TXACP Bylaws

(As amended by the Board of Directors on June 3, 2006)

The Texas Chapter
of the AMERICAN COLLEGE OF PHYSICIANS
Services

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 of Directors may from time to time determine.

ARTICLE II
PURPOSES

Section 2.1. The purposes of the Corporation are as set forth in
the Articles of Incorporation, and include maintaining an organization of qualified physicians to further the objects and purposes of ACP Services, a Pennsylvania nonprofit corporation (“ACP Services”), to support and improve the practice of internal medicine and the scientific, economic, social and political aspects of medicine in order to secure and maintain the best patient care and the highest standards of medical practice. In pursuing such purposes, the Corporation shall not act so as to impair its eligibility for exemption from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or any successor provision.

Section 2.2. The Corporation is subject to any limitations and restrictions imposed on it by the Bylaws of ACP Services, or by any resolution passed by the Board of Directors of ACP Services. If the Corporation does not comply with such restrictions the Corporation shall be required (without limiting any other actions which may be required of it), upon request of ACP Services, to cease being an affiliate of ACP Services, or using the name of ACP Services, the American College of Physicians, any abbreviation thereof, or any similar term.

ARTICLE III
MEMBERSHIP

Section 3.1. Membership in the Corporation shall consist of those persons who are from time to time the members of the Texas Chapter ("Chapter") of the American College of Physicians, a Delaware nonprofit corporation ("ACP.”)

ARTICLE IV
MEETINGS OF MEMBERS

Section 4.1. All meetings of the members of the Corporation shall be held to the extent feasible in conjunction with meetings of the Chapter, as the Board may determine.

Section 4.2. An annual meeting of the members of the Corporation shall be held each year in conjunction with the annual meeting of the members of the Chapter. Special meetings of the members may be called at any time by the President, by any two members of the Board or by at least ten percent of the members of the Corporation entitled to vote, upon written request delivered to the Secretary of the Corporation.

Section 4.3. Written 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, unless a greater period of notice is required by statute.

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. Methods of notice for meetings of the members shall be consistent with those outlined in Section 9.4.

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.

ARTICLE V
BOARD OF DIRECTORS

Section 5.1. The Board of Directors shall consist of those persons who serve as current members of the Board of Directors of the Chapter.

Section 5.2. 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 Corporation, and may exercise all such powers of the Corporation 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 Corporation or by the President of the Corporation. Notwithstanding the foregoing, the Corporation shall not use the name American College of Physicians, ACP, or other names utilized by the Chapter, ACP Services or ACP without the prior approval of the Chapter and ACP Services. The annual budget of the Corporation shall require approval by the Board of Directors of the Corporation and written notification to ACP Services.

ARTICLE VI
BOARD MEETINGS

Section 6.1. The meetings of the Board may be held at such place within Texas or elsewhere as a majority of the Board members may designate from time to time or as may be designated in the notice calling the meeting. To the extent feasible, meetings shall be held in conjunction with meetings of the Board of Directors of the Chapter.

Section 6.2. At least three regular meetings of the Board shall be held each year, 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 member of the Board at least 14 days before the meeting.

Section 6.3. Special meetings of the Board may be called by the President or by the Secretary-Treasurer upon written request of any two members of the Board on 24 hours notice to each member of the Board. Notice of each special meeting of the Board shall specify the time and place of the meeting.

Section 6.4. A majority of the members of the Board 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 at which a quorum is present shall be the acts of the Board, except as may be otherwise specifically provided by statute or by these Bylaws, If a quorum shall not be present at any Board meeting, the Board members present 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. 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 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.

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 Corporation and with the minutes of the proceedings of the Board.

ARTICLE VII
OFFICERS

Section 7.1. The officers of the Corporation shall be the Governors, Governor-Elect, if any, a President, a President-Elect, one Immediate Past President, and a Secretary-Treasurer. These officers shall comprise the Executive Committee, which shall have the authority to exercise all powers of the Board between Board meetings. The Executive Committee shall keep records of any actions and report at the next meeting of the Board for its approval or disapproval.

Section 7.2. The Nominations Committee shall nominate one or more candidates for each of the offices of President-Elect, and Secretary-Treasurer. The officers shall be elected by the Directors from among the Directors at the annual meeting of the Directors, shall not be the same officers as those of the Chapter, and shall serve in their respective offices until the next annual meeting of the Directors and until their successors are duly elected. Officers’ terms shall be for one year, with the exception of the Secretary-Treasurer, whose term shall be two years, eligible for re-election up to 3 consecutive terms total.

Section 7.3. Any officer may be removed by the Board whenever, in its judgment, the best interests of the Corporation will be served thereby. If the office of any officer becomes vacant because of removal by the Board, death, resignation or any other reason, such vacancy shall be filled by a majority vote of the Board, unless otherwise provided for by statute or by these bylaws. Any person so elected shall serve until conclusion of the next annual meeting of the Board.

Section 7.4. The Board may appoint such other officers, assistant officers and agents as the needs of the Corporation 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 Corporation shall be determined by the Board.

THE PRESIDENT

Section 7.6. The President shall (1) preside at meetings of the members and of the Board; (2) attend meetings of the committees, except for the Nominations Committee; (3) act as a liaison between the Corporation and the Chapter and ACP Services; (4) report periodically to the Chapter and ACP Services on the activities of the Corporation; and (5) perform such other duties as the Board may prescribe or delegate. The President shall be the chief executive officer of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. 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.

Section 7.7. The President 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 Corporation.

IMMEDIATE PAST PRESIDENT

Section 7.8. 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.

PRESIDENT-ELECT

Section 7.9. 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 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.

THE SECRETARY-TREASURER

Section 7.10. The Secretary-Treasurer shall attend all sessions of the Board and meetings of the members and record all the votes of the Corporation and the minutes of all the transactions, and shall perform like duties for the committees of the Corporation 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 President, under whose supervision the Secretary-Treasurer shall be.

Section 7.11. The Secretary-Treasurer shall maintain custody of the Corporation's funds and securities, shall keep full and accurate accounts of receipts and disbursements and shall deposit all funds of the Corporation in such depositories as shall be designated by the Board.

Section 7.12. The Secretary-Treasurer shall pay all bills and expenses of the Corporation and report to the Board, as requested, but at least annually, on all transactions and the financial condition of the Corporation. 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 7.13. If required by the Board, the Secretary-Treasurer shall give the Corporation 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 7.14. 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

EXECUTIVE DIRECTOR

Section 7.15. 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 7.16. 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 7.17. The Executive Director shall not contractually bind the chapter without authorization by the President.

ARTICLE VIII
COMMITTEES

Section 8.1. The Board may designate and create such standing or temporary committees, in addition to those provided for in these Bylaws, as it believes appropriate from time to time. To the extent not prohibited by law or by these bylaws, such committees shall have such duties and responsibilities as the Board may deem appropriate.

Section 8.2. The President shall annually appoint a Chair for the Nominations Committee who will appoint a committee of not less than four members of the Corporation, including one member from each district. Consideration regarding the corporation’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.

The Committee shall nominate candidates for the offices of President-Elect and Secretary- Treasurer.

Section 8.3. The President may annually appoint a Medical Services Committee, including at least one member of the Board. The President shall serve as a nonvoting member of the Committee. The Committee shall keep abreast of technological and public policy developments in the area of payment, coverage, coding, documentation, and medical review policies that are adopted by third party payers, both public and private, which impact the provision of high-quality and cost-effective care to patients. The Committee shall make recommendations to the Board of Directors as it deems appropriate. The Chair shall annually appoint members to serve on such advisory boards and committees as may be deemed essential for the purpose of representing the interests of Chapter members and their patients.

Section 8.4. 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. The Committee shall:

  1. Prepare an annual budget for financial or legal activities of the Corporation.
  2. Provide liaison with any and all accounting and legal firms retained by the Corporation.
  3. Assure that appropriate financial statements are prepared, review all prepared financial statements and provide appropriate internal audits of the financial activities of the Corporation.
  4. Obtain audits of the Corporation’s financial activity whenever deemed necessary.

Section 8.5. The President may appoint a Chair of the Health and Public Policy Committee to serve for a two-year term to begin immediately following the annual chapter meeting in odd-numbered years. The chair will appoint a committee to include at least two Board members. The Governors shall serve as nonvoting members of the Committee. The Chair shall annually appoint members to serve on such advisory boards and committees as may be deemed essential for the purpose of representing the interests of Chapter members and their patients.

The Delegate and Alternate Delegate representatives to the Texas Medical Association (TMA) House of Delegates and to the TMA Interspecialty Society Committee shall be members of the Committee.

The Committee shall keep abreast of technological, legislative, and public policy developments in the areas of medical practice, health care and the organization and delivery of health services affecting the health care of patients and the practice of internal medicine, and make such recommendations to the Board as it deems appropriate.

The committee shall advise and direct the work of the chapter’s advocacy staff in implementing the chapter’s legislative agenda, and involve the chapter membership in the development and implementation of policy initiatives.

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 Corporation 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 Corporation shall be signed by such officer or officers as the Board may from time to time designate.

FISCAL YEAR

Section 9.3. The fiscal year of the Corporation shall be from July 1 of one year to June 30 of the following year.

NOTICES

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 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.

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 Corporation 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 Corporation) by reason of the fact that such person is or was a representative of the Corporation, 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 Corporation, 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 Corporation, 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 Corporation 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 Corporation 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 dues shall be established by the Board annually. The annual dues shall not be assessed against any member who is exempt from the payment of annual dues to ACP, unless such member is exempt solely because of the payment of a life membership fee to ACP

Section 9.9. All dues, fees and assessments shall be collected by the ACP and remitted to the Chapter.

PARLIAMENTARY AUTHORITY

Section 9.10. The procedure for all meetings of the Chapter shall be according to Robert’s Rules of Order.

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 vote of the members of the corporation present and 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 fundamental change such as the foregoing or such as a merger, division, or dissolution shall be effective without the approval of ACP Services.

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