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AAPM&R Bylaws


ARTICLE IX - COMMITTEES AND ADVISORY COMMITTEES

Section A.  Committees.  The Board may, by written resolution, designate one (1) or more committees, each of which will consist of two (2) or more Board members and such other persons as the Board designates, provided that a member of the Board serves as Chair.  

Section B. Authority of Committees and Prohibited Acts.  Each committee shall have and exercise the authority of the Board in the management of the Academy as provided in the resolution establishing the committee and any charter, guidelines, or rules adopted by the Board for the committee.  However, no committee shall have the power or authority to: 
1. Adopt a plan for the distribution of the assets of the Academy, or for dissolution; 
2.  Fill vacancies on the Board or any of its committees; 
3. Elect, appoint, or remove any officer or Board member or member of any committee, or fix the compensation of any member of a committee;
4. Adopt, amend, or repeal the Bylaws or the Articles of Incorporation; 
5. Adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage the property or assets of the Academy; or
6. Amend, alter, repeal, or take action inconsistent with any resolution or action of the Board when the resolution or action of the Board provides by its terms that it shall not be amended, altered, or repealed by action of a committee.

The designation of a committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Board member, of any responsibility imposed on it, him, or her by law or these Bylaws.

Section C. Standing Committees.  Subject to the provisions of Article IX of these Bylaws, the Academy shall have the following Standing Committees:

1. Executive Committee. The Executive Committee shall consist of the President, President-Elect, Vice-President, Secretary, Treasurer, and the Executive Director.  The Executive Director shall be the only member of the Executive Committee who does not have a vote.   The Executive Committee shall exercise, between meetings of the Board, all powers of the Board and shall perform such other specific duties as shall be prescribed in these Bylaws or as may be assigned to it by the Board, except those powers which the Executive Committee is prohibited from exercising by law, the Articles of Incorporation, these Bylaws, or by resolution of the Board.  The Executive Committee shall meet in regular sessions at least one (1) time each year, at a time when the Board is not meeting.  The Executive Committee shall determine the dates and places for its meetings.  Special meetings of the Executive Committee may be called by the President, or by request of any two (2) members of the Executive Committee, provided that five (5) days' notice of the meeting has been given to each member of the Executive Committee and that the purposes of and proposals for the meeting are stated therein.  Any member of the Executive Committee may waive notice of any meeting.

2. Finance Committee.  The Finance Committee shall consist of six (6) members including: (i) the Treasurer, who shall serve as Chair of the Committee; (ii) the President-Elect; (iii) the Vice-President; and (iv) three (3) other Members-at-Large from among the Academy’s Fellow, Senior Fellow, and/or Part-Time Fellow membership categories. The Member-at-Large member must have been a past President of the Academy, served as a committee Chair of the Academy, or have significant experience with fiscal matters.  For the purposes of this Section IX.C.2, the Board shall determine whether a Member-at-Large has “significant experience with fiscal matters.”  The Members-at-Large may serve on the Finance Committee for more than one (1) term. The current President of the Academy and the Executive Director shall serve as ex-officio members of the Finance Committee without a vote.   The Finance Committee, among other things, shall be responsible for preparing an annual budget for the Board’s approval, internal interim financial reports, and the financial policies of the Academy (including but not limited to the Academy’s investment policies).

3. Audit Committee.  The Audit Committee shall be appointed by the Board and shall be responsible for reviewing and making recommendations to the Board regarding the independent auditor’s engagement, the external audit reports, internal audit reports, and the Academy’s financial, legal, and regulatory compliance. The Audit Committee shall also be responsible for such other duties of similar nature and as may be assigned by the Board.
Section D. Advisory committees, task forces, and other advisory bodies.  The Board may, by written resolution, designate one (1) or more advisory committees, task forces, and other advisory bodies not having and exercising the authority of the Board, which shall consist of such persons as the Board designates. The Board shall determine whether, if at all, an advisory committee, task force, or other advisory bodies must include Board members. The advisory committee, task force, or other advisory body may not act on behalf of the Academy or bind it to any actions, but may make recommendations to the Board or to the officers of the Academy.

Section E. Standing Advisory Committees. The Academy shall have the following standing advisory committees:

1. Nominating Committee.  
a. Composition.  Nominating Committee shall consist of five (5) members, and shall include the Immediate Past-President who shall serve as Chairman, the past president from the preceding year (most recent chairman of the committee), and the current President, each of whom shall serve a one (1) year term,. The other two (2) members of the Committee shall be Members-at-Large who must be either Fellow, Senior Fellow and/or Part-Time Fellow members of the Academy, but shall not be members of the incoming or outgoing Board. The Members-at-Large shall be elected by the membership in accordance with the following Subsection E.1.b of this Article.    
b. Duties.  The Nominating Committee shall be responsible for the nomination of Board members, officers, and Nominating Committee Members-at-Large in accordance with this Section.  Board members, officers, and Nominating Committee Members-at-Large shall be elected by the membership in accordance with this Section and the Academy’s policies and procedures as may be amended from time to time.  The Nominating Committee shall solicit and qualify members for nomination.  The Nominating Committee may identify candidates for nomination and may accept nominations from members.  Any member may submit to the Nominating Committee the name or names of candidates whom they recommend to serve as an officer and/or Board member, or as a Nominating Committee Member-at-Large or member on any other committee.  The Nominating Committee shall, after confirming the qualifications and giving due consideration to all recommendations from the membership and such other candidates it may wish to consider, present a slate (Nominating Committee Slate) containing no less than one (1) nominee for each impending vacant office and/or Board seat, and any impending vacant Nominating Committee Member-at-Large position, to the Secretary and the Executive Director.  Members of the Nominating Committee are not eligible for inclusion on the Nominating Committee Slate.  Prior to including an individual on the Nominating Committee Slate, the Nominating Committee shall discuss with that individual the mission of the Academy; the duties and responsibilities of the position for which the individual is under consideration; and answer the individual’s questions.  Only if the individual remains interested in the position for which he or she is being considered shall the individual be included in the Nominating Committee Slate. 
No less than ninety (90) days prior to the annual business meeting of the members, the Nominating Committee shall present the Nominating Committee Slate to the Board.  The Board may either: (i) accept the Nominating Committee Slate; (ii) request that the Nominating Committee present alternative candidates to replace one or more of the candidates identified on the Nominating Committee Slate; or (iii) substitute any or all candidates identified on the Nominating Committee Slate.  No less than sixty (60) days prior to the annual business meeting of the members, the Board shall identify on the Academy’s website a final slate of nominees to replace any officers, Board members, and/or Nominating Committee Members-at-Large whose terms are scheduled to end in conjunction with the upcoming annual business meeting of the members.  Alternate slates may be presented by any member in good standing by submitting to the Academy’s Secretary and the Academy’s Executive Director, no less than thirty (30) days prior to the annual business meeting of the members, a petition identifying the alternative slate signed by not less than five percent (5%) of the Academy’s voting members including the individual(s) included on the alternative slate.  Alternative slates submitted after the deadline or otherwise not in compliance with this provision shall be considered null and void.  If a valid alternative slate and petition is received within the prescribed deadline, a vote of the eligible voting members will be conducted at the annual business meeting of the members.  If no valid alternate slate is received within the prescribed deadline, the Board’s slate shall be elected by acclamation at the annual business meeting of the members.

2. Awards Committee.  The Awards Committee shall consist of the Academy Vice President, who shall be the Chair, a past President at least four (4) years removed, and two (2) Members-at-Large appointed by the current President.  If, during any annual period, no past President at least four (4) years removed is available or willing to serve on the Awards Committee, the Board may appoint an individual to serve during said annual period.  The Awards Committee shall screen all candidates for Academy awards and Honorary membership and make recommendations to the Board in accordance with the Academy’s policies and procedures. Members of the Awards Committee shall be provided with the rules, qualifications, and procedures governing the awards they will consider.

3. Membership Committee. The Membership Committee shall be appointed by the President as approved by the Board and shall consist of a Chair and additional members as the President may deem appropriate.  The terms of the committee members shall be in accordance with Academy policy.  The committee shall review all applications, render interpretations, and recommend candidates for membership in accordance with Article IV of these Bylaws. The committee is also responsible for recruitment, retention and membership constituency management, and shall fulfill other related charges as assigned by the Board.

4. Medical Education Committee.  The Medical Education Committee shall be appointed by the President as approved by the Board, and shall consist of a Chair and additional members as the President may deem appropriate.  The terms of the committee members shall be in accordance with Academy policy.  The committee shall plan and coordinate the Academy’s initiatives to fulfill the Academy’s educational goals and serve the needs of its members and all those associated with the practice of physiatry, and shall fulfill other related charges as assigned by the Board.

5. Quality, Practice, Policy and Research Committee.  The Quality, Practice,  Policy and Research Committee shall be appointed by the President as approved by the Board, and shall consist of a Chair and additional members as the President may deem appropriate.  The terms of the committee members shall be in accordance with Academy policy. The committee shall plan and coordinate the Academy’s health policy, legislative, medical practice, research, clinical quality and related initiatives, and shall fulfill other related charges as assigned by the Board. 

Section F. Subcommittees.  The chairperson of a committee, advisory committee, task force, or other advisory body, with the approval of the President, may appoint necessary subcommittees to consider and report to the committee on a specific issue within the committee’s jurisdiction. A duly appointed member of the standing committee will be designated as chairperson of a subcommittee, Subcommittee members must be members of the Academy who are in good standing.

Section G.   Vacancies.  Vacancies in the membership of any committee, advisory committee, task force, or other advisory body shall be filled by the President.  An individual appointed to fill a vacancy shall begin a new term upon appointment.             

Section H.   Quorum.  A majority of the whole committee, advisory committee, task force, or other advisory body shall constitute a quorum, unless otherwise provided in these Bylaws or by resolution of the Board.

Section I.   Manner of Acting.  A committee, advisory committee, task force, or other advisory body meeting may be called by the Board; the President; the chair of the committee, advisory committee, task force, or other advisory body; or by a majority of the members of the committee, advisory committee, task force, or other advisory body.  A minimum of five (5) days notice shall be given for any committee, advisory committee, task force, or other advisory body meeting.   The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee, advisory committee, task force, or other advisory body unless otherwise provided in these Bylaws or by resolution of the Board.  No member of a committee, advisory committee, task force, or other advisory body may vote by proxy. 

Section J.   Minutes.   Each committee shall keep regular minutes of any action taken on behalf of the Board.  All minutes shall be delivered to the Secretary to be filed in the Academy’s corporate records. 

Section K.  Charters, Guidelines, and Rules.  The Board may adopt additional charters, guidelines, or rules for a committee, advisory committee, task force, or other advisory body as it deems appropriate.  Each committee, advisory committee, task force, or other advisory body may adopt rules for its own governance not inconsistent with the Articles of Incorporation, these Bylaws, the law, or the resolution establishing the committee, advisory committee, task force or other advisory body, or any charter, guidelines, or rules adopted by the Board.                   

Section L.   Informal Action by Committees.  Except as otherwise provided in the resolution establishing a committee, the authority of a committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all members entitled to vote.

Section M. Authority of the Board.  The Board may at any time dissolve, reconstitute, alter, remove a member, or take any other action with regard to a committee, advisory committee, task force, or other advisory body which the Board, in its sole discretion, determines to be in the best interest of the Academy.        

Section N. Liaison Appointments. The President, with the Board’s approval, may appoint a qualified individual to serve in a liaison capacity between the Academy and any other organization with a common interest for a term consistent with the nature of the liaison position.

Section O. Appointments to American Medical Association (AMA) House of Delegates. In the even numbered years, the President, with the Board’s approval, shall appoint Fellow members as Delegates to the AMA House of Delegates, each for a term of two (2) years, and shall designate one Delegate as Chair. 

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ARTICLE X - COUNCILS

The Board may, by written resolution, establish one (1) or more formal constituency models that concentrate(s) its membership into specific focused groups to advance growth and innovation in the various specialized area of PM&R (Councils). The Board may create one (1) or more Councils as it deems necessary to fulfill its duties and responsibilities and further its exempt purposes.  Each Council shall have and exercise the authority specifically authorized by the Board as provided in the resolution establishing the Council, any charter adopted by the Board regarding the Council’s governance (Charter), and any other guidelines, rules, policies and/or procedures adopted by the Board for the Council.  The Council shall have no authority to act other than as provided by the Board.  The Board may at any time dissolve, reconstitute, alter, or take any other action with regard to a Council which the Board, in its sole discretion, determines to be in the best interest of the Academy.

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ARTICLE XI - FINANCES

Section A. Raising of Funds. Funds for conducting the affairs of the Academy may be raised by: (1) initiation fees, annual dues and regular and/or special assessments imposed on the members; (2) voluntary contributions, devises, bequests, and other gifts; and (3) any other manner approved by the Board.

Section B. Fiscal Years. The Academy’s fiscal year is from January 1 to December 31.

Section C.   Budget.  The financial operations of the Academy shall be conducted in accordance with the Academy’s budget as approved or amended by the Board.

Section D.   Annual Audit.  The Board shall require an annual audit report by a certified public accountant covering all income and expenditures within the Academy for each fiscal year and the financial condition as of the end of each year. 

To Articles XII through XVIII of AAPM&R Bylaws