ARTICLE I - NAME
The name of this organization is the American Academy of Physical Medicine and Rehabilitation, hereinafter referred to as the Academy.
ARTICLE II - OFFICES
The Academy shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office, and may have other offices within or without the state.
ARTICLE III - PURPOSES
The Academy’s purposes are to promote the art and science of medicine and the betterment of public health through an understanding and utilization of the functions and procedures of physical medicine and rehabilitation. The Academy seeks to be a leader in assisting physical medicine and rehabilitation (PM&R) physicians to acquire the continuing education, practice knowledge, leadership skills, and research information needed to provide quality patient care, and to represent the best interests of patients with, or at risk for, disabilities. The Academy seeks to further the interests of all PM&R physicians and PM&R patients by advancing excellence in the practice of physiatry.
ARTICLE IV - MEMBERSHIP
Section A. Classes of Members. The Academy is composed of the following eleven (11) membership classes:
1. Fellow. A Fellow member must acquire primary certification from the American Board of Physical Medicine and Rehabilitation (ABPMR) or the American Osteopathic Board of Physical Medicine and Rehabilitation (AOBPMR) and maintain medical licensure. A Fellow ,ember’s achievement of primary certification grants them Fellow membership, regardless of country of residence. A Fellow member’s membership automatically terminates in the event their licensure is revoked or suspended.
2. Associate. An Associate member must have successfully completed training in an approved PM&R residency program (Approved Residency) and maintain medical licensure. For the purposes of these Bylaws, an Approved Residency includes: (i) all PM&R residency programs accredited by the Accreditation Council for Graduate Medical Education (ACGME); and (ii) all other PM&R residency programs that have training requirements deemed equivalent, in the sole discretion of the Academy’s Membership Committee, to the training requirements of an ACGME accredited residency program.
3. Resident. A Resident member must be: (i) a full time resident in an Approved Residency; or (ii) a full time resident in an Approved Residency program in a related medical specialty as part of a combined residency program. For the purposes of Section A.3(ii), only residency programs accredited by the ACGME or deemed by the Academy’s Membership Committee to have training requirements equivalent to the training requirements of an ACGME accredited residency program qualify. In addition, for the purposes of Section A.3(ii), the Academy’s Membership Committee shall determine in its sole discretion whether a medical specialty constitutes a “related medical specialty.”
4. Associate Fellow. An Associate Fellow member must be a full time physician in an Approved Residency studying for a graduate degree related to PM&R training.
5. Medical Student. A Medical Student member must be a medical student in good standing at an accredited medical school. For the purposes of this Section A.5, the Academy Board of Governors (Board) shall determine in its sole discretion whether a medical school is considered “accredited.”
6. Senior Fellow. A Senior Fellow member must have been a Fellow member in good standing for at least fifteen (15) years and have completed a process to affirm retirement due to age or permanent disability and no longer be compensated in a medically-related field.
7. Part-time Fellow. A Part-time Fellow member must have been a Fellow member in good standing for at least fifteen (15) years and must be at least sixty-five (65) years of age and no longer involved in their professional activity on a full time basis.
8. International. An International member must reside and be legally qualified to practice medicine in a country other than the United States, have completed or be in the process of completing the education, training and experience equivalent to the education, training and experience required for certification by the ABPMR or AOBPMR, but never been certified by either body. For the purposes of this Section A.8, the Academy’s Membership Committee shall determine in its sole discretion whether a candidate’s education, training and experience is equivalent to the education, training and experience required for certification by the ABPMR or AOBPMR.
9. Honorary. An Honorary member must have performed an outstanding and/or unique service in the field of physiatry resulting in national or international recognition, and must not be eligible to be a Fellow member, Associate member or Senior Fellow member. For the purposes of this Section A.9, the Academy’s Awards Committee shall determine in its sole discretion whether a candidate’s service in the field of physiatry was outstanding and/or unique and resulted in national or international recognition.
10. Inactive. An Inactive member must be a member in good standing who is facing a period of protracted personal hardship or illness and, therefore, seeks to transfer his/her membership from active to inactive status. For the purposes of this Section A.10, the Academy’s Membership Committee shall determine in its sole discretion whether a member’s situation constitutes “protracted personal hardship or illness.”
11. Research/Academic. A Research/Academic member must be a non-physician health care professional with a PhD degree and a current academic appointment in a division or department that includes PM&R within an accredited North American medical school. For the purposes of this Section A.11, the Academy’s Membership Committee shall determine in its sole discretion what constitutes a “non-physician health care professional,” what constitutes a “division or department that includes PM&R,” and what constitutes an “accredited North American medical school.”
Section B. Voting and Rights. Fellow members, Senior Fellow members, and Part-time Fellow members in good standing shall have the right to vote on all actions requiring a vote of the Academy members. No other members shall have a right to vote, hold office, or serve as a Chair on standing committees.
Section C. Election to Membership.
1. Application. Unless otherwise set forth in these Bylaws, in order to be considered for membership in the Academy, an application for membership (Application) must be submitted to the Academy by or on behalf of the candidate (Candidate). All Applications shall be submitted to the Membership Committee, on forms prescribed by the Academy and in accordance with the Academy’s procedures.
2. Review and Consideration. The Membership Committee shall review all complete and properly submitted Applications. Following its review of the Applications, the Membership Committee shall present to the Board the names of the Candidates that meet the requirements for membership, and its recommendation for approval by the Board. The Board shall consider the Membership Committee’s recommendations and approve a final list of Candidates from among the list of Candidates recommended by the Membership Committee. The Board will present its final list of approved Candidates to the Academy members for their consideration and election.
3. Automatic Inclusion on Board’s Final List of Approved Candidates. An Associate, International, or Associate Fellow member that acquires primary certification from the ABPMR or AOBPMR, shall have his/her name automatically included on the Board’s final list of approved Candidates for Fellow membership. A Resident member, upon successful completion of an Approved Residency, shall have his/her name automatically included on the Board’s final list of approved Candidates for Associate membership.
4. Election by Members. Candidates whose names appear on the Board’s final list of approved Candidates shall be presented to the membership for its consideration at the next annual business meeting of the members.
5. Election by Membership Committee. A Fellow member who qualifies and wishes to change his/her membership class to become a Senior Fellow member shall submit a written request to the Membership Committee for its consideration. If the Membership Committee approves the request, the Fellow member shall be declared a Senior Fellow member at the next annual business meeting of the members. A Fellow member who qualifies and wishes to change his/her membership class to become a Part-time Fellow member shall submit a written request to the Membership Committee for its consideration. If the Membership Committee approves the request, the Fellow member shall be declared a Part-time Fellow member at the next annual business meeting of the members.
6. Election by Board. Any Fellow may nominate a Candidate for Honorary membership. It is the responsibility of the Fellow nominating the Candidate for Honorary membership to submit an Application to the Awards Committee with adequate and verifiable information regarding the Candidate’s qualifications. If the Awards Committee approves the Application, the Application shall be submitted to the Board for its consideration. If the Board approves the Application, the Candidate shall be declared an Honorary member at the next annual business meeting of the members. Any member who qualifies and wishes to change his/her membership status to that of an Inactive member, shall submit an Application to the Board for its consideration. If Board approves the Application, the Candidate shall immediately become an Inactive member. The Membership Committee annually reviews the status of each Inactive member. The Board, upon recommendation by the Membership Committee, may reactivate any Inactive member to their prior active membership class.
Section D. Termination of Membership.
1. By Board Action. The Board may terminate the membership of any member when the Board determines such action is in the best interest of the Academy. In the event of any decision by the Board to terminate a member’s membership pursuant to this Section, the Secretary shall notify the member that their membership has been terminated by the Board pursuant to this Section. The Board’s decision to terminate a member’s membership is not subject to appeal.
2. For Nonpayment of Dues, Assessments or other Obligations. The membership of any member who has not paid dues within thirty (30) days following their due date, or has not paid in full any other assessment or obligation on or before the due date established by the Board, shall automatically terminate without any further notice or action by the Board. Those whose membership is terminated in accordance with this Section may request reinstatement, but must first pay in full all amounts due to the Academy and, in addition, reapply for membership if required by Section E of this Article.
3. Upon Revocation or Suspension of Medical License, or Failure of Qualifications. The membership of any member whose medical license is revoked or suspended, or whose qualification for membership shall otherwise terminate and/or no longer exist, shall automatically terminate without any further notice or action by the Board. Terminated members whose suspended or revoked license, or terminated qualification(s), is reinstated may reapply for membership in accordance with Section E of this Article.
4. Termination of Rights. All the rights and privileges of any member of the Academy including, but not limited to, all rights to vote, to hold office, and to attend meetings at the member registration rate shall immediately cease upon the termination of membership or upon the member’s death.
Section E. Reinstatement.
1. Generally. The Board may, but is not required to, reinstate such former member’s membership on such terms as the Board may deem appropriate.
2. Following Termination for Failure to Pay Dues. Any former member whose membership lapsed for nonpayment of dues may reinstate their membership in accordance with Academy procedure.
3. Following Termination for Revoked or Suspended License. Any former member in good standing whose membership lapsed for revoked or suspended licensure may reapply to the Academy Membership Committee for reinstatement of membership.
Section F. Resignation. Any member may resign by filing a written resignation with the Academy Secretary, but such resignation shall not relieve the member of the obligation to pay any dues, assessments, or other debt due to the Academy as of the date of said resignation, and any said obligation shall remain due until paid in full.
Section G. Transfer of Membership. Membership in this Academy is not transferable or assignable.
Section H. Compliance with Bylaws and Other Governing Documents. The acceptance of membership in the Academy evidences a member’s agreement to comply with all of the provisions of these Bylaws and all policies, procedures and other governing documents of the Academy.
ARTICLE V - MEETINGS OF MEMBERS
Section A. Annual Meetings of the Members. At least one (1) regular business meeting of the members shall be held each year (typically in conjunction with the Academy’s annual assembly) at a time and place designated by the Board. In the event any scheduled annual business meeting of the members is cancelled due to reasons beyond the Board’s control, the Board will attempt to reschedule the annual business meeting of the members if the Board determines doing so is financially viable and there exists a reasonable expectation a membership quorum will attend the rescheduled meeting. The Board may suspend the annual business meeting of the members under other circumstances in which the Board deems it in the best interest of the Academy.
Section B. Special Meetings. A Special Meeting of the members may be called at any time by the Board, or by written petition signed by at least ten percent (10%) of the voting members, and may be held at any place designated by the Board or the petitioning members. If no designation is made by the Board or by the petitioning members, the meeting shall be held at the Academy’s administrative headquarters.
Section C. Notice of Meetings. Written notice stating the place, date, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than five (5) nor more than sixty (60) days before the date of such meeting, or, in the case of the annual business meeting, a merger, consolidation, or dissolution, or a sale, lease, or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the date of the meeting. In the case of the annual business meeting, the Academy will endeavor to provide or make available in advance an agenda and the order of business determined by the Board. In case of a special meeting or when required by law or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Academy, with postage thereon prepaid. If sent via facsimile, email or other electronic transmission, notice of a meeting shall be deemed delivered upon delivery of the transmission. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.
Section D. Quorum. Twenty Five (25) voting members of the Academy in good standing and present in person at meetings of the members constitutes a quorum for the purpose of conducting business. If a quorum is present, an affirmative vote of a majority of those present is required for any action by the members, unless the vote of a greater number is required by the Illinois General Not for Profit Corporation Act, the Articles of Incorporation, or these Bylaws. If less than a quorum is present at any meeting of the members, a majority of the voting members who are present may adjourn (postpone) the meeting to a future date, in which case no further notice of the adjourned (rescheduled) meeting is required. Other than adjourning the meeting, no action may be taken at a meeting if less than a quorum is present. At any adjourned (rescheduled) meeting, if a quorum is present, any business may be transacted that might have been transacted at the original meeting.
Section E. Voting. On any matter to be voted upon at any meeting of members, each member with voting rights shall be entitled to one (1) vote. There shall be no voting by proxy or cumulative voting. The act of a majority of the members present and voting at a meeting at which a quorum is present shall be the act of the membership of the Academy, except where otherwise provided by law or these Bylaws. The members present at a duly called meeting at which a quorum is present may continue to transact business in the event members exit the meeting leaving less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum, or the vote of a greater number if required by the Articles of Incorporation or the Bylaws. In addition to any action of the members that may be required by law, membership action is required for the election of members, election of the Nominating Committee Members-at-Large and the election of the Board. Consistent with Article VI, all other action on behalf of the Academy is the responsibility of the Board. Only matters designated for membership vote by these Bylaws or by law, regarding which notice was provided to the members, may be voted on at meetings of the members.
Section F. Fixing the Record Date for Voting. For the purpose of determining the members entitled to notice of or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the Board may fix in advance a date as the record date for any such determination of members, such date in any case shall be no more than sixty (60) days and, for a meeting of members, not less than five (5) days, or in the case of an annual business meeting, merger, consolidation, or dissolution or a sale, lease, or exchange of assets, not less than twenty (20) days before the date of such meeting. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is delivered shall be the record date for such determination of members. When determination of members entitled to vote at any meeting of members has been made, such determination shall apply to any adjourned meeting.
Section G. Manner of Voting. Voting on any question or in any election may be by voice unless the chair of the meeting shall order or any member shall demand voting be by ballot.
Section H. Informal Action by Members Entitled to Vote. Any action required to be taken at a meeting of the members of the Academy, or any other action that may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either (a) by all the members entitled to vote with respect to the subject matter thereof, or (b) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voting. If such consent is signed by less than all of the members entitled to vote, then such consent shall become effective only (a) if, at least five (5) days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof, and (b) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those members entitled to vote who have not consented in writing. If approved by the Board, notices and consents in writing may be sent to the members, and returned to the Academy, by electronic transmission.