Article 1: Name and Offices
Article 2: Purpose
Article 3: Membership
Article 4: Lapse of Membership
Article 5: Directors
Article 6: Officers
Article 7: Committees
Article 8: General Provisions
Article 9: Guests
Article 10: Amendments
Section 1. Name
This organization will be known as AMERICAN ACADEMY FOR CEREBRAL PALSY AND DEVELOPMENTAL MEDICINE (the ACADEMY).
Section 2. Principal Office
The principal office of the ACADEMY shall be located at 555 E. Wells Street, Suite 1100, Milwaukee, Wisconsin, 53202, or at such other place or places as the Board of Directors may from time to time designate.
Section 1. General Purpose
Section 2. Operational Limitations
The ACADEMY shall always be operated solely for the aforesaid mission and vision, without discrimination, provided that no part of the net earnings of the ACADEMY shall inure to the benefit of or be distributable to any member, director or officer of the ACADEMY or any private individual, except that the ACADEMY shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. Furthermore, notwithstanding any other provision of these Bylaws, the ACADEMY shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States Internal Revenue Law); or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States Internal Revenue Law). Furthermore, this ACADEMY shall not engage in any activities or exercise any powers that are not in furtherance of the mission and vision of the ACADEMY.
Section 3. Advocacy and Legislative Activities
Advocacy to improve the quality of life for those individuals and families served by the ACADEMY and its members is in accordance with the purposes of the ACADEMY. The ACADEMY shall not participate in, or intervene in (including the publishing and distribution of statements) any political campaign on behalf of any candidate for public office. All such activities must not exceed limitations imposed by Federal laws and regulations as described in Article II, Section 2.
Section 1. Categories of Membership
There shall be five categories of membership, namely, Fellowship, Honorary Membership, Corresponding Membership, Emeritus Membership and Student/Resident/Trainee Membership.
Section 2. Privileges
All Fellows, Honorary Members, Corresponding Members, Emeritus Members and Student/Resident/Trainee Members shall have the right to attend meetings. The right to vote shall be confined to Fellows of the ACADEMY and Emeritus Members. The right to hold office shall be confined to Fellows of the ACADEMY.
Section 3. Financial Obligations
Annual membership dues for Fellows, Corresponding, Honorary, Emeritus Members and Student/Resident/Trainee Members shall be amounts to be determined by the Board of Directors.
Section 4. Qualifications for the Categories of Membership
The qualifications for the classes of membership are as follows:
A. Fellows. Fellows in the ACADEMY shall consist: of (1) members of the medical profession in good standing and other individuals with appropriate doctorate degrees who manifest by their work a significant interest and competence in cerebral palsy and/or other childhood-onset disabilities and whose professional activity is consistent with the mission and vision of the ACADEMY; and (2) individuals with at least a bachelor’s degree who manifest by their professional contribution a significant interest in cerebral palsy and/or other childhood-onset disabilities. Those who meet the criteria are designated as a Fellow Member.
B. Honorary Members. Honorary Members shall be members of the medical profession or related fields of science who have been selected for the distinction of Honorary Membership in the ACADEMY because of their special accomplishment or acknowledged pre-eminence in work related to the study or treatment of cerebral palsy and/or other childhood-onset disabilities.
C. Corresponding Members. Corresponding Members shall be: (1) members of the medical profession or other fields of science at the doctoral level; or (2) professionals with at least a bachelor’s degree. Such Corresponding Members shall manifest by their work a significant interest in cerebral palsy and/or other childhood-onset disabilities and reside outside the United States or Canada.
D. Emeritus Members. Emeritus Members are those in good standing in the ACADEMY who at their request have such status conferred on them because of age beyond 70 years, or because of retirement from active practice or because of other sufficient reason.
E. Student/Resident/Trainee Members. The Student/Resident/Trainee member is a professional attending post-entry professional training (i.e. residency, clinical fellowship, masters or doctoral programs). Full-time Student/Resident/Trainee and graduate students may use this category of membership for the duration of their training. Documentation of this status will be required (i.e. a letter from supervisor of fellowship training program). The chair of the Membership Committee, as part of the application process, will review documentation of the status. Membership fees for this category will be determined by the Board of Directors. Following training, Student/Resident/Trainee Members may apply for Fellow membership at a discounted rate for two years.
Section 5. Nomination and Election of Members
All applications for membership, except for Honorary Members, shall be presented to the Membership Committee. The Membership Committee shall review the applications and credentials of each candidate. A majority of the Membership Committee can approve candidates for membership.
Section 6. Objection to Membership
In the event that one or more members of the Membership Committee shall object to admission of a candidate for membership, the objector (or objectors) shall be formally requested to set forth in writing his/her (their) reasons for protesting admission of the candidate. On receiving such written objection(s), the Committee shall consider it (them) in whatever reasonable manner is deemed appropriate by the Chair. The objection(s) may be rejected by the Committee, or the candidate may be given an opportunity to respond to the objection(s) in any appropriate manner. In any event, an application for membership shall be either approved or rejected within 120 days of receipt of the application.
Section 7. Annual Meeting of Members
The annual meeting of members shall be held at such time and place as shall be determined by the Board of Directors of the ACADEMY. Such meetings shall be held for the transaction of such business as may properly come before the meeting. The Annual Meeting shall consist of scientific sessions and at least one Executive (Business) session. Recognition of new Fellows and members shall take place at each Annual Meeting.
Section 8. Special Meeting of Members
Special meetings may be called by the President of the ACADEMY, by a majority of the Board of Directors or upon petition of fifteen or more of the members of the ACADEMY.
Section 9. Notice of Meetings of Members
Written or electronic notice of each meeting of Members of the ACADEMY, stating the place (which need not necessarily be at the principal office of the ACADEMY), day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less the five (5) nor more than sixty (60) days before the date of the meeting, either written or electronic.
Section 10. Quorum
A quorum for the transaction of business at any meeting of the Members of the ACADEMY shall be at least ten percent (10%) of the voting members registered at the meeting, including a majority of the Board of Directors. Every act or decision of a majority of Members present at a duly called and held meeting at which a quorum is present, made or done when assembled, shall be valid as the act of the Members. The Members present at a duly called and held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less that a quorum.
Section 11. Action without Meeting
Any action required or permitted to be taken by the Membership under any provision of law, the Articles of Incorporation, or these Bylaws may be taken without a meeting if all Members shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Membership. Action by written consent shall have the same force and effect as a unanimous vote of such Membership.
Section 1. Termination of Membership
Upon the recommendation of the Board of Directors, any Fellow or member of any class may be expelled by an affirmative vote of three-fourths of the Membership present at an Annual Meeting of the ACADEMY, provided that a copy of the charges against him/her with a written notice of the hearing thereon by the Board of Directors at a special time and place, shall have been delivered to him/her personally or mailed to his/her last known address, not less than 90 days before the date of such hearing, and further provided, that the member charged shall have the right to appear before the Board of Directors in defense of the charges.
Section 2. Leave of Absence
Any member of the ACADEMY in good standing may request of the Board of Directors a leave of absence for a period of not more than two years. When a member so requests, a waiver of dues during the leave of absence may be granted by the Board of Directors. Any further extension of the leave of absence shall be dependent on the member submitting a request for further extension, and favorable action on the request by the Board of Directors.
Section 1. General Powers
Except as otherwise provided by the Articles of Incorporation or these Bylaws, the powers of the ACADEMY shall be exercised, its property controlled, and its affairs conducted by the Board of Directors of this ACADEMY.
Section 2. Number of Directors
The Board of Directors shall consist of the elected officers of the ACADEMY; the two (2) most recently retired Presidents of the ACADEMY; and six (6) Directors from the general membership.
The Board of Directors shall also consist of the following ex-officio non-voting Directors: Historian; the Executive Director; and the Senior Editor of Developmental Medicine and Child Neurology.
The historian shall be appointed by the President with the consent of the Board of Directors.
Section 3. Election of Directors and Term of Office
Prior to the Annual Business Meeting of the Membership, two directors-at-large shall be nominated by the Nominating Committee and the election held in conjunction with the Officers election. Directors from the general membership shall be elected for three (3) year terms. All ex-officio non-voting members of the Board of Directors shall be appointed by the President, subject to the approval of the Board of Directors and shall serve at the discretion of the President and Board of Directors.
Section 4. Requirements for Directors
Any candidate for office must have been a member of the ACADEMY for at least three (3) years.
Section 5. Removal of Directors
Any of the Directors may be removed from office by a majority vote of the Board of Directors at any meeting. In the event that any one or more of the elected Directors may be so removed, new Directors may be elected at the same meeting to fill the unexpired terms of the Directors so removed.
Section 6. Vacancies
Any vacancies of the Board of Directors may be filled by the remaining Directors at an annual or special meeting of the Board of Directors as provided in these Bylaws. A vacancy may be filled only for the unexpired portion of its term.
Section 7. Annual Meeting of the Board of Directors
The annual meeting of the Board of Directors shall be held each year immediately before the Annual Meeting of the membership of the ACADEMY. Such meeting shall be held for the transaction of such business as may properly come before the meeting. At least one other meeting of the Board of Directors shall be held at such time and place as may be designated by the President. At least 30 days advance notice in writing of time and place of this meeting shall be given to each member of the Board.
Section 8. Special Meetings
Special meetings of the Board of Directors of the ACADEMY may be called by the President or a majority of the Directors. The person or persons calling the meeting shall specify the time and place of such meeting.
Section 9. Notice of Meetings of the Board of Directors
Written or electronic notice of the time and place of meetings of the Board of Directors shall be delivered to each Director of the ACADEMY either at his/her mailing or electronic address as it is shown on the records of the ACADEMY, or if it not shown on such records or is not readily ascertainable, to the place at which the meetings of the Directors are regularly held. Such notice shall be delivered at least seventy-two (72) hours prior to the time of the holding of the meeting.
Section 10. Quorum
A quorum to transact business shall consist of a majority of the Directors of the ACADEMY then in office. Every act or decision of a majority of the Directors present at a duly held meeting at which a quorum is present, made or done when assembled, shall be valid as an act of the Board of Directors.
Section 11. Presumption of Assent
A Director of the ACADEMY who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken, unless his dissent to such action shall be entered in the minutes of the meeting, or unless he files his written dissent to such action with the Secretary of the meeting before the adjournment thereof. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 12. Validation of Transaction
The transactions of the Directors at any meeting, however called or noticed or wherever held, shall be as valid as though duly held after regular call and notice if a quorum be present, and if, either before or after the meeting, each Director not present signs a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
Section 13. Action with Meeting
Any action required or permitted to be taken by the Board of Directors under any provision of law, the Articles of Incorporation, or these Bylaws may be taken without a meeting if all Directors shall individually or collectively consent in writing to such action. Such written consent or consents, or approvals shall be filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as a unanimous vote of such Directors.
Section 1. Officers
The officers of the ACADEMY shall be a President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Secretary-Elect, and Treasurer-Elect, and such Vice Presidents, Assistant Secretaries and Assistant Treasurers and other officers as may be from time to time elected or appointed by the Board of Directors.
Section 2. Election Process
A. Using electronic mail/regular mail prior to the Mid-Year Meeting of the Board of Directors, Academy membership will be requested to forward all suggested nominations to the Nominating Committee for the following slate of officers:
1. 2nd Vice President
2. Two Directors-at-Large
3. Secretary-Elect and Treasurer-Elect at the termination of the Secretary's and Treasurer's second year of office
4. Three members of the Academy to serve on the Nominating Committee
B. Using electronic mail/regular mail the Nominating Committee shall present to the Academy membership candidates proposed for the above slate of officers by June of each year.
C. Membership voting by electronic mail/regular mail, including write-in candidates, would be completed one month following presentation of the slate by the Nominating Committee.
D. Notification of voting results to the membership would be made by electronic mail/regular mail prior to the Annual Meeting.
E. At the discretion of the President, selected newly elected officers would begin to assume respective duties as appropriate at the time of the Annual Meeting.
Section 3. Terms of Office
None of the officers are eligible for re-election to succeed themselves. The 1st Vice President will succeed the President, and the 2nd Vice President will succeed the 1st Vice President. The Secretary-Elect and Treasurer-Elect will succeed the incumbent Secretary and Treasurer.
Section 4. President
The President shall be the Chief Executive Officer of the ACADEMY and, subject to the supervision of the Board of Directors of the ACADEMY, shall have general supervision and direction of the business and affairs of the ACADEMY. The President shall preside at all meetings of the Board of Directors of the ACADEMY and shall have such other duties and responsibilities as may from time to time be determined by the Board of Directors. The President may vote any and all shares held by the ACADEMY in any other corporation. He or she shall be ex-officio and a voting member of all standing committees and shall have the general powers and duties as may be specified by the Board of Directors, or by these Bylaws.
Section 5. First Vice President
In the absence of the President, or in the event of his or her inability to act, the 1st Vice President (or in the absence of the 1st Vice President, the 2nd Vice President) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The First Vice President shall be responsible for the organization of the Annual Meeting.
Section 6. Second Vice President
The Second Vice President, with the advice and consent of the President and First Vice President, will appoint the Chairs and Members of all continuing committees.
Section 7. Secretary
The Secretary shall:
A. Review and approve minutes and records of the meetings of the Board of Directors of the ACADEMY written by the Executive Director;
B. See that all notices are duly given in accordance with provisions of these Bylaws or as required by law; and
C. In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President.
Section 8. Treasurer
The Treasurer shall oversee financial accounts and business transactions of the ACADEMY, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of account shall be maintained by the management firm and be opened to inspection by any Director. The management firm shall deposit all moneys and other valuables in the name and to the credit of the ACADEMY in such depositories as may be designated by the Treasurer. The Treasurer shall oversee the annual auditing process and tax reporting conducted by the management firm.
Section 9. Secretary/Treasurer-Elect
Each Secretary/Treasurer-Elect shall perform such duties and have such responsibilities as may be from time to time directed or requested by the President.
In the absence of the Secretary or Treasurer, or in the event that the Secretary-Elect or Treasurer-Elect are unable to act, the President shall make an interim appointment of an individual who shall perform the duties of the Secretary or Treasurer and, when so acting, shall have all the powers of and be subject to all restrictions upon the Secretary or Treasurer.
Section 10. Removal and Vacancies
Any officers may be removed from office for cause by two-thirds (2/3) vote of the Board of Directors. Any vacancies among the officers between the meetings, arising from any cause, shall be filled by vote of the Board of Directors.
Section 1. Standing Committees
The Standing Committees of the ACADEMY shall consist of an Executive Committee, Finance Committee, Nominating Committee, Publications Committee and Scientific Program Committee, to be elected or appointed as hereinafter provided.
Section 2. Continuing Committees
The Board of Directors on recommendation of the President may establish continuing committees to develop and carry out the business of the ACADEMY. The Second Vice President shall each year appoint the chair-elect of each committee and fill vacancies on the committees. All such committee appointments shall be for three years. All committee terms will be in accordance with the policy manual.
Section 3. Ad-hoc Committees
The President may appoint for three year periods ad-hoc committees for stated tasks with the approval of the Board of Directors. At the end of three years an ad-hoc committee shall be discontinued unless converted to a continuing committee by action of the Board of Directors on recommendation of the President.
Section 4. Reports
All Committees shall report directly to the Board of Directors, unless the Board otherwise directs.
Section 1. Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the ACADEMY and any and all securities owned or held by the ACADEMY requiring signature for transfer shall be signed or endorsed by such person and in such manner as from time to time shall be determined by the Board of Directors.
Section 2. Execution of Contracts
The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officers or agents to enter into any contract or execute any instrument in the name of and on behalf of the ACADEMY, and such authority may be general or confined to specific instances and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the ACADEMY by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.
Section 3. Compensation of Directors
The members of the Board of Directors shall serve without compensation unless compensation is authorized from time to time by the Board of Directors for actual expenses incurred in the conduct of the corporation business. Notwithstanding the foregoing, a Director of the ACADEMY who is also an officer, employee or agent of the ACADEMY may receive compensation from the ACADEMY for his or her services as such officer, employee or agent.
Section 4. Reference to Other Organizations
Any reference herein to any corporation, association or organization shall be interpreted to include any successor to such corporation, association or organization.
Section 5. Indemnification of Directors
Officers, Employees, and Agents. Directors, officers, employees, and agents of the ACADEMY shall be indemnified by the ACADEMY in accordance with the provisions of Section 108.75 of the Illinois General Not for Profit Act of 1986.
Section 6. Fiscal Year
The fiscal year of the ACADEMY shall commence on January 1st of each year.
Any member of the medical or allied professions in good ethical standing may attend any or all of the scientific sessions but shall be required to pay a registration fee as determined by the Board of Directors. Official guests of the ACADEMY shall not be required to pay registration fees.
The Articles of Incorporation and the Bylaws may only be altered, amended, repealed, or restated by the following procedure: