AMENDED AND RESTATED BYLAWS OF THE
MICHIGAN ACADEMY OF PHYSICIAN ASSISTANTS INC.
Adopted and Effective as of June 12, 2013
Note: The masculine pronouns "he" and "his" may represent male or female gender.
100.01 ARTICLE I: NAME
The name of this organization shall be the Michigan Academy of Physician Assistants Inc., herein referred to as the “Academy”.
100.02 ARTICLE II: OFFICES
100.02.01 PRINCIPAL OFFICE
The principal office of the corporation is located in Washtenaw County, State of Michigan.
100.02.02 CHANGE OF ADDRESS
The principal office of the Academy will be determined from time to time by the Board of Directors.
100.02.03 OTHER OFFICES
The Academy may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
100.03 ARTICLE III: SPECIFIC NONPROFIT OBJECTIVES AND PURPOSES
The Academy is a constituent chapter of the American Academy of Physician Assistants (the “AAPA”). The Academy is organized and shall be operated for philanthropic, educational and scientific purposes and such other terms as its members desire. In furtherance of these purposes, through appropriate
mechanisms, the Academy shall:
Represent physician assistants and student physician assistants in order to maximize the benefit of their services to the public and their stakeholders;
Encourage its membership to render quality services to the health profession and the general public;
Encourage its membership to abide by the AAPA code of ethical conduct;
Develop, sponsor, and evaluate continuing medical education programs for physician assistants;
Be proactive in the continuing development of the physician assistant role;
Develop, coordinate, and participate in studies having an impact, direct or indirect, on the physician assistant profession;
Serve as a public information center with respect to its members, health professions, government agencies, and the general public;
Represent its members in matters of legislation in order to maintain and further develop the practice of the profession;
Assist its members in developing awareness and proficiency in diversity issues; and
Provide education and direction to its members with legal and impairment issues.
Notwithstanding any other provision of these Bylaws, the Academy shall exercise its powers, rights and privileges, whether conferred by this instrument, or by the laws of the State of Michigan, or otherwise, only in furtherance of its educational and scientific purposes.
100.04 ARTICLE IV: CLASSES OF MEMBERSHIP
Membership in the Academy shall consist of individuals who meet the requirements for membership as herein defined. No member shall hold more than one membership in the Academy. There is no limit on the number of members the Academy may admit. A record of current members will be kept at the principal office. A member of this Academy is not, as such, personally liable for the debts, liabilities, or obligations of the Academy. No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death or termination of membership.
100.04.02 TYPES OF MEMBERSHIP
Membership in the Academy shall consist of (a) Fellow Members, (b) Associate Members, (c) Student Members, (d) Honorary Members, (e) Affiliate Members, and (f) such other members as may be recognized by the Board of Directors.
100.04.03 FELLOW MEMBERS
A fellow member shall be a physician assistant who is a graduate of an accredited educational program and/or who is certified by an agency recognized by the Board of Directors. Fellow members shall have full voting rights and shall be eligible to hold office. Fellow members shall be required to pay dues annually unless dues are waived on an annual basis by a majority vote of the Board of Directors.
100.04.04 ASSOCIATE MEMBERS
An associate member shall be a physician assistant who is a graduate of an accredited educational program and/or who is certified by an agency recognized by the Board of Directors, but who resides out of state, is retired or otherwise inactive from clinical practice. Associate members shall be required to pay annual dues and are entitled to the privileges of the floor, but shall not be entitled to vote or to hold office.
100.04.05 STUDENT MEMBERS
A student member is an individual who is enrolled in a physician assistant program approved by the Accreditation Review Commission on Education for the Physician Assistant or successor agency accredited or provisionally approved physician assistant program. They shall not be entitled to vote, hold office, nor chair committees except as provided in the Administrative Policy. A student Advisory Committee shall represent the concerns of students as defined in Policy. Student members shall be required to pay dues.
100.04.06 HONORARY MEMBERS
Honorary membership may be conferred upon persons who have rendered distinguished service to the physician assistant profession in Michigan, upon the recommendation and vote of the Board of Directors. Honorary members shall have all the rights and privileges of the Academy with the exception of voting, holding office and/or chairing committees. They shall be exempt from the payment of dues.
100.04.07 AFFILIATE MEMBERS
Affiliate members shall consist of individuals who do not qualify for any other membership category. Affiliate members shall be entitled to the privileges of the floor, but shall not be entitled to vote or to hold office. Affiliate members shall be required to pay annual dues.
100.04.08 MEMBERSHIP APPLICATIONS
All applications for membership shall be in writing or electronic in an application format approved by the Board of Directors. Membership shall become effective immediately upon approval of application and payment of dues. There shall be issued to each member a certification of membership in such form as may be determined by the Board of Directors; title to such certification remains at all times with the Academy.
100.04.09 MEMBERS UNDER DISCIPLINE
Any member who is under sentence of suspension or expulsion pursuant to Article X of these Bylaws shall not be entitled to any of the rights or benefits of this Academy or be permitted to take part in any of the proceedings until the member has been reinstated.
100.04.10 EQUALITY OF MEMBERS
Membership in the Academy shall not be based on gender, color, creed, race, religion, sexual orientation or ethnic origin.
100.05 ARTICLE V: ELECTIONS
The elections committee, subject to the approval of the Board of Directors, shall establish all rules and regulations governing the elections.
The Elections Committee shall direct the Academy administrator to distribute an electronic ballot at the opening of the election on May 1 of each year. Any eligible member is entitled to one vote, via paper ballot or electronic ballot on each matter properly submitted to a vote by the members. A paper ballot may be made available to members upon written request.
Self declaration of candidacy for any office in the Academy must precede the preparation of ballots according to elections policy. The elections shall occur no later than June 15 of each year.
100.05.04 SELF-DECLARATION FOR OFFICE
Self-declaration will be permitted in the election of Officers
Declaration must be in writing addressed to the Nominating Committee c/o the Michigan Academy of Physician Assistants at the current Academy mailing address.
A candidate may declare for only one office.
100.05.05 VOTING RIGHTS
Fellow members in good standing shall have the right, but not the obligation, to cast a vote.
100.06 ARTICLE VI: BOARD OF DIRECTORS (the “Board” or “Board of Directors”)
There shall be eleven (11) directors with voting privileges (the “Directors”). In addition to the five Officers below, there shall be one director elected from each of the State's six regions. These Directors are Fellows whose term of office shall be for two (2) year periods. The Directors from Regions I, III and V shall be elected in the odd numbered years and the directors from Regions II, IV and VI shall be elected in even numbered years. Each Director must live in the region from which he is elected. These regions will be determined by the Board. Student representatives, elected by their peers, one from each Michigan physician assistant program, will be advisory members of the Board and have privileges as outlined in Policy.
100.06.02 TERM OF OFFICE
The term of office for Officers and Directors, shall begin on July 1 to coincide with the beginning of the Academy's fiscal year.
It shall be the duty of the Directors to:
Perform any and all duties imposed on them collectively or individually by law or by these Bylaws;
Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws prescribe the duties and fix the compensation, if any, of all Officers, agents and employees of the Academy;
Supervise all Officers, agents and employees of the Academy to assure that their duties are performed properly;
Meet at such times and places as required by these Bylaws; and
Register their addresses, residential and/or email, with the Secretary of the Academy and/or the management company employed by the Academy. Notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.
Without prejudice to the powers confirmed by statute, by the Articles of Incorporation, and by these Bylaws, the Directors of the Academy shall be responsible for the setting of policies concerning the property, business and affairs of the Academy. It is expressly declared that only the Board of Directors shall have the following powers and these powers shall not be delegated:
To appoint or remove pursuant to the affirmative vote of a two-thirds (2/3) majority of its entire membership of Directors, an Executive Director pursuant to Article XI, to fix and alter the amount of his compensation, and to prescribe his tenure in office;
To alter these Bylaws (except by a vote of members as provided elsewhere in these Bylaws)
To order disposal of property or assets;
To recommend dissolution or revocation of dissolution;
To fill board vacancies; and
To terminate memberships.
Directors shall serve without compensation except for reimbursement of actual expenses incurred in the performance of their duties.
100.06.06 VACANCIES IN OFFICE
Vacancies on the Board of Directors shall exist on the death, resignation or removal of any Director. Any Director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Academy would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General of Michigan or other appropriate agency of the State of Michigan.
In the event of a vacancy in the office of President, the President-elect shall become the President to serve the unexpired term and shall serve his own, the successive term, as President.
In the event of a vacancy in the office of the President-elect, the Secretary shall assume the duties, but not the office of the President-elect. A general membership election will be held within ninety (90) days of said vacancy for the purpose of electing a new President-elect.
All other vacancies occurring in the Board of Directors shall be filled for the unexpired terms by a vote of the majority of the remaining members of the Board of Directors or by a sole remaining Director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or
until his death, resignation or removal from office.
Directors may be removed from office, with cause, as permitted by and in accordance with the laws of the State of Michigan, these Bylaws, and Sturgis: Standard Code of Parliamentary Procedure.
100.06.07 LIABILITY AND INDEMNIFICATION BY THE ACADEMY OF DIRECTORS AND OFFICERS
The Directors and Officers of the Academy shall be indemnified as of right to the fullest extent now or hereafter permitted by law in connection with any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the name of the Academy, a subsidiary or otherwise) in which a Director or Officer is a witness or which is brought against a Director or Officer in his or her capacity as a Director or Officer of the Academy or of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which the Director or Officer was serving at the request of the Academy. Persons who are not Directors or Officers of the Academy may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors.
The Academy may purchase and maintain insurance to protect itself and any such Director, Officer or other person against any liability asserted against him or her and incurred in respect of such service whether or not the Academy would have the power to indemnify such person against such liability by law or under the provisions of this section.
The provisions of this section shall be applicable to actions, suits or proceedings, whether arising from acts or omissions, and to Directors, Officers, and other persons who have ceased to render such service, and shall inure to the benefit of the heirs, personal representatives, executors and administrators of the Directors, Officers and other persons referred to in this section.
The right of indemnity provided pursuant to this section shall not be exclusive, and the Academy may provide indemnification to any person, by agreement or otherwise, on such terms and conditions as the Board of Directors may approve that are not inconsistent with the Michigan Nonprofit Corporation Act (or other law). Any agreement for indemnification of any Director, Officer or other person may provide indemnification rights which are broader or otherwise different from those set forth in, or provided pursuant to, or in accordance with, this section. Any amendment, alteration, modification, repeal or adoption of any provision in these Bylaws inconsistent with this section shall not adversely affect any indemnification right or protection of any Director, Officer or other person existing at the time of such amendment, alteration, modification, repeal or adoption.
100.07 ARTICLE VII: MEETINGS OF THE BOARD OF DIRECTORS
100.07.01 REGULAR MEETINGS, QUORUM
The Board of Directors shall hold meetings at such time and at such places as shall be designated by the President but in no event shall there be less than three (3) such meetings in any calendar year and an absolute majority of the membership of the Board shall constitute a quorum for the purposes of transacting business; unless otherwise stated in these Bylaws, an affirmative vote by a majority of the Board members present shall constitute action of the Board of Directors.
100.08.02 MEETING PARTICIPATION BY REMOTE MEANS
The Board of Directors has the authority to hold meetings by conference call or other remote means as long as all participants can hear each other and participate simultaneously. Such communication requires that the names of all participants are divulged to all participants.
100.07.03 MEETING ATTENDANCE BY DIRECTORS
Any Director failing to attend two consecutive meetings of the Board of Directors, or failing to attend meetings in their entirety without good reason, shall, at the option of two-thirds (2/3) of the Directors of the Board, surrender his membership on said Board.
100.07.04 SPECIAL MEETINGS
Special meetings shall be called by the Secretary at the request of the President or upon written request to the President of at least ten percent (10%) of the members of the Academy or of a quorum of the full Board. The object of such special meetings shall be stated in the call and no other business shall be transacted unless moved and approved by three-fourths (3/4) of the Directors and members present.
100.07.05 MEETING NOTICE
Notification of regular and special meetings may be conducted by electronic means.
100.07.06 UNANIMOUS CONSENT
The Board of Directors may approve items without a meeting and through electronic means as long as any decisions made by this method are unanimously consented to by all Board members. Such decisions will be recorded in the minutes of the subsequent Board meeting.
100.08 ARTICLE VIII: OFFICERS
100.08.01 DESIGNATION OF OFFICERS
The officers of the Academy shall be a President, a President-elect, a Secretary, a Treasurer, and the Immediate Past President (each, an “Officer” and collectively, the “Officers”)
100.08.02 ELECTION AND TERM OF OFFICE
The President-elect, Secretary, and Treasurer shall be elected by the fellow membership at the annual elections of the Academy. Each Officer shall hold office until the Officer resigns or is removed or is otherwise disqualified to serve, or until their successor shall be elected and qualified, whichever occurs first. The term of office for President and President-elect shall be one (1) year, effective for the term of office beginning July 1, 1996. The term of office for the Secretary and Treasurer shall be two (2) year terms. The term of office for Secretary shall begin in odd-numbered years and the term of office for Treasurer shall begin in even-numbered years.
100.08.03 DUTIES OF OFFICERS
The President shall be the chief executive officer of Academy and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Academy and the activities of the Officers. The President shall perform all duties incident to the office and such other duties as may be required by law, by the Articles of Incorporation, or by the Board of Directors. The President shall preside at all meetings of the Board of Directors and at all meetings of the members, assuring the integrity of governance. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by the Bylaws, the President shall, in the name of the Academy, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
The President shall make a full report of the year's activities at the annual meeting of the Academy. The President shall appoint all committees of the Board of Directors (except the Executive Committee) and shall designate the Chairman thereof, subject to the approval of the Board of Directors. The President shall report on the activities of the Executive Committee at each Board of Directors meetings. The President shall also be responsible for notifying the Board of Directors between regular meetings of information which is of an urgent nature which may require Board action.
In the absence of the President, or in the event of the President’s inability or refusal to act, the President-elect shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions on the President. The President-elect shall succeed to the office of President at the expiration of the President's term or earlier should that office become vacant for any reason. The President-elect will organize and conduct, with the assistance of the elections committee, all elections. The President-elect shall also have other powers and perform such other duties as may be prescribed by law or by the Board of Directors.
The Secretary shall:
Certify and keep or cause to be kept, at the principal office of the Academy the original, or a copy, whether such copy is in an electronic or hard copy form, of these Bylaws as amended or otherwise altered to date, available upon demand for review by members or an agency of the State of Michigan or the United States Government.
Keep or cause to be kept, at the principal office of the Academy and at such other place(s) as the Board may determine, a record of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records as authorized by law or the provisions of these Bylaws, to duly executed documents of the Academy.
Keep or cause to be kept, at the principal office of the Academy a membership record containing the name and address of each member, and, in the case where any membership has been
terminated, the Secretary shall record or cause to be recorded, such fact in the membership record together with the date on which such membership ceased. Exhibit at all reasonable times to any Director of the Academy, or his agent or attorney, on request thereof, the Bylaws, the membership record, and the minutes of the proceedings of the Directors of the Academy.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.
The Treasurer shall assume the following duties:
Assume responsibility for adequate and proper accounts of the properties and business transactions of the Academy.
Cause the filing of the IRS Form 990 on a timely basis.
Provide a copy of the IRS Form 990 to the Board of Directors for their review.
Give a complete financial report at the annual meeting to the membership.
Deposit or cause to be deposited all monies and other valuables in the name and to the credit of the Academy with such depositories as may be designated by the Board of Directors.
Disburse, or cause to be disbursed, the funds of the Academy as may be ordered by the Board of Directors, taking proper vouchers for such disbursements.
Exhibit at all reasonable times the books of account and financial records to any Director of the Academy, or to his agent or attorney, on request thereof.
Render to the Board of Directors, whenever requested, an account of all transactions as Treasurer and of the financial conditions of the Academy.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, have such other powers and perform such other duties as may be prescribed by the Board of Directors, these Bylaws, or the Articles of Incorporation.
The Immediate Past President shall:
Perform such duties as may be assigned by the President or the Board of Directors.
Officers shall serve without compensation except that for reimbursement of expenses incurred in the performance of their duties.
100.09 ARTICLE IX: COMMITTEES
100.09.01 EXECUTIVE COMMITTEE
The Executive Committee of the Board of Directors shall consist of the President, President-elect, Secretary, Treasurer, Immediate Past President, and the Executive Director. Only elected officers shall have voting privileges.
The Executive Committee shall meet at least 4 times a year, at a place and time decided by the Committee. Place and time of such meetings is available to any Board member by contacting the
President. Other Directors may be invited to attend any or all Executive Committee meetings, but are otherwise not required to do so.
The duties of the Executive Committee are to apply the policies established by the Board of Directors in the business of the Academy. These may include, but are not limited to: communication with members, the public, other professional associations, and the government; short term financial decisions; and urgent and emergency matters.
The Executive Committee shall not purchase or dispose of property or assets, recommend dissolution or revocation of dissolution, fill board vacancies, fix Director compensation, or terminate memberships in the name of the Academy without the express approval of the Board of Directors.
By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, and fill vacancies on the Executive Committee from the members of the board.
The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the Academy records, and report the same to the Board from time to time as the Board may require.
Committees shall be designated by the Board of Directors or established by the President with the consent of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.
The President shall seek the advice and counsel of the Executive Committee for appointments or terminations of committee chairs or members when a delay of more than fourteen days (14) will occur before a Board of Directors meeting.
Each committee shall be responsible for the performance of the duties and functions delegated to it by the Board of Directors or the President. Disagreement between a committee and the President shall be resolved by appeal to the Executive Committee, whose decision stands until the next Board of Directors meeting.
In event of no appointment being made of a committee chair, or of absence, i.e., death, illness, etc., a chairman may be selected by the committee from its own membership.
100.10 ARTICLE X JUDICIAL AFFAIRS
100.10.1: The Board of Directors shall be accountable for the internal judicial affairs of the Academy.
100.10.2: The Academy has the inherent right through the Board of Directors to discipline, suspend, or expel an Academy member.
100.10.3: Anyone may in good faith refer charges against any Academy member believed to have violated the Academy’s Articles, Bylaws, policies, or rules, or for unethical or unprofessional conduct, or for failure to uphold the Academy's principles or for acting in a manner inconsistent with the Academy’s purposes.
100.10.4: The Academy, after due notice and hearing, may, by a two-thirds (2/3) vote of the sitting Board of Directors, discipline any member for a violation of the Academy’s Articles, Bylaws, policies, or rules, or for unethical or unprofessional conduct, or for failure to uphold the Academy's principles or for acting in a manner inconsistent with Academy’s purposes. The notice and hearing procedures for such disciplinary actions may be determined by the Board of Directors from time to time.
100.10.5: If any member has their physician assistant license or certification currently revoked as the result of a final adjudicated disciplinary action for violation of their professional practice statutes or regulations, then their membership in the Academy shall be automatically revoked. Any individual who has their physician assistant license or certification currently revoked as the result of a final adjudicated disciplinary action for violation of their professional practice statutes or regulations shall be ineligible to apply for membership in the Academy during the period of that revocation.
100.11 Article XI: HIRING ADMINISTRATION MANAGEMENT SERVICES
100.11.1 The Board of Directors shall have the authority to contract with an Executive Director and or an Association Management Company to act as administrative and business manager of the
Academy. The Board shall negotiate duties and rights appropriate to the relationship selected. In no case shall the hired personnel have a vote in the meetings of the Board of Directors.
100.11.2 The Board of Directors shall review performance of this administrative contract on a regular basis.
100.12 ARTICLE XII: MEMBER RIGHTS
100.12.01 MEMBERS' INSPECTION RIGHTS
Academy dues paying members shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
Upon written request of a member, the Secretary of the Academy shall provide or cause to be provided, the IRS 990 tax forms filed, its balance sheet as at the end of the preceding fiscal year; its statement of income for such fiscal year; and, if prepared, its statement of source and application of funds for such fiscal year.
A person who is a member of record, upon at least 10 days' written demand to the Secretary of the Academy, may examine for any proper purpose in person or by agent or attorney, during usual business hours, the Academy’s minutes of meetings and record of members and make extracts there from, at the places where they are kept.
100.12.03 MEMBER MEETINGS
An annual meeting of the Academy’s membership shall be held at a date, time and location established by the Board of Directors, normally in the month of October. Notification of this meeting may be conducted through electronic means.
100.13 ARTICLE XIII: RULES OF ORDER
100.13.01 In the absence of any provisions to the contrary in the Bylaws, all meetings of the Academy shall be governed by the parliamentary rules and usages contained in the current edition of Sturgis: Standard Code of Parliamentary Procedure.
100.14 ARTICLE XIV: DUES AND ASSESSMENTS
The amount of annual dues and assessments and manner of payment shall be determined by the Board of Directors.
100.15 ARTICLE XV: AMENDMENTS
The Bylaws of the Academy may be amended, altered, or repealed by a two-thirds (2/3) vote of either the voting members or the full Board of Directors provided notice of the proposed amendment shall have been given in writing to the members of said Board or to the members of the Academy at least thirty (30) days prior to the respective votes on the proposed amendment. These votes shall be cast either in person, by mail or by electronic means.
100.16 ARTICLE XVI: DISSOLUTION
If the Academy must dissolve, after paying or making provisions for the payment of all liabilities of the Academy, the Board of Directors shall dispose of all remaining assets exclusively for purposes similar to the purpose of the Academy and to such organizations that qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Service Code.