Section 10 - CONSTITUTION

The name of this society shall be the American College of Preventive Medicine.

Article II.  OBJECTIVES

(1)  To establish and perpetuate an educational and scientific national society composed of qualified physicians who specialize in those areas of preventive medicine established by the American Board of Preventive Medicine, incorporated, for certification purposes.

(2)  To maintain and advance the highest possible ideals and service standards in education, practice and research in preventive medicine.

(3)  To encourage, promote and support universities and their several schools in their efforts to achieve the highest standards of teaching and research in preventive medicine.

(4)  To stimulate education and training in preventive medicine and its associated academic disciplines at all levels.

(5)  To support the development and strengthening of effective preventive health services provided by official, voluntary and other organizations.

(6)  To enhance and maintain the interest of practicing physicians in health promotion and disease prevention and to further their training in these activities where applicable within all medical specialties.

(7)  To take such other action as may appear at any time to be desirable, to promote the health of the individual, the community, the Nation, and the world.

In order to pursue properly the objectives and purposes set forth, the College shall have full power and authority to purchase, lease and otherwise acquire, hold, mortgage, convey and otherwise dispose of all kinds of property both real and personal, both in this State and all other states, territories, and dependencies of the United States, and generally to perform all acts which may be deemed necessary or expedient for the proper and successful pursuit of the objectives and purposes for which this College is created.

No part of the net earnings or other assets of this College shall inure to the benefit of any member or other individual.

The membership of the College shall be of the following classes:  Fellow, Fellow Emeritus, Honorary Fellow, Member, Member Emeritus, Associate, Affiliate, and Resident.  Qualifications for membership in the corporation shall be provided in the Bylaws.

Membership shall be based on a system of dues to be fixed in the bylaws and upon payment of dues, each member shall be entitled to a certificate of membership.  The certificate of membership shall be signed by the President and by the Secretary.  Members may resign by written notice.

No person shall be denied membership on the basis of sex, race, age, sexual preference, or political or religious belief.

The officers of this College shall consist of a President, a President-Elect, an immediate Past President, a Regent for each specialty area ever certified by the American Board of Preventive Medicine, a Secretary and a Treasurer.  The offices of Secretary and Treasurer may be held by the same person.  The President-Elect shall serve as President pro-tem in the absence of the President.

All officers and Regents whose terms shall have expired shall be elected by ballot as provided in the Bylaws and announced at the annual meeting of the College.

The Officers shall serve for terms of two years.  The Regents for designated geographic regions shall serve for terms of three years.  The President-Elect shall enter upon his/her duties as President at the end of the second annual meeting following his/her election.

The Officers of the College, by virtue of their election, shall become members of the Board of Regents of this corporation.

The management of the College shall be vested in, and exercised by, a Board of Regents which shall consist of not fewer than ten (10) nor more than twenty-five Fellows (Members or Fellows in the case of the Young Physician Regent) of the corporation elected in accordance with the Bylaws.

The annual meeting shall be held once each year at a time and place designated by the Board of Regents for the transaction of such business as may properly come before the meeting.

Fellows, Members, Associates and Affiliates whose dues are paid for the current fiscal year shall be entitled to one (1) vote in any annual or special membership meeting, ballot or referendum.

Failure to elect officers or Regents annually shall not dissolve this corporation nor impair its corporate existence or management but the officers and Regents then in office shall remain in office until their successors have been duly elected or installed.

All elections shall be held under such rules and regulations as may be from time-to-time determined by the Board of Regents or provided in the Bylaws.

A majority of Regents shall constitute a quorum and a quorum shall be necessary to consider any question that may come before any meeting of the Regents.  The affirmative vote of a majority of Regents present and voting shall be necessary to decide any question.

The Board of Regents shall have the power to make, alter and annul such Bylaws, rules and regulations for the government of the affairs of this corporation as it may deem proper.

The Board of Regents shall have the authority to appoint an Executive Committee consisting of not less than four members of the Board and which shall have full authority of the Board for emergency interim action (between regular meetings of the Board) and which shall report its action to the Board at its next scheduled meeting.  A majority of the Executive Committee shall constitute a quorum.

The Board of Regents shall have authority to appoint a chief executive officer and to appoint or approve the appointment of other staff on either a part-time or full-time basis.

No member of this College shall ever be held liable or responsible for contracts, debts or defaults of this College in any further sum than the unpaid dues, if any, owing by him or her to the College, nor shall any more informality in organization have the effect of rendering the Articles of Incorporation null or of exposing the members to any liability other than as above provided.

Amendments to this constitution may be adopted at the annual meeting of the College or by ballot on approval of the Officers and Board of Regents and upon a two-thirds affirmative vote of the members voting, and subject to the following conditions:

1. the proposed amendment shall be in writing and signed by at least five Fellows of the society;
    

2. the proposed amendment shall be in the hands of the Secretary at least four months before the annual meeting of the College;
    

3. the Secretary shall submit the proposed amendment to the Committee on Constitution and Bylaws;
    

4. the Board of Regents shall then vote on the advisability of presenting the proposed amendment to the voting members as a whole for their consideration;
    

5. a two thirds majority of the Board of Regents voting favorably shall make it mandatory upon the Secretary to notify the membership at large of the proposed amendment at least sixty days before the annual meeting or other designated voting deadline in event of a ballot or referendum.

In the event that the College shall be dissolved, its assets at the time of dissolution shall be distributed to one or more organizations exempt from Federal Income Tax in accordance with Section 501(c)(3) of the Internal Revenue Code of 1954 or subsequent provisions to be used for purposes identical or similar to those of the College.