The Board shall adopt and may maintain and/or amend from time to time a Code of Conduct to serve as a guideline for professional conduct in connection with the various specialized area of PM&R and a statement of ideals, commitments and responsibilities of the physiatrist to patients, their families, other health professionals, and society.
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Section A. Causes. The Academy may take disciplinary action against a member who has committed one or more of the following acts:
1. Default in payment of dues and assessments.
2. Suspension or expulsion by the local medical society.
3. Suspension or revocation of license to practice medicine.
4. Violation of the Code of Conduct.
5. Commission of a crime involving moral turpitude.
6. Other act determined in the discretion of the Board to be detrimental to the best interests of the Academy.
Section B. Procedure. Disciplinary action by the Academy against a member shall be taken by the Board. The Board shall establish policies and procedures to govern the undertaking of disciplinary action and provide such policies and procedures to any member charged with disciplinary violations. Disciplinary action may include, without limitation, the suspension or revocation of membership. The action of the Board on a disciplinary matter under this Article shall be final and not subject to appeal.
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In the absence of any provisions in these Bylaws to the contrary, all meetings of the members, of the Board, and of any committee, advisory committee, task force, or other advisory body shall be governed by the parliamentary rules and usages contained in the current edition of Robert’s Rules of Order.
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Any notice required pursuant to these Bylaws may be delivered by facsimile, email, or other electronic means to the address of the member appearing in the records of the Academy. Any action provided for in these Bylaws that are 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 Academy or a member shall be effective for any such notices, communications or actions.
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Members of the Board, or of any standing committee, advisory committee, subcommittee, task force and/or other advisory bodies designated by the Board and/or these Bylaws, may take any action permitted or authorized by these Bylaws pursuant to meeting by means of conference telephone or other electronic and/or telecommunications equipment in which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence at such meeting.
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Section A. Indemnification in Actions Other than by or in the Right of the Academy. The Academy shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Academy) by reason of the fact that he or she is or was a Board member, officer, employee, or agent of the Academy, or is or was serving at the request of the Academy as a Board member, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Academy and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Academy or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section B. Indemnification in Actions by or in the Right of the Academy. The Academy shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Academy to procure a judgment in its favor by reason of the fact that such person is or was a Board member, officer, employee, or agent of the Academy, or is or was serving at the request of the Academy as a Board member, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Academy, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Academy, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section C. Right to Payment of Expenses. To the extent that a Board member, officer, employee, or agent of the Academy has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections A and B of this Article, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection therewith.
Section D. Determination of Conduct. Any indemnification under Sections A and B of this Article (unless ordered by a court) shall be made by the Academy only as authorized in the specific case, upon a determination that indemnification of the Board member, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections A or B of this Article. Such determination shall be made (a) by the Board by a majority vote of a quorum consisting of Board members who were not parties to such action, suit, or proceeding; (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Board members so directs, by independent legal counsel in a written opinion; or (c) by the members entitled to vote, if any.
Section E. Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Academy in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the Board member, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Academy as authorized in this Article.
Section F. Other rights. The indemnification provided in this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these Bylaws, any agreement, vote of members or disinterested Board members, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Indemnification provided hereunder shall continue as to a person who has ceased to be a Board member, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section G. Insurance. The Academy may purchase and maintain insurance on behalf of any person who is or was a Board member, officer, employee, or agent of the Academy, or who is or was serving at the request of the Academy as a Board member, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Academy would have the power to indemnify such person against such liability under the provisions of this Section.
Section H. Severability. If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
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Section A. Amendments by the Board. The power to alter, amend, or repeal these Bylaws or adopt new bylaws shall be vested in the Board unless otherwise provided in the Articles of Incorporation or these Bylaws. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. Prior to adopting any amendments pursuant to this Section A, the Board shall provide the voting members of the Academy with notice of the proposed amendments at least thirty (30) days prior to the Board meeting at which the amendment will be considered for adoption by the Board.
Section B. Amendments by the Members. In addition, these Bylaws may be amended by a majority of the voting members present at a meeting at which a quorum is present, provided that not less than thirty (30) days prior to the meeting a written notice of intention to amend, specifying the amendment, is given to each member entitled to vote.
Section C. General Content. These Bylaws may contain any provisions for the regulation and management of the affairs of the Academy not inconsistent with the law or the Articles of Incorporation.
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