Texas Chapter of the American College of Physicians
Foundation Bylaws

As amended by the Foundation Board of Directors on May 31, 2013

Article 1 - Name and Location

Section 1.    The name of this organization is the Texas Chapter of the American College of Physicians Foundation. The principal office shall be located in Austin, Texas at the business office of the Texas Chapter of the American College of Physicians.

Article 2 - Purpose and Mission

Section 1.    Purpose.    The Foundation is an organization that shall be operated exclusively for educational and charitable purposes.
Section 2.    Mission.    The Foundation represents the goals of the internal medicine physician profession; to foster knowledge and philanthropy that enhances quality health care in Texas.
Section 3.    Contribution.    Disbursement shall be for educational and philanthropic purposes that enhance health care in Texas.

Article 3 - Board of Directors

Section 1.    General Powers.    The affairs of the Foundation shall be managed by the Foundation Board of Directors. The Board of Directors may delegate to officers of the Foundation, committees or other agents, such powers as they see fit.
Section 2.    Composition.    The initial Foundation Board of Directors shall be composed of three internists who are members of the Texas Chapter of the American College of Physicians.  The Board of Directors may subsequently be increased to a Board not to exceed nine members, the majority of whom must be internal medicine specialists or subspecialists.
Section 3.    Member Appointment.    Directors shall be appointed by the Foundation Board of Directors of the Texas Chapter of the American College of Physicians.  Terms will commence on July 1 of each year. Each director appointed shall hold office for a three-year term (and may be appointed to more than one such term) except that the members of the initial Board of Directors shall serve as follows:  One member will be appointed to an initial two-year term, one to a three-year term, and one to a four-year term; this will provide for staggered terms in the future.
Section 4.    Resignation.    Any director may resign at any time by giving 30 days written notice of such resignation to the President, Vice President, or Secretary of the Foundation.
Section 5.    Termination of Appointment.    A director’s appointment may be terminated at any time by the Foundation Board of Directors by a 2/3 vote.
Section 6.    Regular Meetings.    The Board of Directors shall hold meetings at such a time and at such places as shall be designated by the President, one generally to occur in conjunction with the annual business meeting of the Texas Chapter of the American College of Physicians.
Section 7.    Special and Telephonic Meetings, Action in Writing in lieu of Meeting.    Special meeting of the Board of Directors may be called by the President or by any two directors.  Any authorized person or persons calling a special meeting of the Board shall designate the time and place, in accordance with normal Board procedures.  Notice of special meetings shall be made in a timely manner, with at least fourteen (14) days notice required, except in unusual situations where the President may use his/her discretion. Members of the Board of Directors may participate in any meeting of such Board by means of telephone communication and may take action.  When such a meeting is conducted by means of a telephone conference, a written record as would be made for a regular meeting shall be made of the action(s) taken at such meeting. Votes can be conducted via email with the same effect as a conference call meeting. 
Section 8.    Notice.    Notice of any regular meeting shall be given at least thirty (30) days previously thereto, as further described in Article 8.
Section 9.    Quorum.    A majority of the Board of Directors shall constitute a quorum for any meeting of the Board for the transaction of business.
Section 10.    Vacancies.    In the event of the death, termination, or resignation of a member of the Board of Directors after his/her appointment, the TXACP Foundation Board of Directors shall appoint a director by a majority vote of those participating to fill the remainder of the term.

Article 4 - Officers

Section 1.    Officers.    The officers of the Foundation shall be the President, Vice President, Secretary and Treasurer. The officers shall be selected from and by the directors of TXACP Foundation. The officers shall perform the duties prescribed by these bylaws and the parliamentary authority adopted by the Foundation. 
Section 2.    Duties of Officers.     

  1. The President shall execute the contracts and documents on behalf of the Foundation and shall preside at all business meetings of the Foundation. The President shall report the activities of the Foundation to the Board of Directors of the Texas Chapter of the American College of Physicians and shall have such other duties as may be prescribed from time to time by the Foundation Board.
  2. The Vice President shall perform the duties of the President in the absence of the President. The Vice President shall have the powers and perform such other duties as may be prescribed from time to time by the Board.
  3. The Secretary/Treasurer shall have charge of keeping the minutes of the Board of Directors meetings; executing the general correspondence; and in general, performing all duties from time to time may be assigned by the President or Board of Directors. The Secretary/Treasurer should also be responsible for adequate and proper accounts of the properties and funds of the Foundation. He/she shall, at the business meetings, give a report to the Board of Directors. The Treasurer shall deposit or instruct to be deposited all monies in the name and to the credit of the Foundation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Foundation as may be ordered by the Board of Directors; shall render to the Board of Directors, whenever it may request it, an account of all his/her transactions as Treasurer, and of the financial condition of the Foundation; and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 3.    Election and Term of Office.    All officers of the Foundation shall be elected annually from and by the Board of Directors of the Foundation. The term of office for all offices shall be one year; there will be no prohibition to repeated election. Terms will commence on the date of election. Eligibility of President. The President shall always be an Internist who belongs to the TXACP. There is a requirement of one year of membership on the Foundation or TXACP Board prior to a member’s eligibility for the office of President. 
Section 4.    Vacancies.    In case of any office of the Foundation becomes vacant, a majority of the Board of Directors of the Foundation may elect an officer to fill such vacancy and the officer so elected shall hold office for the unexpired term.

Article 5 - Committees 

Section 1.    Standing Committees.    Standing committees of the Foundation shall be established by the Board of Directors of the Foundation. Committee chair(s) shall be members of the Board of Directors of the Foundation and be appointed by the President. Each committee shall be responsible for the performance of its duties and responsibilities as assigned by the Board. 
Section 2.    Executive Committee.    In the event the Board of the Foundation deems it advisable to establish an Executive Committee, and does so establish one, such committee shall consist of the President, Vice President, Secretary/Treasurer. The committee shall be responsible for considering any urgent business of the Foundation when it is impractical to convene the entire Board. Meetings shall be called by the President, and committee action shall be reviewed by the Board at its next meeting. 

Article 6 - Indemnification

Section 1.    Indemnification.    In carrying out the powers and duties granted to and imposed upon them under or by virtue of these bylaws, the directors, officers, and employees of the Foundation shall be indemnified against and held harmless from personal liability for any expense, damage and/or loss (including reasonable attorneys’ fees) arising out of or resulting from their acts or failures to act, except to the extent that such a loss or damage may be occasioned by their willful misconduct. 

Article 7 - Amendments

Section 1.    Amendment of Bylaws.    The Board of Directors shall have the power to make, alter, amend or repeal the Bylaws of the Foundation at any regularly scheduled business meeting where there is a quorum of the participating Board; provided that the proposed action would not result in the loss of the Foundation’s tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code. I hereby certify that the above and foregoing amended Bylaws of the corporation were adopted by action of its Board of Directors.

Article 8 - Notices

Section 1.    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 Corporation or supplied by him to the Corporation for the purpose of notice. 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.