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By-Laws

Auxiliary of the American Association of Physician Specialists, Inc.

(Adopted June 2010)

TABLE OF CONTENTS

ARTICLE ONE: NAME

  • 1.01 Name

ARTICLE TWO: PURPOSE AND MEETINGS OF ASSOCIATION

  • 2.01 Purposes
  • 2.02 Meetings

ARTICLE THREE: MEMBERSHIP

  • 3.01 Membership Statement
  • 3.02 Good Standing Requirement
  • 3.03 Categories of Membership
  • 3.04 Discipline
  • 3.05 Effect of Termination of Membership

ARTICLE FOUR: EXECUTIVE BOARD

  • 4.01 Powers
  • 4.02 Title and Appointment
  • 4.03 Qualifications
  • 4.04 President
  • 4.05 Past President
  • 4.06 Vice President
  • 4.07 Secretary/Treasurer
  • 4.08 Quorum and Transaction of Business
  • 4.09 Removal
  • 4.10 Vacancies

ARTICLE FIVE: COMMITTEES

  • 5.01 Standing Committees

ARTICLE SIX: DUES, FEES AND ASSESSMENTS

  • 6.01 Membership Dues

ARTICLE SEVEN: MISCELLANEOUS

  • 7.01 Indemnification of Executive Board
  • 7.02 Fiscal Year
  • 7.03 Rules of Order
  • 7.04 Headings
  • 7.05 Gender References

ARTICLE EIGHT: AMENDMENTS

  • 8.01 Amendments of By-Laws
  • 8.02 Procedure

AUXILIARY OF THE AMERICAN ASSOCIATION OF PHYSICIAN SPECIALISTS, INC.

ARTICLE ONE

NAME

The name of the organization shall be the “Auxiliary of the American Association of Physician Specialists”, hereinafter, referred to as the “Auxiliary”.

ARTICLE TWO
PURPOSES AND MEETINGS OF ASSOCIATION

2.01 PURPOSES. The purposes of this Auxiliary:

  • (a) To provide a coordinated structure for conducting the affairs of the Auxiliary;
  • (b) To administer the AAPS Auxiliary fund and provide appropriate grants of financial assistance directly to, or for the benefit of individuals and groups of individuals in the medical field, as may be determined by the membership of the Auxiliary;
  • (c) To provide programs and social activities responsive to the interests of the members of the AAPS and their families;
  • (d) To promote collegiality, fraternity and service among members;
  • (e) To provide and promote communication among Auxiliary members; and
  • (f) To inform the public about the AAPS.

2.02 MEETINGS.

  • The Auxiliary shall meet at least once during each fiscal year. This annual meeting shall be held in the second or third calendar quarter of each year at such place as the Executive Board shall select.

ARTICLE THREE
MEMBERSHIP

3.01 MEMBERSHIP STATEMENT.

  • Membership in the Auxiliary with the exception of honorary membership, shall be available to family members, partners and/or significant others of members of the AAPS. Age sex, religion, national origin, handicap, marital status and sexual orientation shall have no weight in consideration for membership of an otherwise qualified individual.

3.02 GOOD STANDING REQUIREMENT.

  • In order to participate in the activities of, or hold any office in the Auxiliary, a person shall be a member in good standing of the Auxiliary. As used in these Bylaws, the phrase “member in good standing of the Auxiliary” shall mean a member who meets all qualifications for membership in the Auxiliary and whose dues, pledges or assessments are current and not delinquent.

3.03 CATEGORIES OF MEMBERSHIP.

  • The following type of membership in the association are permitted:
  • (a) Regular Membership: Auxiliary shall be family members, partners or significant others of members of the AAPS.
  • (b) Honorary Membership: The Executive Board may grant an honorary membership to a non-member of the Auxiliary. Such non-member shall be an individual who has made outstanding contributions to the medical profession and/or Auxiliary. An honorary member shall not be required to pay dues. An honorary membership does not entitle the honorary member to vote or hold office in the Auxiliary.

3.04 DISCIPLINE.

  • (a) The Executive Board may expel, call for the resignation of, or otherwise discipline any members if two-thirds (2/3) of the members of the Executive Board find that the conduct of the member has been injurious to the best interest of the Auxiliary, or inconsistent with its purposes. Before any such action is taken; however, thirty (30) days prior written notice by registered mail shall be given to the member to be disciplined advising that he may appear in person, with or without counsel, and may submit such evidence as he/she deems proper to show that he/she is qualified to continue as a member of the Auxiliary.
  • (b) The affected member may appeal the decision of the Executive Board by giving written notice of appeal of the Association by registered mail within ten (10) days of the Board’s decision. The Auxiliary shall refer the matter to an Appeal Board composed of at least three (3) but not more than seven (7) past presidents (with the exception of the immediate past president) of the Auxiliary who are members in good standing of the Auxiliary. The Appeal Board shall schedule a hearing at which the affected member shall be entitled to appeal and present information. At the conclusion of the haring, the Appeal Board shall, by a majority vote of its members, affirm, reverse or modify the decision of the Board of Directors. The decision of the Appeal Board shall be final and binding of the Association and on the affected member.

3.05 EFFECT OF TERMINATION OF MEMBERSHIP.

  • A member of the Auxiliary who is no longer a member in good standing, or whose membership has been terminated, shall no longer qualify to hold any office or position whatsoever in the Auxiliary, or in any organization affiliated with the Auxiliary.

ARTICLE FOUR
EXECUTIVE BOARD

4.01 POWERS.

  • The Directors shall act only as a board and an individual Director shall have no power as such. Except as otherwise provided by law or these bylaws, the Board of Directors shall have all the authority and powers in the management of the business and affairs of the Auxiliary. The Board of Directors shall report its activities to the Auxiliary at each regular or special meeting thereof.

4.02 TITLE AND APPOINTMENT.

  • The Executive Board of the Auxiliary shall be a President, an Immediate Past President, a Vice President and a Secretary/Treasurer. The officers of the Association shall be elected to two (2) year terms. All officers shall take office immediately upon their election. It is general practice that the Vice President shall become President at the end of the term of the current President and that the Secretary/Treasurer shall become the Vice President at the end of the term of the incumbent President.

4.03 QUALIFICATIONS.

  • Only members in good standing are eligible to serve as officers of the Auxiliary.

4.04 PRESIDENT.

  • The President shall preside at all meetings of the Auxiliary.

4.05 PAST PRESIDENT.

  • The Past President shall, generally, assist the President in the performance of his duties.

4.06 VICE PRESIDENT.

  • The Vice President shall, generally, assist the President in the performance of his duties and shall substitute for him when he is unable to attend to his duties.

4.07 SECRETARY/TREASURER.

  • The Secretary/Treasurer shall send out all notices of meetings and keep records of proceedings of the Auxiliary. He shall be in charge of the monies of the Auxiliary and send out notices of the monies due and maintain an account of the financial transactions in a form suitable for audit.

4.08 QUORUM AND TRANSACTION OF BUSINESS.

  • The Board of Directors shall constitute a quorum for the transaction of business. For the purpose of determining whether a quorum exists at a meeting, the majority of the members of the Board of Directors in person shall constitute a quorum for the transaction of any business, which may come before the meeting.

4.09 REMOVAL.

  • Any officer of the Auxiliary may be removed prior to the end of his term of office for failure to perform the duties of office; for failure to attend a regular meeting of the Auxiliary without good cause; for other cause; or whenever the best interest of the Auxiliary is required, by vote or two-thirds (2/3) of the Auxiliary members.

4.10 VACANCIES.

  • In the event of the death, resignation or removal of the President, the Vice President shall succeed him in the Presidency; such service shall not otherwise affect the right of the Vice President to serve his term as President.
  • In the event of simultaneous vacancies in the offices of President and Vice President, the Past President shall preside as President until the next annual meeting of the Auxiliary, at which time a President and Vice President shall be elected. In the event of the death, resignation or removal of the Past President, the vacancy shall be filled by the Executive Board with another former President of the Auxiliary. A vacancy in another position, otherwise provided for in the Section, shall be filled by action of the officers. The vacancies filled pursuant to this Section shall be for the remainder of the term until their successors are elected at the next meeting of the Auxiliary.

ARTICLE FIVE
COMMITTEES

5.01 STANDING COMMITTEES.

  • The following shall be the Standing Committees of the Auxiliary: Nominations and Finance Committee.
  • (a) The Nominations Committee shall be comprised of former Presidents of the Auxiliary. The Past President shall be the Chairman. It shall present a minimum of one candidate for each office of Vice President, and Secretary/Treasurer at the Annual Meeting. It shall execute all other duties that may be delegated to it by the President.
  • (b) The Finance Committee is chaired by the Secretary/Treasurer and shall be entrusted with the funds of the organization. This committee shall submit for approval all expenses incurred at meetings and functions. The Secretary/Treasurer shall coordinate and work closely with the AAPS office in approving payment of bills incurred, as approved by the Executive Board.

ARTICLE SIX
DUES, FEES AND ASSESSMENTS

6.01 MEMBERSHIP DUES.

  • Membership dues shall be assess in November and shall be payable by January 1 annually. Dues shall be delinquent, if not paid and received by the Auxiliary, prior to midnight on January 31. After March 31, any members whose dues have not been received by the Auxiliary,  shall be stricken fr0m the rolls of membership of the Auxiliary. Due, or the time of payments thereof, may be changed at any time upon recommendation of the officers and ratification by the Auxiliary that, if a recommendation for an alteration in dues structure is to be considered at a regular or special meeting of the Auxiliary, notice of such recommendation shall be sent to each delegate and alternate at least thirty (3) days prior to such meeting.

ARTICLE SEVEN
MISCELLANEOUS

7.01 INDEMNIFICATION OF EXECUTIVE BOARD.

  • The Auxiliary shall indemnify a person made a party to any action or proceeding, whether civil or criminal, by reason of service as an officer of the Auxiliary, or service in any capacity at the request of the Auxiliary while a member or officer, to the maximum extend authorized by and in a manner not inconsistent with the laws of the State of Florida.

7.02 FISCAL YEAR.

  • The fiscal year of the Association shall be the twelve (12) month period ending December 31 of each year, or such other period as may be established by the AAPS.

7.03 RULES OF ORDER.

  • Except as modified by these By-Laws, Roberts Rules of Order (newly revised), shall unless superseded, govern the operation and function of any deliberative body created herein.

7.04 HEADINGS.

  • Article and paragraph headings in these By-Laws are for convenience of reference only and shall not be construed as substantive.

7.05 GENDER REFERENCES.

  • Masculine pronouns are used in the text of these By-Laws for the purpose of simplicity and shall not be applied to that gender restrictively.

ARTICLE EIGHT
AMENDMENTS

8.01 AMENDMENTS OF BY-LAWS.

  • These By-Laws may be altered or amended, in whole or in part, by a two-thirds (2/3) vote of the members of the Auxiliary, in attendance, at the annual meeting.

8.02 PROCEDURE.

  • A change to these By-Laws may be proposed by any member in good standing of the Auxiliary by submitting such proposed change in writing to the President of the Auxiliary. No proposed change to these By-Laws may be considered by the Auxiliary except upon recommendation by the officers with written and/or electronic notice sent to each member at least thirty (30) days prior to such meetings.