Approved by Board of Regents on July 22, 2017
The Texas Chapter of the AMERICAN COLLEGE OF PHYSICIANS
(As amended by the Board of Directors on November 2, 2012)
Approved by the Board of Regents February 14, 2013
(As amended by the Board of Directors on November 4, 2016)
ARTICLE I | OFFICES
Section 1.1. The name of the Corporation shall be the Texas Chapter of the American College of Physicians.
Section 1.2. The Corporation may have such offices as the Board may from time to time determine.
ARTICLE II | PURPOSES
Section 2.1. The purposes of the Chapter are exclusively charitable and educational as set forth in the Articles of Incorporation of the Chapter and include the organization of those members of the American College of Physicians (the "ACP") who are members of the Chapter, in order to further the objects and purposes of the ACP.
Section 2.2 The Chapter is subject to any limitations and restrictions imposed on it by the Bylaws of the ACP or by any resolution passed by the Board of Regents of the ACP, and if it does not comply with such restrictions the Chapter shall be required (without limiting any other actions which may be required of it), upon request of the ACP, to cease being a Chapter of the ACP or using the name of the ACP.
Section 2.3 Notwithstanding any other provision of these Bylaws:
- No part of the net earnings of the Chapter shall inure to the benefit of any director or officer of the Chapter or any private individual (except that reasonable compensation may be paid for services rendered to or for the Chapter affecting one or more of its purposes); and no director, officer or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Chapter. No substantial part of the activities of the Chapter shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Chapter shall not participate in, or intervene in (including the publication or distribution of statements) of any political campaign on behalf of any candidate for public office.
- The Chapter shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under 170(c)(2) of the Internal Revenue Code and Regulations as they now exist or as they hereafter be amended.
- Upon dissolution of the Chapter or the winding up of its affairs, the assets of the Chapter shall be distributed exclusively to the charitable organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended.
- The Chapter is organized pursuant to the Texas Non-Profit Corporation Act and does not contemplate pecuniary gain or profit and is organized for non-profit purposes.
ARTICLE III | MEMBERSHIP
Section 3.1. Membership in the Chapter shall consist of those persons who are members of the ACP and whose mailing address for purposes of receiving notices and publications of the ACP is in Texas.
Section 3.2. A Chapter member shall automatically be accorded the same class of membership as such member holds in the ACP. Only a Chapter member who belongs to the Member, Fellow, or Master class of membership shall be entitled to hold an office of the Chapter or vote on Chapter matters, provided, however, that other members may vote in the election of members of advisory boards or committees composed solely of members of such class, and may be appointed to serve as a voting member of a chapter committee. After two years of Resident/Fellow membership, Residents/Fellows shall have the right to vote, but they shall not have the right to hold office, except that (1) Residents/Fellows may be appointed by their region to serve as voting members of the Board of Directors, in accordance with Sec. 5.1, and (2) Residents/Fellows may be appointed to serve as voting members of committees.
Section 3.3. The Chapter will be divided into five districts designated as Far Northwest, Northwest, Northeast, Southwest, and Southeast. Each district shall be geographically comprised of specific Postal Zip Code areas and district boundaries shall be defined by these zip codes.
ARTICLE IV | MEETINGS OF MEMBERS
Section 4.1. All meetings of the members shall be held at such place, either within or without Texas, as the Board may from time to time determine.
Section 4.2. An annual meeting of the members shall be held in each year for the election of Board members and officers, at such time as the Board shall determine. Notwithstanding the foregoing, the selection of Board members and officers may be held by mail as set forth in Section 8.6 below. Special meetings of the members may be called at any time by the President, any two members of the Board or at least ten percent of the members of the Chapter entitled to vote, upon written request delivered to the secretary of the Chapter.
Section 4.3. Notice of any meeting of members, stating the time, place, and the general nature of the business to be transacted, shall be served not less than ten nor more than sixty days before such meeting. Methods of notice must be consistent with those outlined in Section 9.4.
Section 4.4. Except as may be otherwise provided by statute or by these Bylaws, a quorum for the transaction of business at any meeting shall consist of those members entitled to vote who are present in person.
Section 4.5. Except as may be otherwise provided by statute or by these Bylaws, the vote of a majority of the members entitled to vote who are present in person shall decide any question brought before any meeting, except as may be otherwise specifically provided by statute or by these Bylaws.
ARTICLE V | BOARD OF DIRECTORS
Section 5.1. The Board of Directors shall consist of the Governors of the Chapter, the Governor-Elect, if any, the President, the President-Elect, the Immediate Past President, Secretary-Treasurer and fifteen Chapter members, including 2 Directors elected from each of the five geographic districts of the state and five Directors at large. Board members (other than officers) shall serve staggered three-year terms. Board members may be elected to serve no more than two consecutive terms. Governors are non-voting members of the Board of Directors. A Resident/Fellow from each of the five Districts shall also serve on the Board. The Residents/Fellows will hold a total of two votes, one for the Northern Region and one for the Southern Region of Texas. Residents/Fellows shall have one-year terms and may be re-elected up to a total of two years. There will be two medical student members from the Medical Student Council who will serve as non-voting members. Medical Students shall have one year terms and may be re-elected up to a total of two years.
Section 5.2. The Board shall strive by all practical means to ensure that the composition of the Chapter’s Board reflects the Chapter’s composition of academic, practicing, male, female, urban, rural, ethnic and diverse training backgrounds.
Section 5.3. Vacancies in the elected Board positions due to death, resignation or removal, (other than among officers), including vacancies resulting from an increase in the number of members constituting the Board, shall be appointed by the President of the chapter, at the next board meeting or within ninety days of the vacancy and serve the the original term of the position filled.
Section 5.4. The duties of the Board shall be those ordinarily performed by a Board of Directors of a corporation. The Board shall manage the business and affairs of the Chapter, and may exercise all such powers of the Chapter and do all such lawful acts and things as are not by statute or by these Bylaws directed or required to be exercised and done by the members of the Chapter or by the Governors of the Chapter.
Section 5.5. Elected Board members shall attend at least two of the three annual board meetings. If a member is unable to attend at least two annual board meetings, the matter will be addressed by the board and at the discretion of the board, the member may be asked to resign. There is an expectation that board members will meet in-person for the annual board meetings.
ARTICLE VI | BOARD MEETINGS
Section 6.1. The meetings of the Board may be held at such place within Texas or elsewhere as the President may designate from time to time or as may be designated in the notice calling the meeting.
Section 6.2. A minimum of three regular meetings of the Board shall be held each year, one of which is at the Annual meeting of the Chapter, and at such times and places as shall be determined from time to time, by resolution of the Board. Notice of each regular meeting of the Board shall specify the time and place of the meeting and shall be given each Board member at least fourteen days before the meeting. An organizational meeting of the new Board may be held at the same place and immediately after the annual meeting at which the Board members were elected. No notice need be given to the newly elected Board members in order to legally constitute the meeting.
Section 6.3. Special meetings of the Board may be called by the Governors, President or the Secretary-Treasurer upon written request of any two members of the Board on 24 hours’ notice to each Board member. Notice of each special meeting of the Board shall specify the time and place of the meeting.
Section 6.4. A majority of Board members entitled to vote shall constitute a quorum for the transaction of business, and the acts of a majority of the Board members present at a meeting shall be the acts of the Board, except as may be otherwise specifically provided by statute or by these Bylaws for which the board members present and entitled to vote shall constitute a quorum. If a quorum shall not be present at any Board meeting, the Board members present thereat may adjourn the meeting. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted other than by announcement at the meeting at which such adjournment is taken.
Section 6.5. One or more Board members may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and communicate with each other, and all Board members so participating shall be deemed to be present in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Teleconferencing may be made available at the discretion of the President.
Section 6.6. Any action which may be taken at a meeting of the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the Board members and shall be filed with the secretary of the Chapter and with the minutes of the proceedings of the Board.
ARTICLE VII | OFFICERS
Section 7.1. The officers of the Chapter shall be the Governors, who shall be the senior elected officers of the chapter, the Governor-Elect, if any, one President, one President-Elect, one Immediate Past President and a Secretary/Treasurer. The officers shall be Fellows or Masters of the ACP.
Section 7.2. Except with respect to the offices of Governor and Governor-Elect and except as hereinafter provided in the case of vacancies, the officers shall be elected by the members of the Chapter entitled to vote at each annual meeting of the members and shall serve in their respective offices until the next annual meeting of the members or until their successors are duly elected. Notwithstanding the foregoing, such officers may be elected by mail ballot as set forth in Section 8.6 below.
Section 7.3. The Board may remove any officer (other than the Governors or Governor-Elect) whenever, in its judgment, the best interests of the Chapter will be served thereby. If the office of any officer becomes vacant because of removal by the Board, death, resignation or any other reason, except for the office of Governor or Governor-Elect, such vacancy shall be filled by a majority vote of the Board, unless otherwise specifically provided by statute or by these bylaws. Any person so elected shall serve until a successor is elected or at any special meeting of the members duly called for that purpose and held prior thereto. If the Governor ceases to serve, the Governor-Elect shall become Governor. In the absence of such Governor-Elect, the President shall serve as Acting-Governor until a new Governor is selected pursuant to the Bylaws of the ACP.
Section 7.4. The Board may appoint such other officers, assistant officers and agents as the needs of the Chapter may require who shall hold their positions for such terms and shall have such authority and shall perform such duties as from time to time shall be determined by resolution of the Board.
Section 7.5. The salaries and expense allowances, if any, for all officers and agents of the Chapter shall be determined by the Board.
Section 7.6. The Governors shall be elected pursuant to the provisions of the Bylaws of the ACP and shall serve for such term and shall perform such functions as are set forth in such Bylaws. The Governors shall (1) attend meetings of the members and of the Board; (2) attend meetings of the committees; (3) act as a liaison between the Chapter and (a) the College and (b) other Chapters; (4) report periodically to the College's Board of Governors on activities of the Chapter, (5) promote applications for membership in the College and evaluate the recommendations of the Chapter's Credentials/Membership Committee for such membership; and (6) perform such other duties as the Board may prescribe or delegate to them. The Governors shall have general supervision of the Chapter and shall assist the President to see that all orders and resolutions of the Board are carried into effect.
Section 7.7 A Governor shall execute bonds, mortgages and other contracts, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Chapter.
Section 7.8. The Governor-Elect, when selected, shall perform the functions of the Governor in the absence of the Governor.
Section 7.9. The President shall be the presiding officer of the Chapter and work with the Governors to see that all orders and resolutions of the Board are carried into effect. The President shall preside at meetings of the membership, the Board and the executive committee. He/she shall be an ex officio member of all committees and shall make all committee appointments unless otherwise specified by the Bylaws.
The term of the President shall be one year, beginning and ending at the conclusion of the Annual meeting, after which year the President shall assume the office of Immediate Past President.
If a vacancy occurs in the office of President, the President-Elect shall assume the office for the remainder of that term and shall continue in such office for the following one-year term.
IMMEDIATE PAST PRESIDENT
Section 7.10. The Immediate Past President shall perform such duties as may be assigned by the Board. The term of the Immediate Past President shall be one year, beginning and ending at the conclusion of the Annual meeting.
If a vacancy occurs in the office of Immediate Past President, such office shall remain vacant until the President shall succeed to such office.
Section 7.11. The President-Elect shall discharge the duties of the President in the absence of the President and shall perform other duties as the Board may prescribe or the President delegate. The nominee for the office of President-Elect must be a Master or Fellow of the ACP. The term of the President-Elect shall be one year, beginning and ending at the conclusion of the Annual Meeting.
If a vacancy occurs in the office of the President-Elect, such office shall remain vacant until a replacement can be nominated by the Nominations Committee, which shall be specially convened for this purpose, and elected by the members of the Board of Directors.
Section 7.12. The Secretary-Treasurer shall attend all sessions of the Board and meetings of the members and record all the votes of the Chapter and the minutes of all the transactions, and shall perform like duties for the committees of the Chapter when required. The Secretary-Treasurer shall give, or cause to be given, notice of all meetings of the members and of special meetings of the Board, and shall perform such other duties, as may be prescribed by the Board or Governors, under whose supervision the Secretary-Treasurer shall be. The nominee for the office of Secretary-Treasurer must be a Master or Fellow of the ACP. The term of the Secretary-Treasurer shall be two years, eligible for re-election up to 3 terms total.
Section 7.13. The Secretary-Treasurer shall maintain custody of the Chapter funds and securities, shall keep full and accurate accounts of receipts and disbursements and shall deposit all funds of the Chapter in such depositories as shall be designated by the Board. The Secretary-Treasurer shall file an accurate and timely tax return for the organization and its subsidiaries each year.
Section 7.14. The Secretary-Treasurer shall pay all bills and expenses of the Chapter and report to the Board, as requested, but at least annually, on all transactions and the financial condition of the Chapter. The Secretary-Treasurer shall present a written report of the financial condition of the Chapter at each meeting of the Board of Directors and furnish an annual financial statement to the members of the Chapter at the annual business meeting.
Section 7.15. If required by the Board, the Secretary-Treasurer shall give the Chapter a bond in such sum and with such surety or sureties as may be satisfactory to the Board, for the faithful discharge of the duties of the office.
Section 7.16. If a vacancy occurs in the office of the Secretary-Treasurer, the office shall remain vacant until a replacement can be nominated by the Local Nominations Committee, which shall be specially convened for this purpose, and elected by the members of the Board of Directors. The Immediate Past President shall fulfill the duties of the Secretary-Treasurer until a replacement is elected.
Section 7.17. The administrative business of the chapter may be carried on by an Executive Director. The Executive Director shall serve ex officio, without vote, on the Board of Directors, and on committees of the chapter. The Executive Director shall be supervised by the President, subject to the direction of the Board of Directors.
Section 7.18. In addition to carrying out other duties as may be assigned by the President or the Board of Directors, the Executive Director shall implement the programs and policies of the Board, represent the chapter where appropriate to do so in matters of public relations, hire and supervise the chapter staff, and report to the Board of Directors at its meetings as to the activities of the chapter.
Section 7.19. The Executive Director shall not contractually bind the chapter without authorization by the Governors.
ARTICLE VIII | COMMITTEES
Section 8.1. The Board may designate and create standing or temporary committees in addition to those provided for in these Bylaws. Such committees shall have such duties and responsibilities, as the Board may deem appropriate.
Section 8.2. The Executive Committee, shall be comprised of the officers (including Governors) of the Board which shall have the authority to exercise all powers of the Board between meetings of the Board. All members of the Executive Committee are entitled to vote. The Executive Committee shall keep records of any actions and report at the next meeting of the Board for its approval or disapproval.
Section 8.3. The President may annually appoint a Credentials/Membership Committee of at least eight members of the Chapter, including one member from each district, who belong to the "Fellow" class of membership and at least one member from each district who is not currently serving on the Board. The Governors shall serve as voting members of the Committee.
Section 8.4. The Committee shall:
- Upon the request of the Governor, review the qualifications of persons for membership and advancement to Fellowship in the ACP who would, by virtue of such membership, also be members of the Chapter, and, when appropriate, recommend that such persons be endorsed by the Governor. Those candidates for Fellowship will be reviewed by the national Credentials Subcommittee for recommendation for election consistent with the procedures established in the Bylaws of the ACP.
- Actively seek members who might qualify for Fellowship and encourage them to apply for advancement.
- Actively seek nonmembers of the ACP who by their special background and achievements might qualify for direct admission to Fellowship.
- Promote membership in ACP and the Chapter.
LOCAL NOMINATIONS COMMITTEE
Section 8.5. The President shall annually appoint a Chair for the Local Nominations Committee who will appoint a committee of not less than four members of the Chapter, including one member from each district. Consideration regarding the chapter’s composition of academic, practicing, male, female, urban, rural, ethnic and diverse training backgrounds must be made when appointing the Committee. The Governors may serve as nonvoting members of the Committee.
Section 8.6. The Committee shall nominate candidates for the Board and for the offices of President-Elect and Secretary-Treasurer.
Section 8.7. The Committee shall submit to the Chapter membership at least 60 days prior to the annual meeting of the members a list of candidates for the Board and for the offices of President-Elect and Secretary-Treasurer. However, at the annual meeting of the members the floor shall be open for the nomination, by members entitled to vote, of additional candidates. In such event, only those candidates nominated in accordance with that procedure and those duly nominated by the Nominating Committee shall be eligible for election. Notwithstanding the foregoing, the Board may determine to conduct such elections by mail ballot in lieu of a meeting of the members and in accordance with state law, in which case the election shall be held as determined by resolution of the Board.
GOVERNOR’S NOMINATING COMMITTEE
Section 8.8. The Governor whose term is expiring shall appoint a Chair for the Governor’s Nominating Committee and a committee of no less than three members of the Chapter who reside in that Governor’s region. The Committee shall submit to the national Governors’ Subcommittee on Nominations, as requested by the ACP, the names of two candidates for the position of Governor-Elect of the Region. The two candidates must be nominated from among the Chapter’s Masters and Fellows, neither candidate having previously served as Governor in the Chapter. The election process will be conducted pursuant to the Bylaws of ACP.
Section 8.9. One Governor will annually appoint an Education Committee, including at least one member of the Board of Directors. The Governor shall serve as a nonvoting member of the Committee.
Section 8.10. The Committee shall assess the educational needs of the chapter membership and plan local regional scientific and educational meetings. The Committee shall identify, recommend, and implement innovative educational opportunities for internists, and as a subsidiary goal, for other health professionals and patients, for implementation on the chapter Web site, and other media.
Section 8.11. The President may annually appoint an Administration Committee, including the Secretary-Treasurer, who serves as chair of the committee, and at least two members of the Board. The Governors shall serve as nonvoting members of the Committee.
Section 8.12. The Committee shall:
- Prepare an annual budget for financial or legal activities of the Chapter.
- Provide liaison with any and all accounting and legal firms retained by the Chapter.
- Assure that appropriate financial statements are prepared, review all prepared financial statements and provide appropriate internal audits of the financial activities of the Chapter.
- Obtain audits of the Chapter financial activity whenever deemed necessary.
Section 8.13. The President may annually appoint a Residents/Fellows Committee, chaired by a Chapter member and may include member representatives from each of the Texas residency programs. If the chair is not an elected member of the Board, he or she shall serve on the Board as an ex officio member of the Board, without vote. The Governors shall serve as nonvoting members of the Committee.
Section 8.14. The Committee shall serve as a liaison with the Texas residency programs to promote the choice of internal medicine as a career. The Committee shall promote and implement residents’ competitions, Residents/Fellows’ meetings, support the Residents/Fellows’ Councils, and other activities as appropriate. The Committee shall seek additional grant funds to support a broad range of Residents/Fellows activities.
Section 8.15. The President may appoint a communications committee. The Governors will serve as nonvoting members of the committee.
Section 8.16. The Committee shall serve as the editorial board for the Chapter’s communications including the Chapter newsletter and Chapter website.
AWARDS AND RECOGNITIONS COMMITTEE
Section 8.17. The President may appoint an Awards and Recognitions Committee. The Governors, Governor-Elect, and Immediate Past Governors shall serve on the committee.
Section 8.18. The committee shall select awardees for the annual Laureate and other chapter awards based on a call for nominations, review of applications, and selection and recommendation of award candidates to the Board.
MEDICAL STUDENTS COMMITTEE
Section 8.19. The President shall annually appoint the Medical Students Committee, chaired by a Chapter member with no fewer than eight members. The Committee shall serve as a liaison with the Texas medical schools to promote the choice of internal medicine as a career through support for internal medicine student interest groups, student competitions, the General Internal Medicine Statewide Preceptorship Program (GIMSPP), and other activities as appropriate. No fewer than half of the Committee members shall be physicians primarily engaged in private practice. The Committee shall also include physicians primarily employed by Texas' medical schools, a representative of the Texas Higher Education Coordinating Board (THECB) (ex officio without vote), and physicians who serve as active preceptors in the GIMSPP. If the Chair is not an elected member of the Board, he or she shall serve on the Board as an ex officio member, without vote. The Governors shall serve as nonvoting members of the Committee.
The Committee shall oversee and have full authority and responsibility for the administration of the THECB grant for the purpose of operating the General Internal Medicine Statewide Preceptorship Program. The Committee shall be bound by the THECB contract, and all rules, program guidelines, and procedures developed by the THECB.
The Committee shall seek grant funds to support a broad range of medical student activities.
The Committee shall prepare and submit to the Board annually:
- A report delineating the participation of Texas medical students by medical school in the GIMSPP,
- A report detailing the preceptors actively participating in the GIMSPP, including the total number of preceptors available;
- A financial report delineating the GIMSPP’s fiscal year income and expenditures by expense category,
- A report of GIMSPP outcomes regarding students’ choice of internal medicine as a career,
- An operating budget for the GIMSPP, and
- A report detailing the financial support provided to the internal medicine student interest groups, grant sources, numbers of student participants, and their activities.
MEDICAL STUDENT COUNCIL
Section 8.20. The president of the Student Interest Group at each medical school will serve as the representative to a Medical Student Council, formed for the purpose of enhancing communication between the Board of Directors and the medical student membership of the Texas chapter.
Section 8.21. The President may annually appoint a resolutions committee to include one member from each district. The Governors will serve as voting members of the committee.
Section 8.22. The Committee shall: Actively solicit resolutions from the Chapter membership; Identify issues of concern to the Chapter membership that have the potential for positive change via organized institutional advocacy, and generate resolutions based upon those concerns; Determine recommendations to the board of directors for action by a simple majority vote of the committee members.
Section 8.23. The Committee shall present all resolutions to the Chapter board of directors with a recommendation for action, rationale for recommendation, including any relevant existing ACP and Texas Chapter policy statements.
Section 8.24. It shall be the decision of a majority of the Board of Directors to adopt a resolution to be presented on behalf of the Chapter. The Chapter Governors shall present Chapter resolutions to the ACP Board of Governors.
Section 8.25. The Executive Committee is authorized to create or approve resolutions submitted by the Resolutions Committee if an urgent issue arises between meetings of the board of directors, for timely referral to the ACP Board of Governors.
ARTICLE IX | GENERAL PROVISIONS REPORT TO MEMBERS
Section 9.1. The President shall submit at the annual meeting of the members a full report of conditions of the Chapter together with a review of its acts for the preceding year.
CHECKS AND NOTES
Section 9.2. All checks or demands for money and notes of the Chapter shall be signed by such officer or officers as the Board may from time to time designate.
Section 9.3. The fiscal year of the Chapter shall be from July 1 of one year to June 30 of the following year.
Section 9.4. Whenever, under the provisions of the statutes of the Articles of Incorporation or of these Bylaws, notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof through the mail, charges prepaid, or by facsimile transmission or electronic mail, or by recognized delivery service to the appropriate address appearing on the books of the Chapter or supplied by him to the Chapter for the purpose of notice, or by publication in a newsletter. Notice shall be deemed to have been given when delivered in person, or sent by facsimile or electronic mail or three days after being deposited in the mail or with a recognized delivery service.
Section 9.5. Whenever any written notice is required to be given by statute or by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent of the giving of such notice. Except in the case of a special meeting of members, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of any person entitled to vote at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
LIABILITY AND INDEMNIFICATION
Section 9.6. Subject to any limitations imposed by statutes, the Chapter shall indemnify any current or former officer, Board member or employee 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, (and whether or not by, or in the right of, the Chapter) by reason of the fact that such person is or was a representative of the Chapter, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action 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 Chapter, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no persons shall be entitled to indemnification pursuant to these Bylaws in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however , in instances of a claim by or in the right of the Chapter, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Chapter unless and only to the extent that the court determines 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 that the court shall deem proper.
Section 9.7. Unless ordered by a court, any indemnification under section 9.7 or otherwise permitted by law shall be made by the Chapter only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the applicable standard of conduct set forth under that section has been met. Such determination shall be made by the Board by a majority vote of a quorum consisting of Board members who were not parties to the action or proceeding; if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Board members so directs, by independent legal counsel in a written opinion; or by the members.
DUES AND FEES
Section 9.8. The Board shall establish the dues annually. The annual dues for the various classes of membership shall not exceed the annual dues for the same respective classes of membership in the ACP. The annual dues shall not be assessed against any member who is exempt from the payment of annual dues to the ACP, unless such member is exempt solely because of the payment of a life membership fee to the ACP.
Section 9.9. All dues, fees and assessments shall be collected by the ACP and remitted to the Chapter.
Section 9.10. The procedure for all meetings of the Chapter shall be according to the American Institute of Parliamentarians Standard Code of Parliamentary Procedure.
EX OFFICIO STATUS
Section 9.11. Unless otherwise specified in these bylaws, any member of a committee or the Board of Directors who holds such position in an ex officio status shall have all the rights accorded to a member of such committee or board, including the right to vote.
ARTICLE X | AMENDMENTS AND FUNDAMENTAL CHANGE
Section 10.1. The Articles of Incorporation or Bylaws may be altered, amended or repealed by a two-thirds majority vote of the members entitled to vote thereon at any regular or special meeting duly convened after notice to the members of that purpose, or, to the extent permitted by law, by a two-thirds vote of the members of the Board at any regular or special meeting duly convened, subject always to the power of the members to change such action by the Board members; provided however, that no such fundamental change as the foregoing or such as a merger, division, or dissolution shall be effective without the approval of the Board of Regents of the ACP.