The American Academy of Physical Medicine and Rehabilitation ("Academy") is an Illinois not-for-profit corporation exempt from federal income tax pursuant to Internal Revenue Code Section 501 (c)(3). The purpose of the Academy is to assist physical medicine and rehabilitation ("PMR") physicians in acquiring continuing education, practice, knowledge, leadership skills, and research information needed to provide quality patient care; to represent the best interests of patients with, or at risk for, disabilities; and to maximize patient function and quality of life by advancing excellence in physiatric practice ("exempt purposes").
Pursuant to 805 ILCS 105/108.40(d) (of the General Not-For-Profit Corporation Act of 1986), and consistent with the Academy’s bylaws ("Bylaws"), the Academy may create one (1) or more councils, as it deems necessary to fulfill its duties and responsibilities and further its exempt purposes ("Councils"). The Academy determined it to be in furtherance of its exempt purpose to build a resident community within the Academy to strengthen the relationship between the Academy and its future members, and provide unique and valued resident perspective to Academy planning activities. Accordingly, on November 22, 2008, in furtherance of its exempt purposes, the Academy Board of Governors ("Academy Board") created the Resident Physician Council and adopted this Resident Physician Council Charter ("Charter").
ARTICLE I - NAME
The name of this Council shall be the “Resident Physician Council” (hereinafter “RPC”).
ARTICLE II - DUTIES AND RESPONSIBILITIES
The RPC supports the Academy’s exempt purposes. In particular, the RPC’s duties and responsibilities include, without limitation, the following:
- Assume the leadership role in building a resident community within the Academy;
- Strengthen the relationship between the Academy and its future members;
- Provide unique and valued resident perspective to Academy planning activities;
- Promote effective communication between the Academy and the resident community;
- Promote effective communication within the resident community;
- Provide education and training to enhance residents’ leadership skills; and
- Serve as the Academy liaison to medical students and assist in educating them regarding the specialty of PMR.
ARTICLE III - MEMBERS
SECTION A. MEMBERSHIP. Members of the RPC (“Members”) must be Affiliate members of the Academy. A Member’s membership in the RPC terminates: (i) automatically upon termination of his/her Academy membership; or (ii) as otherwise provided in this Charter.
SECTION B. VOTING RIGHTS. Members of the RPC shall be entitled to one (1) vote in connection with the election of the RPC Officers. No other matters will be determined by Members’ vote.
SECTION C. RESIGNATION. Members may resign at any time by sending a written resignation to the Academy headquarters. A Member’s resignation shall be effective upon the Academy’s receipt of the written resignation. Following receipt of the written resignation, the Academy staff shall send copies of the written resignation to the RPC’s President. An individual resigning as a Member shall be deemed to resign any leadership position held by the individual within the RPC.
SECTION D. TERMINATION. The Academy may terminate the membership of any Member for conduct, which, in the opinion of the Academy, has been or may be detrimental to the welfare of the RPC or the Academy. The Academy’s decision shall be final and not subject to appeal. The individual’s change in membership status shall be reflected in the RPC’s records.
SECTION E. TRANSFER OF MEMBERSHIP. Membership in the RPC is not transferable or assignable.
SECTION F. MEMBERSHIP CERTIFICATES. No membership certificates for the RPC shall be issued or required.
SECTION G. OFFICIAL MEMBERSHIP RECORDS. The Academy shall be responsible for maintaining the official roster of the Members. In the event of a conflict between the Academy’s official roster and any other list, the Academy’s official roster shall control.
ARTICLE IV - MEETINGS OF MEMBERS
SECTION A. MEETINGS. The RPC shall endeavor to convene at least one (1) RPC annual business meeting, and, to the extent possible, in conjunction with the Academy’s annual assembly. Additional RPC meetings may be called by the RPC President, at least two (2) members of the RPC Executive Committee, or the Academy.
SECTION B. PLACE OF MEETINGS. The person calling a RPC meeting shall designate the meeting place. If no designation is made, the meeting place shall be the principal offices of the Academy.
SECTION C. NOTICE OF MEETINGS. Notice (in writing, by e-mail, or by telephone) stating the place, date, and time of any RPC meeting shall be delivered to each Member no less than five (5) days before the date of such meeting. The Academy staff shall be responsible for preparing and delivering the notices required under this Section in consultation with the RPC President.
SECTION D. QUORUM. Twelve (12) Members shall constitute a quorum of the RPC for the purpose of conducting a meeting. If less than a quorum is present at any meeting, a majority of the Members present may adjourn the meeting, but may not take any other action.
SECTION E. MANNER OF ACTING. The act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the RPC.
SECTION F. VOTING. As discussed elsewhere in this Charter, each Member shall be entitled to one (1) vote in connection with the election of the RPC Officers at a meeting of the RPC at which the Member is present and at which a quorum is present. No other matters shall be subject to a vote of the Members.
SECTION G. METHOD OF VOTING. Voting shall be by voice, unless a Member requests that voting be held by written ballot.
SECTION H. NO PROXY VOTING. No Member may act by proxy on any matter.
ARTICLE V - RPC BOARD OF DIRECTORS, EXECUTIVE COMMITTEE, OFFICERS AND NOMINATING COMMITTEE
SECTION A. GENERAL POWERS, DUTIES AND FUNCTIONS. The business and affairs of the RPC shall be managed by the RPC Board of Directors (“RPC Board”). The RPC Board will conduct all RPC business and affairs in furtherance of and consistent with the RPC’s duties and responsibilities as set forth in Article II of this Charter. The RPC Board shall act in accordance with the authorization granted by the Academy as set forth in this Charter, as may be further limited or expanded from time to time by the Academy. Without limiting the foregoing, the RPC Board’s authority to act is at all times subject to the Academy’s approval.
SECTION B. RPC BOARD COMPOSITION. The RPC Board shall be comprised of the: (i) RPC Officers, as defined in Section D of this Article V; (ii) RPC Representative to the AMA Resident and Fellow Section; (iii) RPC Residency Program Liaison Chair; (iv) RPC Resident representative to the ACGME PM&R Residency Review Committee; and (v) RPC Appointments to the Academy’s Membership Committee, Medical Education Committee, Quality Practice and Policy Committee, and Public and Professional Awareness Committee.
SECTION C. EXECUTIVE COMMITTEE. The RPC Executive Committee (“Executive Committee”) shall manage the business and affairs of the RPC between meetings of the RPC Board. The Executive Committee shall consist of the RPC Officers and the Academy’s Membership Director. The Academy’s Membership Director shall serve on the Executive Committee ex-officio without a vote. The Executive Committee shall act in accordance with the authorization granted by the Academy as set forth in this Charter, as may be further limited or expanded from time to time by the Academy. Without limiting the foregoing, the Executive Committee’s authority to act is at all times subject to the Academy’s approval.
SECTION D. OFFICERS. The officers of the RPC shall include the RPC President, Vice President, Secretary, and Immediate Past-President (“Officers").
- Eligibility and Duties.
- President. The President must be a Member in good standing. The President shall preside at all regular and special meetings of the Members, RPC Board, and Executive Committee. At the Academy’s annual assembly, the President shall present a report on the activities of the RPC during the preceding year. The President shall provide oversight and direction to the Vice President. The President shall also perform all other duties incident to the office, this Charter, or from time to time assigned to it by the Academy Board. The President will be, or will appoint from among the Executive Committee, the official spokesperson for the RPC.
- Vice President. The Vice President shall assist the President in the discharge of the President’s duties. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President is responsible for the financial management and planning of the RPC Board. The Vice President shall generally perform all other duties from time to time assigned by the President or the Academy Board.
- Secretary. The Secretary must be a Member in good standing. The Secretary shall serve as the editor of the resident newsletter, and is responsible for keeping and distributing minutes of all RPC Board, Executive Committee, and Members meetings, and performing all other duties from time to time assigned to him/her by the President and/or the Academy Board.
- Immediate Past-President. The Immediate Past-President must be a Member in good standing. The Immediate Past-President shall advise and assist the Officers in the performance of their duties. Given the transient nature of residencies, and to allow for continuity in the RPC, the Immediate Past-President shall continue to be a Member of the RPC, the RPC Board, and the Executive Committee, provided he/she is a member in good standing of the Academy, during his/her term regardless of whether the term follows the completion of his/her residency training in PMR.
- Term. The President shall serve a one (1) year term and until his/her successor is elected and takes office in accordance with Section E of this Article. The President may not serve consecutive terms as President. Following his/her term as President, the President shall fill the office of Immediate Past-President for a one (1) year term and until the office of Immediate Past-President is filled by his/her successor. The Secretary and Vice President shall each serve a one (1) year term, and until his/her successor is elected and takes office in accordance with Section E of this Article. The Secretary and Vice President may serve no more than two (2) consecutive terms in their respective office.
SECTION E. NOMINATIONS, ELECTION, AND APPOINTMENTS.
- Nominating Committee. The RPC shall have a nominating committee (“Nominating Committee”) consisting of: (i) the Immediate Past-President, who shall serve as the Nominating Committee Chair; and (ii) two (2) Members selected by the President and the newly elected, incoming President. The RPC Nominating Committee should consist of residents from different programs. All nominating committee members must be PGY3, with the exception of the Immediate Past-President who may be PGY4.
- Nominations and Election. Annually, the Nominating Committee shall solicit nominations from the RPC Board to fill the offices of incoming President, Vice President, and Secretary, and shall choose nominees from among the suggested candidates or candidates otherwise identified by the Nominating Committee. The Nominating Committee shall present a nominee, or up to three (3) nominees, to fill each office. The election of RPC Officers shall be conducted via mail, facsimile, email or other electronic transmission, in accordance with the RPC’s election procedure, which will be determined from time to time by the RPC and approved by the Academy. The nominee for each office receiving the greatest number of votes shall be elected to the office for which he/she was nominated. The results of the election will be communicated to the Members and the Academy prior to the Academy’s annual assembly and corresponding RPC annual business meeting. Officers shall take office and their term will commence at the conclusion of the Academy’s annual assembly, and they shall serve until the close of the next annual assembly. The Nominating Committee shall ensure the integrity of the elections process.
- Appointments. Once the RPC Officers are elected, the President and newly elected, incoming President shall convene and appoint the remaining eleven (11) RPC Board positions. The pool of candidates for Board positions is selected through a formal call for committee positions.
SECTION F. REMOVAL. The authority to remove a RPC Board member, Officer, Executive Committee member, or Nominating Committee member shall be vested in the Academy, which may remove any RPC Board member, Officer, Executive Committee member, or Nominating Committee member whenever, in its judgment, said removal will serve the interests of the RPC and/or the Academy. The Academy’s decision to remove anyone shall be final and not subject to appeal.
SECTION G. RESIGNATION.
- Resignation. An RPC Board member, Officer, Executive Committee member, or Nominating Committee member may resign at anytime upon written notice to the RPC President and the Academy’s Executive Director. Unless otherwise specified in the written notice, the resignation shall be effective upon delivery to the RPC President or the Academy’s Executive Director.
- Failure to Attend Executive Committee Meetings. A member of the Executive Committee (in the absence of extenuating circumstances communicated in writing to the RPC President, or to the Vice President in the event of the President’s absence) absent from three (3) consecutive Executive Committee meetings, shall be deemed to resign his/her position on the RPC Board and Executive Committee. For purposes of this paragraph, “extenuating circumstances” which would excuse an individual’s absence from three (3) consecutive meetings would include, without limitation, circumstances beyond an individual’s control such as personal or family illness or an emergency. Any question regarding whether an absence should be excused based on extenuating circumstances, shall be resolved by the President (or by the Vice President in the event of the President’s absence).
SECTION H. VACANCIES. The Academy shall fill any vacancies occurring in the RPC Board for any reason, after consultation with the RPC President (or Vice President in the event the vacancy is in the President’s seat). The Academy shall appoint a qualified Member to fill a vacancy for the unexpired term left by the predecessor.
SECTION I. QUORUM. A majority (51%) of the members of the RPC Board shall constitute a quorum for the transaction of business. Likewise, a majority (51%) of the members of the Executive Committee or Nominating Committee shall constitute a quorum for the transaction of business by either. If less than a majority (51%) is present at any RPC Board, Executive Committee, or Nominating Committee meeting, a majority of those present may adjourn the meeting.
SECTION J. MANNER OF ACTING. The act of a majority of the RPC Board present at a meeting at which a quorum is present shall be the act of the RPC Board. Likewise, the act of a majority of the Executive Committee or Nominating Committee present at a meeting at which a quorum is present shall be the act of the respective committee.
SECTION K. VOTING. Each member of the RPC Board, Executive Committee, Nominating Committee, or any other committee, work group, or taskforce designated pursuant to this Charter, shall be entitled to one (1) vote on any matter brought before the meeting of which they are a member and at which they are present.
SECTION L. CHARTERS, GUIDELINES, AND RULES. The RPC Board, Executive Committee and/or Nominating Committee may adopt rules for their own governance not inconsistent with this Charter and/or the Bylaws.
SECTION M. INFORMAL ACTION. Except as otherwise provided in this Charter, the Bylaws, or by law, the RPC Board, Executive Committee and/or Nominating Committee may act without a meeting if a consent in writing, setting forth the action taken, is signed by all members of the subject body entitled to vote.
SECTION N. PARTICIPATION AT MEETINGS BY CONFERENCE TELECOMMUNICATION. Members of the RPC Board, Executive Committee, Nominating Committee, or of any other committee, work group, or taskforce designated pursuant to this Charter, may take any action permitted or authorized by this Charter pursuant to meeting by means of conference telephone or similar telecommunication equipment pursuant to which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this Section shall constitute presence at such meeting.
SECTION O. PRESUMPTION OF ASSENT. An RPC Board or Executive Committee member who is present at a meeting of the Academy Board or Executive Committee at which action is taken shall be conclusively presumed to have assented to the action taken, unless the member’s dissent is entered in the minutes of the meeting or unless the member filed a written dissent to such action with the RPC President before the meeting’s adjournment. Such right to dissent shall not apply to a member who voted in favor of such action.
ARTICLE VI - WORK GROUPS AND TASKFORCES
SECTION A. WORK GROUPS AND TASKFORCES. The RPC President may create such work groups and taskforces as the RPC President deems necessary to fulfill the duties and responsibilities of the RPC, with the approval of the Executive Committee. Work groups and taskforces shall be advisory to the RPC Board and Executive Committee and shall have no independent authority. The RPC President shall be an ex-officio member of all RPC work groups and taskforces.
SECTION B. WORK GROUP AND TASKFORCE CHAIRS AND MEMBERS. The RPC President shall appoint all work group and taskforce chairs in consultation with the Executive Committee. All work groups and taskforces must be filled by Members. It shall be the responsibility of each work group and taskforce chair to maintain a list of the Members serving on the work group or taskforce, which they chair. Each work group or taskforce chair shall ensure that the RPC President and the Academy at all times have a current list of Members serving on their work group or taskforce.
SECTION C. REMOVAL. The RPC Board or the Executive Committee may dissolve a work group or taskforce, or remove a work group or taskforce member or chair whenever, in its judgment, doing so will serve the best interests of the RPC and/or the Academy. The decision of the RPC Board or Executive Committee to dissolve a work group or taskforce, or remove a work group or taskforce member or chair shall be final and not subject to appeal.
SECTION D. VACANCIES. The RPC President, in consultation with the Executive Committee, shall fill any vacancies occurring in any work group or taskforce.
SECTION E. TERM AND TERM LIMITS. An individual’s service as a work group or taskforce chair can vary depending on the directive given to the work group or taskforce. It is recommended, but not required, that in order to broaden perspectives, expand mission outreach opportunities, and foster leadership development, a new chair be appointed annually for each work group or taskforce.
ARTICLE VII - NO CONTRACTING OR OTHER AUTHORITY
Neither the RPC Board, Executive Committee, nor anyone acting on behalf of the RPC shall have the authority to enter into contracts or other legal obligations on behalf of the RPC or the Academy. Neither the RPC Board, Executive Committee, nor anyone acting on behalf of the RPC shall publish a position, make a representation, or otherwise speak on behalf of the Academy without the express written consent of the Academy Board in each instance.
ARTICLE VIII - NO DUES
The RPC shall not collect dues from its Members.
ARTICLE IX - NO SEPARATE FINANCIAL ACCOUNTS
The RPC may not open or maintain financial accounts.
ARTICLE X - ELECTRONIC AND FACSIMILE TRANSMISSIONS
Any notice required pursuant to this Charter may be delivered by facsimile, email, or other electronic means. Any notice to a Member may be sent to the address of the Member appearing in the records of the Academy. Any action provided for in this Charter that is required to be in writing shall be satisfied by any communication transmitted or received by facsimile, email, or other electronic means. Electronic signatures on the part of either the RPC, the Academy, or a Member shall be effective for any such notices, communications or actions.
ARTICLE XI - CONFLICTS OF INTEREST
The Members shall, at all times, comply with the Academy’s Conflicts of Interest Policy.
ARTICLE XII - COMPLIANCE WITH THE ACADEMY’S ARTICLES OF INCORPORATION, BYLAWS, POLICIES, PROCEDURES, RULES, BUDGETS, AND GUIDELINES
The RPC is part of the Academy. Accordingly, the RPC shall, at all times, comply with and abide by the Academy’s Articles of Incorporation, Bylaws, policies, procedures, rules, budgets, guidelines, and all others actions or directions adopted or instituted by the Academy.
ARTICLE XIII - RPC VOLUNTEERS
RPC volunteers enjoy the same protections enjoyed by other Academy volunteers.
ARTICLE XIV - BOOKS AND RECORDS
All minutes, records, and other documentation regarding the RPC (collectively, “records”) shall be maintained at the Academy’s office. The Academy staff shall have primary responsibility and authority for maintaining such records. All such records are the property of the Academy.
ARTICLE XV - STAFF
The Academy’s Executive Director shall be responsible for assigning, supervising, and directing staff for the RPC.
ARTICLE XVI - PARLIAMENTARY PROCEDURE
The conduct of meetings shall be governed by Robert’s Rules of Order, as most recently revised. In case of conflict between Robert’s Rules of Order and this Charter, this Charter shall govern.
ARTICLE XVII - AMENDMENTS TO THE CHARTER
This Charter may only be amended by resolution of the Academy Board.
ARTICLE XVIII - AUTHORITY OF THE ACADEMY
The Academy may, at any time, dissolve, reconstitute, alter, remove a Member, dissolve the RPC, or take any other action with regard to the RPC or a RPC committee, work group, or taskforce, if, in its discretion, it determines such action to be in the best interest of the RPC and/or the Academy.
Last amended June 12, 2012 and signed by the Secretary of the Academy, Kathleen Bell, MD, on Sept 22, 2012