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Article
I. NAME
Article II. OBJECTIVES
Article III. MEMBERSHIP
Article IV. GOVERNMENT OF THE
COLLEGE
Article V. MEMBERSHIP LIABILITY
Article VI. AMENDMENT OF
CONSTITUTION
Article VII. DISTRIBUTION OF ASSETS
UPON DISSOLUTION
Article
I. NAME
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.
Article
III. MEMBERSHIP
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.
Article
IV. GOVERNMENT OF THE COLLEGE
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.
Article
V. MEMBERSHIP LIABILITY
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.
Article
VI. AMENDMENT OF CONSTITUTION
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:
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the proposed amendment
shall be in writing and signed by at
least five Fellows of the society;
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the proposed amendment
shall be in the hands of the Secretary
at least four months before the annual
meeting of the College;
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the Secretary shall
submit the proposed amendment to the
Committee on Constitution and Bylaws;
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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;
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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.
Article
VII. DISTRIBUTION OF ASSETS UPON
DISSOLUTION
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.
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