference call or other remote communication.
ARTICLE XI - INDEMNIFICATION
The Chapter will, by its 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 relations to matters as to which such directors or officer, or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
ARTICLE XII - APPROVAL OF BYLAWS AND AMENDMENTS
These Bylaws and amendments thereto shall not become effective until approved by the Board of Directors of the College or its designee.
These Bylaws may be amended by a two-thirds vote of the members voting at meeting of the Chapter, provided that the proposed amendments have been communicated in writing to the membership of the chapter at least thirty-(30) days prior to the meeting.
Amendments to these Bylaws shall be submitted to the College, in a format and manner approved by the College, no later than thirty-(30) days following the adoption of such amendments. No amendment shall be of any force of effect until it has been submitted to and reviewed by the Board of Directors of the College or its designee, provided however, that such amendment shall be considered to be approved if the Board of Directors of the College or its designee fails to give written notice of its objection within ninety-(90) days following receipt.
These Bylaws must at all times be consistent with the Bylaws of the College. Should the Bylaws of the College be changed in a manner as to render these Bylaws inconsistent therewith, then these Bylaws shall be amended within two-(2) years of written notification of amendment of the College Bylaws to eliminate said inconsistency.
The Chapter adopted the latest revision to these Bylaws on: _18th of February, 2021_____________.
Section 6 – Date of Approval by College
The College most recently approved these bylaws on: _March 17th, 2021_______.