Chapter Bylaws

Chapter I

NAME AND PURPOSE

Section 1. Name. This organization shall be known as the Minnesota-Midwest Regional Chapter of the American Association of Clinical Endocrinologists (hereinafter referred to as the "Chapter").

Section 2. Purpose. This corporation is organized as a corporation not-for-profit within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder, or the corresponding provisions of any future United States Internal Revenue Law ("Code"). The purpose of the Chapter shall be to insure optimal care and the highest standard of medical practice for patients with endocrine, diabetes and related metabolic disorders, and to serve as a representative spokesman for and to the physicians in the Chapter treating patients with endocrine. Diabetes and related metabolic disorders, and thereby to serve as a resource for the development of policy within the Chapter concerning endocrine disease.

Chapter II

MEMBERSHIP

Section 1. Eligibility. All members in good standing of the American Association of Clinical Endocrinologists (AACE) shall be eligible for membership in the Chapter.

Section 2. Classes of Members.The Chapter shall have classes of membership identical to the AACE membership classes. The qualifications for membership in the respective classes are:

a) Active Membership. The qualifications for admission to active membership in the Chapter shall require that the applicant be a physician who has an active license to practice medicine in the United States and is engaged in the treatment of patients with, or involved in research or educational activities relating to, endocrine disease. Each active member shall have the right to vote, to hold office, be a director, and serve on committees so long as the member remains in good standing.

b) Associate Membership. The qualifications for admission to associate membership in the Chapter shall require that a physician be enrolled in a postgraduate training program for treatment or investigation of endocrine disease. Associate members may vote, hold office, be a director and may serve on committees.

c) Honorary Membership. Honorary membership may be conferred by the Board of Directors upon such persons who have provided distinguished service to the Chapter or to the endocrinology community. Honorary members shall not be required to pay any dues or assessments and shall not have the right to vote, to hold office or be a director, but may serve on committees.

d) Inactive Membership. Inactive membership may be extended to former active members who are not at the time in active practice, or are confronted by unusual, personal extenuating circumstances as judged by the Chapter Board of Directors. A member may not remain in this category for more than two years, after which the member must reactivate the membership or resign. Inactive members are not required to pay dues or assessments, and may not vote, hold office, be a director, or serve on committees.

e) Senior Membership. Active members who have retired from practice, have reached age 65 and have been a member of the Chapter for either five (5) years or as long as the Chapter has been in existence may apply for senior membership. Senior members pay reduced dues as determined by the Board of Directors. Senior members may vote, serve on committees, hold office and be a director.

f) Emeritus Membership. Active members who have reached age 68 and have held continuous membership in the Chapter for ten years will be placed in Emeritus status. Emeritus members pay no dues but retain all rights of active membership.

Section 3. Termination of Membership. Membership in the Chapter shall terminate when the member ceases to hold membership in the American Association of Clinical Endocrinologists or fails to pay Chapter dues as specified in Article VIII.

Whenever any action is taken by the Chapter which results in the termination of a member's rights to membership other than for non-payment of dues or cessation of AACE membership, the Chapter shall provide the member with written notification by letter, return receipt requested, of its actions and the reasons therefore, at least thirty (30) days before the effective date of the termination of membership. This written notification shall inform the terminated member that he/she has the right to petition the Chapter Board of Directors for a hearing.

The terminated members request for a hearing shall be in writing. The Chapter Board of Directors shall afford the individual an opportunity to present evidence, either in writing or orally at the discretion of the hearing body. Such hearing shall be held not less than fifteen (15) days after the request for the hearing has been received by the Chapter. The effective date of the termination of membership shall be postponed pending the decision of the hearing body.

The decision of the hearing body shall be final. Failure of the affected individual to request this hearing within (30) days after receipt of notification may constitute waiver of his or her right for this appeal.

The Chapter shall notify AACE of any scheduled hearings and actions within ten (10) days of the date such actions are taken and shall notify AACE of any action terminating a Chapter member at the same time the member is notified.

AACE will determine if the reasons for Chapter membership termination also warrant termination of membership in AACE, subject to AACE bylaws regarding member termination procedures.

Section 4. Reinstatement of Members. A person whose membership has been terminated may be reinstated only upon reinstatement of membership in AACE, if the termination was initiated by AACE action, and upon approval by the Chapter Board of Directors and verification of membership in AACE if the termination was initiated by the Chapter.

Chapter III

MEETINGS

Section 1. Annual Meeting. The Chapter shall hold an annual meeting, open to all members and invited guests, at a time and place designated by the Chapter Board of Directors. The purpose of meeting shall be to elect Chapter Officers and Chapter Board of Directors members, present education programs, and to transact other business that may come before the Chapter.

Section 2. Special Meetings. Special meetings of the membership may be called at any time by the Chapter President after consultation with the Chapter Board of Directors or upon written request of not less than twenty percent (20%) of the membership.

Section 3. Notice of Meeting. A written or printed notice stating the place, day and hour of any Chapter meeting shall be mailed to each member of the Chapter not less than thirty (30) days before the date of the meeting. In the case of special meetings, the purpose or purposes of the meeting shall be stated in the notification and no other business shall be transacted except that stated in the call.

Section 4. Quorum. At any meeting of the membership of the Chapter, a majority of the members present and voting at such meeting shall constitute a quorum for the transaction of business.

Chapter IV

BOARD OF DIRECTORS

Section 1. General Powers. The property and affairs of the Chapter shall be managed by the Chapter Board of Directors.

Section 2. Composition. The Chapter Board of Directors shall consist of: the officers of the Chapter, four members of the Chapter at large, and one member appointed by the Chapter President. The AACE Membership Chairman for the state/region shall be an advisory member of the Board of Directors of the Chapter.

Section 3. Election and Term of Office. The Chapter Board of Directors shall be elected by the members of the Chapter present and voting at each annual meeting of the Chapter, and shall serve for three (3) years.

Section 4. Vacancies. A vacancy on the Chapter Board of Directors may be filled by action of the members of the Chapter Board of Directors at any of its meetings. The individual so appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor.

Section 5. Meetings. Meetings of the Chapter Board of Directors may be called by the Chapter President, who also serves as Chairman of the Chapter Board of Directors, or at the request of a majority of the Chapter Board of Directors members. The President shall fix the place for holding all meetings unless otherwise directed by the Chapter Board of Directors. The Chapter Board of Directors shall meet at least once each year.

Section 6. Notice. A written or printed notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be mailed to each Chapter Board of Directors member not less than thirty (30) days before the date of the meeting.

Section 7. Quorum. A majority of the members of the Chapter Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Chapter Board of Directors.

Chapter V

OFFICERS

Section 1. Officers. The officers of the Chapter shall consist of the President, one or more Vice President, the Immediate Past President, and the Secretary/Treasurer.

Section 2. Election and Term of Office. The term of office of shall be for one year and the Chapter Officers shall be elected by the members of the Chapter at an annual meeting.

Section 3. Vacancies. If a vacancy in an office occurs it shall be filled by action of the members of the Chapter Board of Directors at any meeting of the Chapter Board of Directors.

CHAPTER VI

DUTIES OF OFFICERS

Section 1. President. The President of the Chapter shall be the chief elected officer of the Chapter and shall in general supervise and direct the business and affairs of the Chapter, subject to the direction and control of the Chapter Board of Directors. The Chapter President shall serve as Chairman at all meetings of the membership and of the Chapter Board of Directors. The Chapter President, in consultation with the Chapter Board of Directors and committee chairmen, shall appoint the members of all standing and ad hoc committees of the Chapter.

Section 2. Immediate Past President. The Chapter Immediate Past President shall assist the Chapter President in the discharge of the duties of the Chapter President as the Chapter President may direct, and shall perform such duties as from time to time may be assigned by the Chapter President. In the absence of the President, the Immediate Past President shall perform the duties of the Chapter President.

Section 3. Vice President(s). The Chapter Vice President(s) shall perform duties as from time to time may be assigned by the Chapter President or by the Chapter Board of Directors.

Section 4. Secretary/Treasurer.
The Chapter Secretary/Treasurer shall:
(a) Notify all members in advance of all Chapter member meetings;
(b) Keep a record of the proceedings of all Chapter annual meetings and the meetings of the Chapter Board of Directors.
(c) Oversee the collection and retention of all funds due or accepted by the Chapter;
(d) Expend the funds under the direction of the Chapter Board of Directors;
(e) Submit to the Chapter Board of Directors an annual financial report;
(f) Arrange for an audit of the financial records (if necessitated);
(g) Otherwise perform the duties expected of a Chapter Secretary/Treasurer.

CHAPTER VII

COMMITTEES

Section 1. Establishment and Composition. Committees may be established by resolution of the Chapter Board of Directors, adopted at any duly called and constituted meeting. The size, purposes and powers of any such committee shall be as provided in such resolution. The Chapter President shall, in consultation with the Chapter Board of Directors, appoint the members of each such committee, the chairman of each committee, and any subsequent vacancies. All standing committee appointments must have the approval of the Chapter Board of Directors. A member may be removed from any committee by the Chapter President, whenever, in the judgement of the Chapter President and Chapter Board of Directors the best interests of the Chapter shall be served by such termination.

Section 2. Length of Term on Committees. The length of the term of members of all committees shall be determined by the Chapter Board of Directors.

Section 3. Reporting. All Chapter committees shall report to the Chapter Board of Directors.

Section 4. Special Committees. Upon recommendation by the Chapter President, the Chapter Board of Directors may establish special or ad hoc committees to address special subjects of interest to the Chapter.

Section 5. Nominating Committee. The Nominating Committee shall consist of the current Chapter President, the two Immediate Past Presidents of the Chapter, and two members elected by the Chapter Board of Directors.
The Nominating Committee shall present to the Chapter Board of Directors its nominations for each office at least 30 days in advance of the annual meeting of the membership of the Chapter. The Chapter Board of Directors will present the nominations to the membership at the annual Chapter meeting.

CHAPTER VIII

DUES AND ASSESSMENTS

Annual dues and assessments shall be set by the Chapter Board of Directors and approved by the AACE prior to implementation.

CHAPTER IX

REPORTING

The Chapter shall submit to the AACE State Chapter Steering Committee an annual report which includes:
(a) a statement of income and expenses signed by a duly-authorized Chapter Officer (usually the Secretary/Treasurer);
(b) a copy of Internal Revenue Service Form 990 and other required IRS forms submitted by the Chapter;
(c) a summary of Chapter activities for the previous twelve-month period;
(d) plans for the coming year.

CHAPTER X

CHAPTER AND NATIONAL RELATIONS

Any bylaws adopted by this or any other or subsequent Chapter of the American Association of Clinical Endocrinologists, or any future amendments hereto, must be submitted to AACE’s Bylaws Committee for review.

Neither the Chapter nor any of its officers, or members, is authorized to represent or in any way bind AACE, nor will any of them in any way hold themselves out as being authorized to do so without specific authorization of AACE. AACE shall inform the Chapter of all policy and position statements in order for Chapter statements to be consistent with those of AACE, and major new policy statements by the Chapter shall be developed in consultation with AACE leadership.

The AACE State Membership Chairman (or President) shall:
(a) coordinate with the Chapter in membership recruitment;
(b) serve as an AACE liaison representative to the Chapter;
(c) serve as an advisory member of the Chapter Board of Directors if applicable);
(d) be appointed by the Chapter Board of Director (if applicable).

AACE may terminate Chapter status for any Chapter if the AACE Board of Directors finds that the Chapter has engaged in activities detrimental to the best interests of AACE. The Chapter shall be afforded an opportunity to be heard pursuant to such reasonable procedures as the AACE Board of Directors shall provide.

CHAPTER XI

INDEMNIFICATION

To the full extent permitted by law, the Chapter will indemnify any and all of its officers, Board of Directors, and committee members for certain expenses and other amounts paid in connection with legal proceedings in which any such person becomes involved by reason of serving in any such capacity with or for the Chapter. The Chapter may purchase and maintain insurance on behalf of any or all officers, Board of Directors, or committee members against any liability asserted against any such person, and incurred in any such capacity, whether or not the Chapter would have the power to indemnify them against such liability under the provisions of this article.

CHAPTER XII

ETHICS

Members of the Chapter are expected to exhibit high ethical and moral standards. The Bylaws of AACE provide a mechanism for addressing matters related to the ethical conduct of all members of the Chapter.

CHAPTER XIII

AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the voting members present at the annual meeting of the Chapter, provided that written notice of the proposed change or changes has been mailed to each voting member and to the AACE Executive office at least thirty (30) days before the date of the meeting and provided further that such amendments or new Bylaws do not conflict with the provisions of AACE.

CHAPTER XIIII

AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the voting members present at the annual meeting of the Chapter, provided that written notice of the proposed change or changes has been mailed to each voting member and to the AACE Executive office at least thirty (30) days before the date of the meeting and provided further that such amendments or new Bylaws do not conflict with the provisions of AACE.

CHAPTER XIV

DISSOLUTION

Dissolution. Under dissolution of the Association all assets thereof, after payment of all debts and other liabilities, shall be paid and distributed to such nonprofit corporations or other organizations devoted to medical research, scientific or other purposes related to the practice of endocrinology, as may be designated by a majority of the Board of Directors of the Association holding office at the time of dissolution.

CHAPTER XV

PARLIAMENTARY PROCEDURE

Parliamentary Procedure. Parliamentary procedure not provided by these Bylaws shall be according to Davis’ Rules of order, 1992 edition.