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ASSOCIATION OF OSTEOPATHIC DIRECTORS AND
MEDICAL EDUCATORS (AODME)
BYLAWS
1.0 NAME & STRUCTURE
1.1 The name of this corporation shall be: "Association of Osteopathic Directors and Medical Educators" (AODME).
1.2 AODME is a 501(c)(6) as designated by the Internal Revenue Service and is registered in the State of Illinois.
1.3 AODME is a non-practice affiliate of the American Osteopathic Association.
2.0 PURPOSE
2.1 The purpose of this organization is described in its mission statement as follows: “ The mission of the AODME is to provide leadership, training and advocacy for medical educators and directors in the osteopathic profession. We are dedicated to improving the education and development of osteopathic students, interns, residents and fellows.”
2.2 This corporation is organized exclusively for scientific and educational purposes as a non-profit corporation, and its activities shall be conducted for the aforesaid purposes in such manner that no part of its net earnings will inure to the benefit of any member, trustee, officer or individual. Upon dissolution or termination of the affairs of the corporation, after all debts have been satisfied, any remaining assets shall be distributed to a charitable, scientific or educational institution(s) which then qualify under the provision of Section 501(C)6 of the Internal Revenue Code and its regulations as they now exist or as they may be hereafter amended. Such institution(s) shall be selected by the surviving authority of the organization.
3.0 CORPORATE POWERS
3.1 All of the corporate powers of the Corporation not expressly reserved to the members by law, or elsewhere given to the members in these Bylaws, shall be vested in the AODME Board of Trustees.
4.0 MEMBERSHIP
4.1 The membership year shall commence on July 1 and end on June 30 of the succeeding year.
4.2 The classes of membership in the Association shall be Active, Associate, Retired, and Honorary.
4.2a Active Membership
By action of the Board of Trustees of AODME, Active Membership may be granted to:
osteopathic and allopathic physicians who are Medical Directors, Directors of Medical Education, Program Directors or medical educators in other leadership positions; osteopathic and allopathic physicians who hold titles which indicate leadership in medical education/administration in an osteopathic pre- or post-doctoral medical education program; or those individuals who are not physicians but medical educators (e.g., Ph.D., Ed.D.) with titles which indicate leadership and/or active involvement in medical education/administration in American Osteopathic Association- accredited institutions (e.g. Administrative Director of Medical Education, Associate Director of Medical Education, College of Osteopathic Medicine Dean, College of Osteopathic Medicine Department Chair, OPTI Officer, etc.) and programs established as part of the college/hospital affiliated internship/residency/fellowship program (e.g. Administrative Director of Medical Education, Associate Director of Medical Education, etc.), or Colleges of Osteopathic Medicine. An active member shall enjoy all rights and privileges of the Association including the right to vote, serve on committees, and hold elective office. Active members are required to attend at least one annual meeting every other year. Each active member will be assigned to one of the following sub-categories:
- HOSPITAL – DME, ADME, or hospital-based administrative employees.
- COLLEGE – Dean or academic (basic or clinical) faculty members who are employed by an osteopathic college.
- OPTI – Academic and administrative officers of an OPTI (Osteopathic Postdoctoral Training Institution).
- SPECIALTY COLLEGE – Program Director, Associate Program Director, or clinical faculty who spend the majority of their time in an osteopathic undergraduate or graduate medical education clinical training position.
4.2b Associate Membership
By action of the Board of Trustees of AODME, Associate Membership may be granted to:
Staff that support the activities of medical directors, directors of medical education, medical educators (i.e. those with a title that indicates leadership in medical education/administration in an osteopathic pre-or post-doctoral medical education program), or individuals who have an interest in osteopathic medical education and support and promote medical education, but are not otherwise qualified for Active Membership, may be recommended for this category. Associate members may serve on committees. Associate members are ineligible to hold an association office and have no voting privileges.
4.2c Retired Membership
By action of the Board of Trustees of AODME, Retired Membership may be granted to:
An individual who is retired from all administrative and/or clinical practice activities, and who has been an Active member of AODME for 3 or more years but who is not otherwise qualified for membership. Retired members may serve on committees. Retired members are ineligible to hold an association office and have no voting privileges.
4.2d Honorary Membership
By action of the Board of Trustees of AODME, Honorary membership may be granted to:
Individuals or organizations who have contributed materially to osteopathic education over an extended period. Honorary membership is bestowed upon an individual or organization upon the recommendation of the Board of Trustees and with the approval of the membership. An Honorary member shall be excused from the payment of dues. Honorary members are ineligible to hold an association office, shall not vote or serve on committees.
4.3 The membership application process shall be established by the Board of Trustees, shall become a policy of the Association, and shall be outlined in the Association’s policy and procedures manual.
5.0 DUES
5.1 Annual dues for all membership categories shall be established by the Board of Trustees annually.
5.2 Dues shall be prorated after six months in the fiscal year for new members. Renewing members shall pay the annual dues rates. Unpaid previous years’ dues shall be owed at time of renewal in order to be a member in good standing.
5.3 If the dues of a required DME member shall have been paid by his/her hospital, and he/she no longer qualifies for membership in the Association, the unused portion of the dues may be applied to the membership of his/her successor from that hospital.
5.4 A member whose dues remain unpaid on October 1, without explanation satisfactory to the Board of Trustees may be suspended and so notified in writing by the Treasurer. A suspended member shall lose all rights and privileges in the Association until his/her dues shall have been paid.
5.5 A member, whose dues remain unpaid on December 1, without explanation satisfactory to the Board of Trustees, may be dropped from the membership of the Association and may have to reapply for membership.
6.0 MEETINGS
6.1 There shall be an Annual Meeting of the membership of the Association. The Annual Meeting shall be held at such time and place as determined by the Board of Trustees. The Secretary shall give written notice by mail, email, or other electronic means of the time and place of the Annual Meeting at least thirty (30) days prior to the date of the Annual Meeting.
6.2 Special meetings of the Association may be called by the President, or at the request in writing of twenty percent (20%) of the Active membership. The Secretary shall give at least fourteen (14) days notice of such meeting by mail, email, or other electronic means and such notification shall state the purpose for which the Special Meeting is being called. No other business is to be conducted at such Special Meeting.
6.3 A quorum shall consist of one-third of the Active membership present during a Special Meeting or an Annual Meeting.
6.4 All meetings shall be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised.
7.0 BOARD OF TRUSTEES
7.1 The Board of Trustees shall consist of the President, the President-Elect, the Immediate Past-President, the Secretary, the Treasurer, elected Regional Trustees, and elected Sub-Category Trustees within the Active Membership. Regional Trustees shall serve a term of three (3) years and may not serve more than two (2) consecutive three-year terms. Sub-Category Trustees shall serve a term of one (1) year and may not serve more than 3 consecutive one-year terms. A Sub-Category Trustee may run for additional three consecutive one-year terms after one election cycle has been completed from when he/she last held office. Trustees may not serve beyond the aforementioned term limits except that the President, President-Elect, Immediate Past President, Secretary, and Treasurer will automatically be continued on the Board to carry out the terms of their respective elected office. A Trustee, filling a vacated position, will be eligible for election to two (2) consecutive three-year terms. Members of the Board of Trustees who are osteopathic physicians must maintain membership in the American Osteopathic Association (AOA).
7.2 Regional Trustee Members
The 50 states and the District of Columbia shall be divided into appropriate regions following geographic and functional relationships. The regions shall be represented based by membership and shall be established by the Board of Trustees when necessary and approved by the membership.
7.3 To qualify for membership on the Board of Trustees a candidate must have been an Active member of AODME for the two (2) years prior to his/her election, must have experience in medical education, and must have attended at least one-half of the Association meetings during that time.
7.4 Each region shall elect one Trustee to the Board from and by the Active members within that region. One-third (1/3) of the regions shall hold elections each year.
7.5 In addition to the regional selection of Trustees, each active membership sub-category shall elect one Trustee to the Board from and by the Active members within that sub-category. Elections for each sub-category Trustee position will be held each year.
7.6 In all regions and the active membership sub-categories, the election for Trustee representatives shall be conducted by the Secretary of the Association. Starting at least 120 days prior to the Annual Meeting, the Secretary will notify the Active membership of that region and sub-category of the pending election and request written nominations. At least ninety (90) days prior to the Annual Meeting, the Secretary shall contact those members nominated to ascertain their willingness to serve as a candidate. The Secretary shall then prepare and send a mail or electronic ballot, with the names of those persons nominated and willing to serve, to the voting members of the region and each sub-category requesting a response within thirty (30) days. If a candidate receives a majority of those votes cast within the thirty (30) day period, that member is elected. If no majority is reached by any one candidate, a second ballot is sent listing only the names of the candidates receiving the two highest votes in the first ballot.
7.7 If a Trustee vacancy occurs with more than six months remaining in their term, the unexpired portion of the term shall be filled by action of the Executive Committee until the next election cycle.
7.8 Members of the Board of Trustees, after being elected, shall assume their positions on the Board at the Annual Meeting of the Association just prior to the election of officers.
7.9 It shall be the duty of the Board of Trustees to carry on the business affairs of the Association pursuant to the provisions of these Bylaws and the Association’s policy and procedures manual.
7.10 The Board of Trustees shall meet annually and at such times as determined by the Board. The Secretary shall give written notice by mail, email, or other electronic means to all Trustees and Officers of the date, place and time of all regularly scheduled meetings of the Board and/or the Executive Committee at least fifteen (15) days prior to the meeting.
7.11 Special meetings of the Board of Trustees may be called at any time by the President or upon written request of at least three (3) Board members. The Secretary shall give at least fifteen (15) days written notice by mail, email, or other electronic means to the members of the Board of the date, time and place of such a Special Meeting and the purpose for which the meeting has been called, unless all members of the Board agree to a shorter notice, and as a first item of business waive the requirement by an affirmative vote of all members present.
7.12 At any meeting of the Board, a quorum shall consist of one-third (1/3) of the Board members.
7.13 A Trustee may resign at any time by giving written notice to the President. 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.
7.14 A Trustee may be removed either by a two-thirds (2/3) vote of the Board of Trustees at any meeting of the Board at which a quorum is present provided that the Trustee under consideration is provided with a written explanation, at the discretion of the Board of Trustees, as to why the Trustee is being removed, and that an opportunity for a hearing before the Board has been offered; or by a two-thirds (2/3) vote of those who elected the Trustee.
8.0 OFFICERS
8.1 The Officers of the Association shall be the President, President-Elect, Immediate Past President, Secretary and Treasurer. These officers shall constitute the Association’s Executive Committee.
The Executive Committee shall conduct business on behalf of the Association in between Board of Trustee meetings and will report all activities to the Board. Each member of the Executive Committee will serve as the chair for one of the Association’s six standing committees.
8.2 The President shall succeed from the elective office of President-Elect. The President shall serve for a term of two (2) years except when the position becomes vacant before the Annual Meeting when he/she shall serve from that time to the Annual Meeting plus two (2) years. He/she shall preside at all meetings of the Association, Executive Committee and the Board of Trustees. He/she shall appoint members to all committees, create ad hoc committees and be a member ex-officio of all committees.
8.3 When the office of President becomes vacant for any reason, the President-Elect automatically becomes the President.
8.4 The President-Elect shall be elected from the membership of the Board of Trustees by the membership of the Association at its Annual Meeting, to serve for a term of two (2) years. He/she shall carry out all of the duties assigned to him/her by the President. If a vacancy should occur and less than one year remains for the term of office, then no action shall be taken until the next Annual Meeting. If more than one year remains for the term of office, the Association shall conduct a special election by mail ballot.
8.5 The Immediate Past President will serve until he/she is succeeded. He/she will serve as a member of the Board of Trustees. He/she shall carry out all of the duties assigned to him/her by the President.
8.6 The Secretary shall be elected from the Active membership of the Association by the membership, at its Annual Meeting, to serve for a term of two years. He/she shall make and preserve all records and proceedings of all meetings of the Association and the Board of Trustees. . He/she shall perform other such duties as may be assigned by the President or Board of Trustees. If a vacancy should occur, then the Board of Trustees shall fill the unexpired term until the next regular election.
8.7 The Treasurer shall be elected from the active membership of the Association by the membership, at its Annual Meeting, to serve for a term of two years. He/she shall receive, protect and dispense funds of the Association as directed by the Board of Trustees. He/she shall be covered by bond in an amount determined by the Board of Trustees and paid for by the Association, and such bond shall be kept on file in the Association offices. He/she shall perform other such duties as may be assigned by the President or Board of Trustees. If a vacancy should occur, then the Board of Trustees shall fill the unexpired term until the next regular election.
8.8 Any incumbent officer who by virtue of employment circumstances, no longer qualifies as an Active member of the Association, may remain in office for a period not to exceed one (1) year at which time he/she must submit a resignation from the office and the position will become vacant. Such vacancy shall be filled as outlined in these Bylaws..
9.0 ELECTIONS
9.1 The Nominating Committee shall publish a slate of candidates to be voted upon for all vacant offices at least thirty (30) days prior to the Annual Meeting. Additional nominations may be made in writing to the Secretary at least fifteen (15) days prior to the Annual Meeting.
9.2 Voting shall occur at the Annual Meeting, and the candidate for each office receiving a majority of the votes cast shall be declared elected and shall take office. When there is only one candidate for a given office, the ballot may be cast by appropriate motion and voice vote.
10.0 COMMITTEES
10.1 The standing committees of the Association shall be the following: Credentials & Membership, Nominating, Program/Education, Finance, Bylaws, and Ethics.
10.2 The Credentials and Membership Committee shall consist of not less than three members. It shall be the duty of this committee to promote membership in the Association, to determine the qualifications of all candidates proposed for membership, and to recommend appropriate membership classification.
10.3 The Nominating Committee shall consist of the President, President-Elect and the Immediate Past President. It shall be the duty of this committee to nominate candidates for the various offices of the Association and identify which offices will be vacant. The Nominating Committee shall present at least one candidate for each office to be voted upon to the membership.
10.4 The Program/Education Committee shall consist of not less than three members. It shall be the duty of this committee to develop the program for the Annual Meeting and programs for other meetings or conferences which the membership may approve. The chair of the Program/Education Committee may appoint subcommittees as he/she deems necessary.
10.5 The Finance Committee shall consist of not less than three members, in addition to the Treasurer, who shall act as chair of the committee. It shall be the duty of this committee to quarterly review the books of the Association and report its findings to the membership at the Annual Meeting. The committee shall also assist in the preparation of a budget for the following year.
10.6 The Bylaws Committee shall consist of not less than three members. It shall be the duty of this committee to review the Bylaws of the Association from time to time, and prepare amendments in accordance with the actions of the membership or the Board of Trustees, to be submitted to the membership for approval at an Annual Meeting.
10.7 If an Ethics Committee is appointed by the President, it shall consist of not less than three members, one of whom shall be a member of the Board of Trustees who shall act as chair. It shall be the duty of this committee to act upon all matters relating to non-compliance with these Bylaws except those having to do with payment of dues.
10.8 Ad hoc committees may be appointed by the President, as the need arises,.
10.9 A majority of the membership of any committee shall constitute a quorum.
11.0 THE COLLEGIUM OF FELLOWS
11.1 The Collegium of Fellows shall be an assembly of members who are honored by the award of Fellow in recognition of long and meritorious service to AODME. The members’ service shall be determined primarily by attendance, committee service, and in program participation, presentation/ lecturing; and secondarily to the osteopathic profession while active in a medical specialty area and/or a professional occupation/career related to osteopathic medicine/medical education, and to osteopathic fields outside of the AODME. When awarded, the recipient is entitled to use the initials FAODME following his/her name and degree, whenever appropriate.
11.2 The status of Fellow shall be awarded by the Association for life to any AODME member who qualifies, is appropriately sponsored, and is voted to that status by the Fellows pursuant to the established regulations.
11.3 These regulations governing the Collegium, which are outlined in the Association’s policy and procedures, may be amended only by a two-thirds (2/3) vote of all voting Fellows not less than thirty (30) days after written notice of the change by mail, email, or other electronic means to all Fellows of the Association. Fellows are eligible to vote for life in Collegium matters. After the vote of members of the Collegium, regulations governing the Collegium can only be amended by changing the Association Bylaws and/or the policy and procedures manual.
11.4 These regulations shall include all requirements, with a detailed system by which any Active member can demonstrate that he/she qualifies by a broad involvement with the Association, his/her hospital, and his/her profession.
11.5 The Collegium may waive any of the requirements for an individual member, or declare other accomplishments to be equivalent to any specific requirement by a two-thirds (2/3) vote of all voting Fellows after informing all Fellows of the details and reasons for exception.
11.6 The Collegium, at the Annual Meeting of the Association at which elections are held, will elect a Chairperson from its membership for a term of two years. The Chairperson shall be elected via a quorum from those Fellows who qualify, and may not serve two consecutive terms. To qualify to be Chairperson of the Collegium, a candidate must have been an Active or Honorary member of AODME for the two (2) years prior to his/her election and must have attended at least one-half of the Association meetings, and Collegium meetings, during these two (2) years.
11.7 The Collegium shall meet at the Annual Meeting of the Association to consider any matters, and to be advisory to the Board of Trustees, any committee, or the Association as requested.
11.8 At any meeting of the Collegium of Fellows, a quorum shall consist of: a minimum of the Chairman (1) and five (5) members.
12.0 AFFILIATED ORGANIZATIONS
12.1 Upon application from any organization for a charter as an affiliated organization, the Board of Trustees shall investigate such organization and, upon satisfactory proof of a general agreement in policy and governing rules with those of this Association, shall recommend to the membership the issuance of such a charter.
12.2 This Association shall not issue a charter of affiliation to any organization, which duplicates the function or prerogatives of this Association.
12.3 Such organization being approved as an affiliate shall have as their membership, membership in the Association of Osteopathic Directors and Medical Educators.
13.0 FISCAL YEAR
13.1 The fiscal year shall commence on July 1 and end on June 30 of the succeeding year
14.0 ETHICS
14.1 Discipline of members of the Association under these Bylaws shall be the prerogative of the
Membership of this Association acting upon recommendation of the Ethics Committee and the Board of Trustees.
14.2 Any infraction of the provisions of these Bylaws, except that having to do with the payment of dues, which is otherwise provided for, shall be referred to an Ethics Committee for their evaluation, and said committee shall report its findings to the Board of Trustees. The Board shall submit to the involved member, in writing, the nature of the charges being brought against him/her by certified or registered mail, return receipt requested. The involved member shall have the right to appear before the Board of Trustees, with legal counsel if he/she so desires, at a time and place determined by the Board. Any action taken by the Board of Trustees shall require a vote of two-thirds of the Board. Should the Board of Trustees decide that the charges are unsupported, the Board shall notify the involved member in writing, and the matter shall be closed. Should the Board of Trustees decide that the charges are supported, the Board shall notify the involved member in writing, by certified mail, return receipt requested, that all his/her privileges in the Association are to be suspended. A member shall have the right of appeal to the Board of Trustees prior to the next Annual Meeting, but if he/she does not appeal in writing within ten (10) days of receipt of his/her notice, which shall include this Article, the suspension shall be effective. If he/she does request an appeal, the member's rights and privileges in the Association shall remain intact until final action is taken. Time and place for such an appeal shall be determined by the Board of Trustees. Should the action of the Board, following the appeal, still remain unfavorable to the member or if no appeal is sought, the Board of Trustees shall reports its findings and action to the membership of the Association at the next Annual Meeting for their consideration.
14.3 The recommended action of the Board of Trustees shall be either affirmed or rejected by the membership of the Association. An affirmative vote of two-thirds (2/3) of those members present and qualified to vote shall be required. Should the vote of the membership be adverse to the involved member, his/her name shall be dropped from the membership of the Association, and he/she shall be so notified in writing. Should the vote be favorable, he/she shall remain a member in good standing and the case shall be closed.
15.0 AMENDMENTS
15.1 These Bylaws may be amended by a vote of two-thirds (2/3) of the voting members present at any Annual Meeting of the Association, provided that written notice of such amendment, the text thereof, and the reasons therefore are mailed and/or electronic means are used to all members of the Association at least thirty (30) days prior to the meeting at which action is to be taken. The Bylaws also may be amended by a vote of two-thirds (2/3) of members responding to a mail ballot provided that the text thereof and the reasons therefore are mailed to all members of the Association at least thirty (30) days prior to the deadline for response.
15.2 These Bylaws and any amendments thereto shall be subject to review by the Board of Trustees of the American Osteopathic Association.
Approved: April 2008
Proposed Revisions March 2008
Approved: May 2006
PROPOSED REVISIONS February 2006
Approved: July 2005
Proposed Revisions March 2005
Approved: October 2004
Proposed Revisions September 2004
Approved: Approved October 2003
Proposed Revisions: May 2003
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