Ohio Academy of Family Physicians (OAFP)
Regional Chapters Bylaws Template Overview
o The attached template is being provided by OAFP’s Strike Force on Regional Chapters to assist regional chapter leadership to establish or revise the constitution and bylaws of each newly adopted regional chapter. o Please keep in mind that the template provided should serve as an example only and does not constitute specific language required by OAFP. In fact, not all sections of the template provided will apply to every regional chapter. Portions of the template such as the purpose statement, descriptions of officer positions, function of committees and the procedure for officer election are all sections where each regional chapter can define their individuality and address member needs. o A regional chapter map is attached and available online at www.ohioafp.org o The following OAFP leadership and staff are available to assist in developing tailor-made regional chapter documentation: OAFP Strike Force on Regional Chapters Chair: President Keith Lehman, M.D. OAFP Staff Liaison: Deputy Executive Vice President Kate Mahler
Contact us: Ohio Academy of Family Physicians 4075 N. High St. Columbus, Ohio 43214 PH: (614) 267-7867 or (800) 742-7327 FAX: (614) 267-9191 Email: kmahler@ohioafp.org
CONSTITUTION AND BYLAWS OF THE (INSERT REGIONAL NAME HERE) ACADEMY OF FAMILY PHYSICIANS
CONSTITUTION ARTICLE I-Name The name of this organization shall be known as the (Insert regional name here) Academy of Family Physicians. (Reference to the regional chapter name can be shorted to an acronym for concise wording and better readability Example: Central Ohio Academy of Family Physicians = COAFP)
ARTICLE II-Affiliation This organization shall be a regional chapter of the Ohio Academy of Family Physicians. The policies adopted by this organization shall be consistent with the policies of the Ohio Academy of Family Physicians, and shall be governed by these OAFP policies in case of any conflict.
ARTICLE III - Objects and Powers To the end that the people of America may receive excellence in healthcare, the (Insert regional name or acronym here) has for its purposes the following: Examples of a regional chapter purpose statement:
▪ To establish an organization of family physicians to promote and maintain high standards in all aspects of family
medicine;
▪ To encourage and assist men and women in preparing, qualifying, and establishing themselves in family medicine; ▪ To preserve the right of the family physician to engage in medical and surgical procedures for which qualified by
training and experience;
▪ To assist in providing postgraduate study courses for family physicians and to encourage and assist practicing
physicians in participating in such training;
▪ To promote the science and art of medicine and surgery and the betterment of the public health; ▪ To preserve the right of free choice of physician by the patient; ▪ To acknowledge and assume responsible public advocacy in all health-related matters.
ARTICLE IV - Classes of Membership and Election Section 1. The qualifications and conditions of membership and the classes of membership shall be the same as those now or hereafter provided in the Bylaws of the Ohio Academy of Family Physicians.
Section 2. Application for membership shall be made on a form prescribed by the American Academy of Family Physicians. Election of a new member shall be on approval of the regional chapter as represented by the (Insert regional name or acronym here) President, Regional Director, or a representative of the Ohio Academy of Family Physicians
Executive Committee (as per OAFP Bylaws Chapter IV). Appeal to rejection of membership may be made directly to the (Insert regional name or acronym here) Board of Directors, whose decision shall be final.
Acceptance of membership in this organization shall constitute an agreement by such member to comply with the Bylaws of this organization and those of the Ohio Academy of Family Physicians, in a manner provided in the Bylaws of said organizations. A member accepting membership in this organization shall recognize the (Insert regional name or acronym here) Board of Directors as the sole and only judge of his/her right to be or remain a member.
All right, title and interest, both legal and equitable, of a member in and to the property of this organization shall cease in the event of any of the following: (a) The expulsion of such member; (b) The striking of his/her name from the roll of members; (c) His/her death or resignation.
The qualifications and conditions of membership and the classes of membership shall be the same as those now or hereafter provided in the Bylaws of the Ohio Academy of Family Physicians and the American Academy of Family Physicians. Only active members of the (Insert regional name or acronym here) are eligible to hold office in the regional chapter, but all others shall have the privilege of floor of the assembly. Student and resident members selected as representatives to the (Insert regional name or acronym here) Board of Directors and all active and life members are eligible to vote.
Section 3. Any member who changes occupation or status in such a manner that results in being ineligible to hold membership in this Academy, may, unless he/she resigns, be stricken from the roll of members by action of the (Insert regional name or acronym here) Board of Directors.
ARTICLE V - Ethics and Change of Status Section 1. The principles of Medical Ethics of the American Medical Association with any modifications by the American Academy of Family Physicians, as they now or hereafter may provide, shall be the principles of ethics of this Academy and shall be and hereby are made a part of these documents.
Section 2. Violations of ethical principles will be governed by the then current Constitution and Bylaws of the Ohio Academy of Family Physicians.
ARTICLE VI - Dues and Assessments Section 1. As per OAFP Bylaws Chapter IV, Section V, starting on January 1, 2009 and for the duration of one calendar year, all active and supporting members will be assessed a regional dues fee of $20 per member payable through annual dues paid to the American Academy of Family Physicians. After such time, the amount of annual dues and assessments of members may be
changed by a majority vote of the (Insert regional name or acronym here) Board of Directors with the approval of the Assembly so long as an official notification of the regional chapter dues amount is submitted to the executive vice president by Sept. 1, 2009. Inactive Members, Life Members, Resident Members, and Student Members shall pay no dues. Any dues accompanying an application for membership shall be returned to the applicant if applicant fails election to membership.
Section 2. Any member whose dues or assessments are unpaid at time of the Annual Meeting shall be ineligible to vote or hold office.
Section 3. Failure to pay dues by any member will be governed by the then current Bylaws of the Ohio Academy of Family Physicians.
ARTICLE VII - Annual Assembly and Meetings Section 1. Unless otherwise ordered by the (Insert regional name or acronym here) Board of Directors, there shall be an Annual Assembly of the (Insert regional name or acronym here), together with such other meetings that the (Insert regional name or acronym here) Board of Directors may call or designate. The time and place of the Annual Assembly shall be designated by the (Insert regional name or acronym here) Board of Directors, and announced, at least sixty (60) days before the date so fixed. Section 2. The Annual Assembly shall be held once each calendar year, and shall include the election of officers.
Section 3. Special Meetings. Special meetings of the Assembly may be called by the (Insert regional name or acronym here) Board of Directors at a time and place determined by the (Insert regional name or acronym here) Board of Directors.
Section 4. Meetings of the (Insert regional name or acronym here) Board of Directors. (Insert regional name or acronym here) Board of Directors shall meet at least four (4) times annually at a time and place determined by the President or substitute, in consultation with the other members of the (Insert regional name or acronym here) Board of Directors.
Section 5. Special Meetings of the (Insert regional name or acronym here) Board of Directors. Special meetings of the (Insert regional name or acronym here) Board of Directors may be called by the President or by any three (3) members of the (Insert regional name or acronym here) Board of Directors upon at least fifteen days notice by the regional Executive Secretary, which notice shall set forth the time and place of such special meeting. The time and place of such special meeting shall be determined by the President and other members of the (Insert regional name or acronym here) Board of Directors.
ARTICLE VIII - Representatives to the OAFP All Members Assembly Section 1. At the Annual Assembly of the (Insert regional name or acronym here), or by action of the (Insert regional name or acronym here) Board of Directors, members of the (Insert regional name or acronym here) Board shall be
elected or appointed to represent this chapter at the Annual All Members Assembly of the Ohio Academy of Family Physicians, the number to be directed by the (Insert regional name or acronym here) Board of Directors.
Section 2. The representatives shall be elected or appointed to attend the All Members Assembly at least thirty (30) days prior to the event. Their obligation as representatives shall terminate at the conclusion of the Assembly.
ARTICLE IX - Board of Directors Section 1. The control and administration of (Insert regional name or acronym here) shall be vested in a Board of Directors composed of a President, President-Elect, Past-President, Treasurer, Executive Secretary, and Directors, to be elected as provided in the Bylaws. The OAFP Regional Director shall also be a member of the (Insert regional name or acronym here) Board of Directors. The Director shall be a non-voting (Insert regional name or acronym here) Board member except if on the (Insert regional name or acronym here) Board of Directors in some other capacity as well.
Section 2. In addition to the Officers, Directors and OAFP Regional Director, the (Insert regional name or acronym here) Board of Directors shall include one (1) Resident from each of the affiliate residency programs. The (Insert regional name or acronym here) Board of Directors may also include up to four (4) students from the affiliate medical college in our region. The residents and students shall each be full voting members of the (Insert regional name or acronym here) Board of Directors.
ARTICLE X - Officers The officers of the (Insert regional name or acronym here) shall be a President, President-Elect, Past-President, Treasurer and Executive Secretary. The powers, duties, terms of office, and method of: election of the officers shall be set forth in the Bylaws.
ARTICLE XI - Adoption and Amendment of Bylaws Bylaws may be adopted, amended, or rescinded by an affirmative vote of at least two-thirds (2/3) of the members present and voting at the Annual Assembly, provided, that notice of the proposed action, which may be filed by one or more members of this Academy with the Executive Secretary, shall have been given by the Executive Secretary to the membership by mail or official publication at least thirty (30) days before the meeting at which such action is proposed to be taken.
ARTICLE XII - Quorum Section 1. For Meeting of Assembly. Those present at an annual or special meeting of the Assembly shall constitute a quorum.
Section 2. For Meeting of the (Insert regional name or acronym here) Board of Directors. One-third (1/3) of the voting members of the (Insert regional name or acronym here) Board of Directors shall constitute a quorum.
ARTICLE XIII - Inspection of Records The minutes of the proceedings of (Insert regional name or acronym here) Board of Directors and of the members, the membership books, the books of accounts, shall-be open to inspection upon written demand of any active member, at any reasonable time, for the purposes reasonably related to the member's interest as a member, and shall be produced at any time when requested by the verbal demand of ten percent (10%) of the active members of any active member's meeting. Such inspection may be made by agent or attorney and shall include the right to make extracts thereof. Demand of inspection, other than at a meeting of the members, shall be in writing, and shall be directed to the President or Executive Secretary of the organization.
ARTICLE XlV - Rules of Order Robert's Rules of Order, Revised, except when the same are in conflict with the Constitution and Bylaws of the Academy, shall cover all parliamentary proceedings of the meetings of the Assembly, of special meetings and of the (Insert regional name or acronym here) Board of Directors.
BYLAWS
CHAPTER I - Election of Officers Section 1. At least sixty (60) days before the Annual Assembly each year, the (Insert regional name or acronym here) Board of Directors shall submit to the Annual Assembly, candidates for President-Elect, Treasurer, and Directors whose terms expire; provided, however, that nothing in these Bylaws shall prevent nominations from the floor at the Annual Assembly of this Academy. The term of office for Directors shall be for two (2) years or until a successor is elected if elected mid-term. There shall be a total of at least eight (8) Active Member Directors in addition to the Officers on the (Insert regional name or acronym here) Board of Directors.
Section 2. The election of the above shall be by vote at the Annual Assembly. A ballot shall be prepared by the Executive Secretary and mailed to members in good standing 30 days prior to the Annual Assembly. Any voting member not able to attend the Assembly may mail his/her vote to the Executive Secretary to be counted as long as it is received by the date of the Assembly. The nominee receiving the highest number of votes shall be declared elected. Section 3. Vacancies. Vacancies of the office of President and President-Elect shall be filled by the most recent Past-President. At the next Annual Assembly, the (Insert regional name or acronym here) Board of Directors shall present a nominee for President in addition to a nominee for President-Elect. Vacancies for the offices of Treasurer, and Directors shall be filled by appointment by the (Insert regional name or acronym here) Board of Directors, provided, however, that such appointments shall terminate at the next Annual Assembly at which time (Insert regional name or acronym here) Board of Directors shall present a nominee for the unexpired term, if any.
CHAPTER Il - Powers and Duties of Officers
Section 1. President. The President shall be chief executive officer of the organization and shall, subject to the control of the (Insert regional name or acronym here) Board of Directors, have general supervision, direction and control of the business and officers of the organization. The President shall preside at all meetings of (Insert regional name or acronym here) Board of Directors, and of the Assemblies. The President shall be an ex-officio voting member of all committees, and shall have such powers as may be prescribed by these Bylaws and by the (Insert regional name or acronym here) Board of Directors. The President shall also appoint all committee chairs subject to approval of (Insert regional name or acronym here) Board of Directors.
Section 2. President-Elect. The President-Elect shall act as President in the absence of, or at the request of the President; and when so acting shall have all the powers of, and be subject to, all of the restrictions upon the President. The President-Elect shall have such powers and perform such other duties as from time to time may be prescribed by the (Insert regional name or acronym here) Board of Directors. The President-Elect shall automatically become President the year following his/her term as President-Elect.
Section 3. Past-President. Immediately following his/her term as President, the President shall become the Past-President. The most recent PastPresident shall act as President in the absence of both the President and President-Elect; and when so acting shall have all the powers of, and be subject to, all of the restrictions upon the President. The Past-President shall have such powers and perform such other duties as from time to time may be prescribed by the (Insert regional name or acronym here) Board of Directors.
Section 4. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the organization, including amounts of its assets, liabilities, receipts, disbursements, gains, losses and surplus. The books of account shall be at all times open to inspection by any member of the (Insert regional name or acronym here) Board of Directors. The Treasurer shall oversee the deposit of all monies and other valuables in the name and to the credit of the organization, with such depositaries as may be designated by the (Insert regional name or acronym here) Board of Directors; shall disburse the funds of the organization as may be ordered by the (Insert regional name or acronym here) Board of Directors; shall render to the President and the (Insert regional name or acronym here) Board of Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the organization; and shall have such other powers and perform such other duties as may be prescribed by these Bylaws and the (Insert regional name or acronym here) Board of Directors. The Treasurer may be asked to provide a surety bond in the amount to be determined by the (Insert regional name or acronym here) Board of Directors and the premium shall be paid by the organization.
Section 5. Executive Secretary. The Executive Secretary shall have responsibility for the day-to-day operations of (Insert regional name or acronym here) and its Board of Directors. Reporting to the President, the Executive Secretary shall be responsible for the regular (Insert regional name or acronym here) Board of Directors Meetings, the Annual Meeting, CME events, special events, maintaining the permanent records of the organization, and other duties as assigned. Section 6. Directors. It shall be the duty of each Director to attend meetings of (Insert regional name or acronym here) Board of Directors. They shall serve on committees to which they are appointed. They shall have such power and duties as may from time to time be prescribed by these Bylaws or the (Insert regional name or acronym here) Board of Directors.
Section 7. Board Compensation Policy The members of the Board of Directors of this organization shall not receive any compensation for their services as such. Nothing herein shall be construed to preclude any member of the (Insert regional name or acronym here) Board of Directors from serving the organization in any other capacity for compensation.
CHAPTER III - Committees The (Insert regional name or acronym here) Board of Directors may appoint committees as necessary to assist it in its work.
Committee Reports Committee reports will be made at the (Insert regional name or acronym here) Board of Directors Meetings and all records will be made part of the minutes.
CHAPTER IV - Effective Date of These Bylaws Bylaws and amendments may be approved at special meetings as well as at the Annual Meeting. (Insert regional name or acronym here) adopted amendments to these bylaws shall take effect only upon being approved by the Ohio Academy of Family Physicians Board of Directors. Amendments shall be submitted to the OAFP Executive Vice-President no later than thirty days following adoption of such amendments by the (Insert regional name or acronym here); but shall not be in effect until approved by the OAFP Board of Directors (as per OAFP Bylaws Chapter VII).