CONSTITUTION AND BYLAWS
TENNESSEE CHAPTER, AMERICAN ACADEMY OF PEDIATRICS
TENNESSEE PEDIATRIC SOCIETY
(Last Revision: January, 2004)
CONSTITUTION
ARTICLE I
Name
The name of this organization shall be: "Tennessee Chapter of the American Academy of Pediatrics and Tennessee Pediatric Society."
ARTICLE II
Mission and Statement of Purpose
Mission Statement: The Tennessee Chapter of the American Academy of Pediatrics and Tennessee Pediatric Society is committed to being a leading advocate and authority for the welfare of infants, children, adolescents, and their families, as well as for the pediatricians who care for them.
Statement of Purpose: To bring the pediatricians, allied health providers, and other child advocates into closer relationship with each other so that:
1. Problems related to the general welfare of infants, children, adolescents and young adults of Tennessee may be upheld and improved.
2. To increase the knowledge of specific areas of infants, children, adolescents and young adult's health, including the treatment of illness, the prevention of disease, the active promotion of preventive health, and further providing information on medicolegal problems, management problems, and state and national health programs.
3. To further the policies of the American Academy of Pediatrics at the state level.
ARTICLE III
Membership
Section 1. Classification of Members.
There shall be two (2) main classifications of members: Fellows of the American Academy of Pediatrics (AAP) and Members. Of the latter, there shall be five (5) classes:
1. Active Members
2. Honorary Members
3. Military Members
4. Retired Members
5. Associate Members
Section 2. Qualifications.
1. A. Fellows: Fellows of the American Academy of Pediatrics in good standing practicing or residing in the State of Tennessee.
B. Resident Fellows: A resident fellow of the American Academy of Pediatrics (qualifications defined in the AAP Bylaws, Article I) may be a member. He shall not hold office, shall pay no dues, and shall not vote. He shall receive the newsletter.
C. Candidate Fellows: Same as Fellows (qualifications defined in the AAP Bylaws, Article I, Section D, 1-3).
2. Members: Any person who is a citizen of the United States, licensed to practice medicine in Tennessee and is recommended by a Fellow or a member of the Tennessee Chapter of the American Academy of Pediatrics and Tennessee Pediatric Society and the Membership Chairman to the Board of Directors. The Board of Directors has the authority to accept or reject an applicant.
A. Active Members: Any duly accepted member shall have the same rights and privileges as a Fellow to vote and hold any office within the organization except that of Chapter President or Chapter Vice-President.
B. Honorary Members: Any person who has rendered distinguished service in the field of Pediatrics shall be eligible for election to honorary membership in the Chapter. Honorary membership may be conferred, by a majority vote of the active members and the Fellows, on any person holding the qualifications therefore. He/she shall not be required to pay dues and shall not vote or hold office.
C. Military Members: Any active member of the Chapter who shall enter the Armed Services of the United States on active service shall be eligible for transfer to Military membership, during his/her military service, upon application to the Board of Directors. During this time, his/her dues shall be suspended. A physician in the Uniformed Forces on active duty in Tennessee may be eligible as a Military member, he/she may also hold office and have a vote, and he/she shall pay dues and assessments.
D. Retired Members: Any Fellow or active member in good standing who has retired from practice and has not pursued another career may be granted Retired membership. Retired members shall pay dues and have the right to vote identical to Active Members or Fellows, depending on their national status.
E. Associate Members: The Associate Members, which are pediatric dentists, have the right to be listed in the membership directory and to serve on committees. They do not have the right to sponsor applicants for membership, to vote on any matter, to serve as officers of the Chapter, or to use the designation "FAAP".
Section 3. Election to Membership - Application Process.
New members shall be nominated by a member or a Fellow. An application for membership shall be submitted in writing to the Membership Chair who shall approve the application pending confirmation by the Board of Directors or Executive Committee. The Membership Recruitment Chair shall recommend to the Board of Directors or Executive Committee, after review of the credentials of the applicant, that the application be confirmed. Fellows of the American Academy of Pediatrics cannot be denied Chapter membership.
Section 4. Rights and Duties of Fellows and Members.
1. Fellows: Fellows shall have the right to attend, take part in and vote at all regular or special meetings of the Chapter. They may attend all Board of Directors meetings, but do not have the right to vote. They will be eligible for any office or honor within the Chapter. They shall pay annual dues such as shall be affixed by the Board of Directors.
2. Members: Active members shall have the same privileges as Fellows and pay the same dues, with exception of not being eligible to hold the office of Chapter President or Chapter Vice-President.
Section 5. Termination of Membership.
1. Delinquency of Fees: All Fellows or members required by these Bylaws to pay dues and/or assessments shall become delinquent after failure to pay such dues or other fees or assessments. If dues and/or assessments are not paid thirty (30) days prior to the expiration of the fiscal year, delinquent Fellows or members shall be deprived of the privileges of membership.
2. Termination of Membership - Due Process: Membership may be terminated for sufficient cause, such as violation of the Bylaws or any other lawful rules duly adopted by the Chapter, or by conduct prejudicial to the interests of the Chapter. Suspension or expulsion shall be by two-thirds (2/3) vote of the entire Board of Directors, but only after fulfillment of the following conditions:
A. A statement of the charges shall be sent by certified or registered mail to the last recorded address of the member in question at least twenty (20) days before the date of the meeting at which time the Board of Directors shall consider the matter.
B. This statement shall be accompanied by a notice of the time and place of such meeting.
C. The member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to such charges before action is taken.
D. The Board of Directors shall assure the member the right to impartial hearing.
E. Upon termination of membership, all rights and privileges of the fellowship in the Chapter shall be forfeited and terminated.
3. Resignation: Notification of resignation shall be submitted in writing for action by the Board of Directors. A member’s resignation shall not relieve the member of any dues or special assessments owed at the time of the member’s resignation. All rights and privileges of a member shall terminate upon the acceptance by the Board of Directors of the resignation.
4. Reinstatement: Fellows or members terminated for delinquency shall be reinstated upon payment of arrears in dues, fees and assessments.
5. Leave of Absence: Applications for leaves of absence must be submitted in writing. The Board of Directors may grant a leave of absence for one year. Outstanding debts to the Chapter must be paid before a leave of absence can be granted. Members on leave of absence shall be excused from payments of membership dues and special assessments to the Chapter and shall forfeit all privileges of active membership. Membership is restored after one year, unless another year of leave of absence is applied for and granted.
ARTICLE IV
Amendments
Section 1. In order to amend either the Constitution or the Bylaws, any proposed amendment shall first be submitted to the Board of Directors for its consideration.
Section 2. The Board of Directors shall then submit its report and opinion of the proposed amendment in writing to the Secretary. The Secretary, in turn, shall forward the proposed amendment, along with the recommendations of the Board of Directors, to the membership at least one (1) month prior to the annual meeting.
Section 3. To amend the Constitution, a two-thirds (2/3) majority of the members voting at the annual meeting shall be necessary. To amend the Bylaws, a two-thirds (2/3) majority of those present voting at the annual meeting shall be necessary.
Section 4. If a question arises necessitating a decision before the next annual meeting, the Constitution or Bylaws may be amended by a written vote, provided the proposed change is properly presented to the Board of Directors and Secretary, as specified under Sections 1 and 2 of this Article, and the ballots mailed to the membership of the Chapter at least one (1) month before the ballots shall be counted.
A two-thirds (2/3) majority of those mailing in votes on a constitutional amendment, or an amendment to the Bylaws, shall constitute a legal vote on an amendment in either case.
ARTICLE V
Rules
The following rules shall conclusively bind the corporation and all persons acting for or in behalf of it:
1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, officers, Board of Directors, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. Notwithstanding any other provision of these Bylaws, the corporation shall not carry on any other activities not permitted to be carried on:
A. By a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), or
B. By a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
2. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(6) or 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by the appropriate court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
3. The corporation shall not adopt any practice, policy or procedure which would result in discrimination on the basis of race, gender, age, religion or creed.
BYLAWS
ARTICLE I
Officers
Section 1. Officers.
1. Chapter President (Two-Year Term)
2. Chapter Vice President (Two-Year Term)
3. Secretary-Treasurer (Two-Year Term)
4. Chair of the Council of Past Presidents (Two-Year Term)
Section 2. Terms of Office and Duties
1. The Chapter President shall be a Fellow of the American Academy of Pediatrics and shall be Chairperson of the Board of Directors. He/She shall preside at all business meetings and at the Board of Directors meetings. He/She shall be responsible for committee and task force assignments. He/She shall be the chief liaison with the American Academy of Pediatrics, and it shall be his duty to keep the Chapter abreast of happenings at the national level. He/She shall serve a term of two (2) years and shall not succeed himself.
2. The Chapter Vice President shall hold the same term of office and the same restrictions shall apply to his office. He/She shall automatically become Chapter President at the end of the Chapter President’s term of office, or shall act as Chapter President if the Chapter President is unable to do so.
3. The Secretary-Treasurer shall perform the ordinary duties of his office. He/She will render an annual Chapter report and a financial report at the annual meeting. At the discretion of the Board of Directors, he/she may be bonded. His term of office shall be for two (2) years and membership in the American Academy of Pediatrics is not required.
4. Fellows At-Large: These shall be representatives so selected that no pediatrician in the state is left without representation in the Chapter business. These may be Fellows or active members.
A. Any organized local pediatric society with more than ten (10) members may elect a representative to serve two (2) years. Each local society shall elect its representative and shall notify the Secretary-Treasurer of the person.
B. There shall be six (6) Fellows At-Large elected to serve staggered three (3) year terms- two (2) At-Large member for each grand division of the state. Voting members will vote only for the Fellow At-Large candidates in their Grand Division. It shall be the duty of the elected Nominating Committee to select candidates for Fellows At-Large to be representatives of the membership.
5. The Membership Chair shall be the chair of the Committee on Membership and Recruitment and must be a Fellow of the American Academy of Pediatrics. As a committee chair, this position shall be appointed and removed at the direction of the Chapter President.
6. The Program Chair is responsible for up to two (2) CME-related meetings during the year-long term and will work with the local pediatric society and/or the pediatric department chair or program coordinator for the medical school in the city in which the meeting will be held. Membership in the American Academy of Pediatrics is not necessary in order to hold this office. This position shall be appointed and removed at the direction of the Chapter President.
7. The Chair of the Council of Past Presidents shall be the most recent past president and shall be a voting member of the Board of Directors. When a Chapter President completes his/her term, he/she automatically becomes the Chair of the Council of Past Presidents. If for some reason the past president declines this position, then the remaining past presidents of the Chapter will elect another of the Council to serve as Chair.
8. The Nominating Committee Chair shall be the Chair of the Nominating Committee, which is a one-year term elected by the Board. Membership in the American Academy of Pediatrics is not required to hold this position.
ARTICLE II
Board of Directors
Section 1. The Board of Directors shall consist of the Chapter President, Chapter Vice President, Secretary-Treasurer, Membership Chair, Program Chair, Nominating Committee Chair, Chair of the Council of Past Presidents, representatives from any local organized pediatric society with more than ten (10) members, and six (6) Fellows At-Large, all of which must be current dues-paying members.
Section 2. This committee shall meet at the CME-related meetings, as well as at least one independent meeting per year. In addition, the Chapter President shall call a special meeting upon request of any two(2) members of the Board of Directors. The Secretary-Treasurer shall give notice, and a majority of the committee shall be present to constitute a quorum.
Section 3. Newly elected officers shall assume their duties on January 1 following their election to office, except the Program Chair, who shall take office in an adequate amount of advance time of the scheduled annual meeting.
Section 4. An Executive Committee of the Board of Directors shall be comprised of the Chapter President, Vice-President, Secretary-Treasurer, Immediate Past President, and one At-Large member elected from and by the remaining members of the Board. The Chair of the Executive Committee shall be the Chapter President. This Executive Committee shall be authorized to meet and make decisions when needed between meetings of the Board of Directors.
Section 5. The academic Pediatric Department Chairperson of each College of Medicine in Tennessee, including the University of Tennessee Clinical Centers at Chattanooga and Memphis, Vanderbilt University, Meharry Medical College and East Tennessee State University shall serve as ex-officio members of the Board of Directors.
Section 6. Any past Chapter President shall serve in an ex-officio capacity and shall be represented as a voting member on the Board of Directors only by the Chair of the Council of Past Presidents.
ARTICLE III
Nominating Committee
Section 1. The Nominating Committee shall consist of two (2) past presidents, two (2) voting Board members, and one (1) department chair, all to be elected by the Board. Among these, the Board shall also elect the Nominating Committee Chair.
ARTICLE IV
Powers and Duties of the Board of Directors
Section 1. The powers and duties of the Board of Directors shall be those ordinarily performed by an executive board.
Section 2. The Board of Directors shall pass upon the eligibility of all applicants for membership to the Society/Chapter, unless there is a dissenting vote from a member in good standing. (Dissenting votes should be in writing with the reasons for the dissenting votes stated and signed.)
ARTICLE V
Fiscal Year, Dues and Assessments
Section 1. The fiscal year shall be the same as the American Academy of Pediatrics fiscal year, July 1 through June 30.
Section 2. Dues shall be set by the Board of Directors, subject to the approval of the majority of the members present and voting at the annual meeting.
Section 3. Dues may be waived for just cause by the Board of Directors.
Section 4. Assessments may be levied on recommendation of the Board of Directors, with the approval of the majority of the members present and voting at the annual meeting.
Section 5. The Board of Directors is empowered to defray all or part of the expenses of officers and committees for the performance of official business.
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