CONSTITUTION (amended August 2016) 

ARTICLE I

NAME

This Association shall be called “The Academy of Medicine of Washington, District of Columbia, Incorporated”.

 ARTICLE II

 OBJECTIVE

The Academy is a non-profit organization that is conducted for the advancement of the science and art of medicine and to promote mutual exchange of knowledge between medical and other scientific groups.

ARTICLE III

MEMBERSHIP

Section 1. The Academy shall be composed of Active, Non-Resident, and Emeritus Members. Only Active Members shall pay dues, be eligible for office, serve on standing committees of the Academy, and have the right to vote.

Section 2. Members of all classes shall have demonstrated personal and professional interest in and commitment to Medicine, the biomedical sciences, or public health, and shall have made contributions to the advancement of Medicine, the Prevention of Disease, or Health Care.

Section 3. An Active Member who has moved his/ her residence and principal place of professional activity to a location more than thirty miles from the District of Columbia may, on request to the Secretary, be transferred to Non-Resident membership.

Section 4.  An Active Member who has been in good standing for at least 15 years and who has fully retired from full-time professional activities which is defined as clinical practice or full-time employment and whose dues are fully paid may, on application to the Secretary, be transferred to Emeritus Membership. This transfer will be reported by the Secretary to the Board of Directors and included in the minutes of the Board.

Section 5. Emeritus members and Non-Resident members will be dropped from the membership rolls of the Academy if the Secretary is unable to contact them either electronically or by mail for a two year period, using previous contact information and what may be readily found on-line.

ARTICLE IV

 OFFICERS

Section 1. The officers of the Academy shall be a President, a Vice President, a Secretary, a Treasurer, three Directors, Membership Director and President-Elect (if required).

Section 2. The Vice President will assume the duties of the President as necessary in the absence or disability of the President.

Section 3. When a member is nominated by the Nominations Committee for the office of Vice President, that person is to be asked if he or she is willing to assume the duties of President at the expiration of the next President’s term. The Vice President will become President at the expiration of the term of the President elected on the same ballot unless he or she declines, in which case the nominating committee will nominate a President-Elect. If a President-Elect is nominated and elected, he or she will become President at the expiration of the term of the President elected on the same ballot, without further vote.

Section 4. A President-Elect will serve for up to two years before becoming President and will be a voting member of the Board of Directors.

Section 5. The officers of the Academy shall be elected by such procedures as may be incorporated in the Bylaws and shall take office at the Annual Meeting next following their election, except that officers elected to fill vacancies shall assume office immediately on election.

Section 6. The President, Vice President, Secretary and Treasurer shall hold office for two years. The Membership Director shall hold office for three years. The additional elected directors shall hold office for six years..

Section 7. Officers elected to fill vacancies shall hold office during the terms for which their predecessors were elected.

Section 8. The duties of the officers shall be those customarily pertaining to their respective offices except as may otherwise be specified in this Constitution or in the Bylaws.

ARTICLE V

BOARD OF DIRECTORS

Section 1. The three elected Directors, the President, the Vice President, the immediate Past President, the Secretary, the Treasurer, the Membership Director, the Chairs of Standing and Special Committees and the President-Elect (if required) shall constitute the Board of Directors of the Academy. Section 2. The Board of Directors shall be responsible for transaction of the business of the Academy as delegated to it in the Bylaws.

ARTICLE VI

COMMITTEES

Section 1. There shall be such Standing Committees of the Academy as may be provided in the Bylaws.

Section 2. The chairs and members of Special committees shall be appointed by the President with the majority approval of the Board for such purposes as are indicated by the needs of the Academy. The special committee members will serve for the duration of the President’s tenure, but may be reappointed by the next President. The chair of the committee must be an Active member. The other members of a special committee may be Active, Non-Resident or Emeritus Members.

ARTICLE VII

RESIGNATION AND DISCIPLINE

Section 1. A member in any class who is in good standing may resign his membership in the Academy by submitting his written resignation to the Secretary. Such resignation shall become effective on notification of the Board of Directors.

Section 2. Any complaint or allegation of unethical conduct against a Member shall be submitted in writing to the Secretary, who shall promptly notify the President and Board of Directors. They shall determine the course to be taken as stipulated in Section 3.

Section 3. The Board of Directors may reprimand, suspend or recommend for expulsion an Active Member, Non-Resident Member or Emeritus Member. The Academy may expel, according to the procedures described in the Bylaws, any Member in these classes for violation of the regulations of the Academy or the commission of an unethical act, following a process outlined in the by-laws.

ARTICLE VIII

AMENDMENTS

Section 1. A proposal to amend the Constitution may be submitted in writing by any Active Member to the Chair of the Constitution and Bylaws Committee. The Board may also propose amendments to the Constitution and Bylaws Committee as a motion.

Section 2. The Constitution and Bylaws Committee will consider each amendment and report the Committee’s recommendation(s) to the Board.

Section 3. If the proposed change(s) are approved by a majority vote of the Board, the Secretary will conduct a ballot by mail or electronic means. The amendment will be adopted if three-fourths of the Active Members responding within one month approve.

Section 4. The Secretary will report the results of the election to the Board of Directors at their next meeting and include the results of the election in the minutes of the Board. The Secretary will also notify the membership of the results of the vote with the next meeting announcement.

BYLAWS (amended 2013)

ARTICLE I

ELECTION OF ACTIVE MEMBERS

Section 1. Candidates for active membership shall be nominated by two Active Members personally acquainted with them and in such forms of communication as are approved by the Board of Directors.

Section 2. The Admissions Committee shall receive all nominations for active membership. The Committee shall evaluate the qualifications of the nominees with respect to membership requirements and report its recommendations to the Board of Directors.

Section 3. A favorable vote by a majority of the Board Members present at a duly convened Board meeting or by email ballot of the Board shall elect candidates to membership. The Secretary shall record the result of the vote in the minutes of the Board and inform the nominee that he or she has been elected and is eligible to attend the next meeting of the Academy as an Active Member. The Secretary will notify the membership of the election of new members with the next meeting announcement. At this meeting, the new member will receive a membership certificate which will be presented or mailed.

Section 4. If a nominee is ruled ineligible for membership, the Chair of the Admissions Committee shall so notify the nominee’s sponsors with an explanation of the reason. Such notification shall be without prejudice to a new nomination at such time as the sponsors believe the basis for ineligibility has been rectified.

Section 5. The number of Active Members shall be limited to one hundred and seventy five.

ARTICLE II

ELECTION OF OFFICERS AND COMMITTEE MEMBERS

Section 1. The Nominations Committee shall present nominations for elective offices, the terms of which expire at the end of that year, to the general membership with the announcement of the Fall Meeting.

Section 2. At the Fall Meeting, additional nominations may be made by any Active Member and, if duly seconded, shall be added to the slate.

Section 3. The Secretary shall, within fifteen days after the fall meeting, send to each Active Member a ballot containing all nominations for elective offices. A short statement about each candidate shall be included with the ballot.

Section 4. The nominee shall be elected by a majority of the votes received within thirty days.

Section 5. The Secretary shall notify all officers of their election. The secretary shall report the results of the election to the Board of Directors at their next meeting and include the results in the minutes of the Board. The Secretary will also notify the membership of the election of new officers and committee members with the next meeting announcement.

Section 6. Should a vacancy occur in an elected office, the Nominations Committee shall select a candidate to complete the term of office pending approval of the membership by a vote taken at the next slated meeting of the Academy. Nominations shall be deemed confirmed by majority vote. If the vacant position is 1) the President and there is no Vice President or President-Elect, 2) the Secretary, or 3) the Treasurer, then the Board may select an interim  appointee to assume the duties of the office until the next regular meeting of the Academy when the nominee of the Nominations Committee will stand for confirmation.

Section 7. One Director is elected the year following the election of the President and other officers.

ARTICLE III

MEETINGS

Section 1. The Academy shall hold regular meetings of Members at least three times a year, one each in the winter, spring and fall. Regular meetings are those convened for transacting routine operational business and presenting a scientific program, with announcement issued in advance from the Secretary or President.

Section 2. The winter meeting shall be the Annual Meeting of the Academy.

Section 3. Special meetings of Members shall be called by the President on the written request by fifteen Active Members or by order of the Board of Directors. Special meetings are for the purpose of transacting exceptional business of urgency or unusual importance to the Academy.

Section 4. The day, hour and place of regular or special meetings of Members shall be determined by the President with the advice of the Board of Directors.

Section 5. The Order of Business for stated meetings of the Academy may include:

  1. Secretary’s report, including reading of the minutes of previous meeting.
  2. Treasurer’s report.
  3. Introduction of new members.
  4. Introduction of guests.
  5. Communications from the Board of Directors.
  6. Reports of officers of preceding year (Annual Meeting only).
  7. Reports of Committees.
  8. Unfinished business.
  9. Introduction of New Officers (Annual Meeting only).
  10. New business.
  11. Scientific session.
  12. Adjournment

Section 6. At the Annual Meeting of members, the President shall preside over the Order of Business through the introduction of New Officers, whereupon, if the current President is retiring, he or she shall surrender the chair to the new President at the conclusion of the meeting. All reports shall be given by the Officers of the preceding year.

Section 7. One-fifth of the Active Members shall constitute a quorum for transaction of business at regularly convened and special meetings.

Section 8. It shall be the duty of the President of the Academy to plan and promote the success of the program for the  regular meetings of the year.

Section 9. All members of all categories shall be sent notices of the meetings and future programs of the Academy by email or other electronic or automated means. Non-resident members without a valid email address will not be sent such notices but notices of all meetings will be posted on the Academy website for access.

Section 10. The Academy may, from time to time as approved by the Board, convene additional regular meetings or sponsor or cosponsor other meetings that are consistent with the goals and purpose of the Academy.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. The Board of Directors shall-transact the general business of the Academy and implement its policies.

Section 2. The Board shall meet prior to each stated meeting of the Academy and shall report to the membership pertinent actions taken.

Section 3. The President may call special meetings of the Board at the President’s discretion or when requested in writing to do so by three or more members of the Board.

Section 4. The day, hour and place of Board Meetings shall be determined by the President with the advice of the Board.

Section 5. At any meeting of the Board held following an election, but prior to the Annual Meeting, all persons who will take office at that meeting shall be eligible to attend and vote.

Section 6. The Board shall receive and consider rules and regulations proposed by Committees of the Academy. It shall have the power to approve or amend and order them effective except as they may be in conflict with the provisions of the Articles of Incorporation, Constitution or Bylaws.

Section 7. It shall, by two-thirds vote, fill all vacancies in elective office until such time as an election can be held in accordance with the provisions of these Bylaws.

Section 8. It shall review recommendations from the Committee on Admissions as provided in Article I of these Bylaws.

Section 9. It shall appoint all delegates to other societies and organizations.

Section 10. It shall consider all complaints or allegations of unethical conduct against any class of member, and shall hold hearings and conduct such investigations as shall be required. Thereafter, it may dismiss the complaint, reprimand or suspend the offender, and report its findings at the next meeting of the Academy. (See BYLAWS VII DISCIPLINE).

Section 11. The Board of Directors shall recommend to the membership, at the last meeting in each calendar year, the amount of the annual dues for the ensuing year, and the amount of the charges for attendance at stated meetings.

Section 12. The Board of Directors shall have charge of all finances, vested funds, and real and personal property of the Academy.

Section 13. It shall supervise and direct the Treasurer in the investment of the funds of the Academy and shall have his records audited annually.

Section 14. It shall assure that funds and other property of the Academy are used only as specified by donors thereof and as stipulated by the Articles of Incorporation, Constitution and Bylaws of the Academy and in accord with the requirements for tax exemption of section 501(c)(3) of the Internal Revenue Code.

Section 15. No member, officer, employee or committee of the Academy shall commit the Academy to any obligation or contract involving expenditure of funds or other resources of the Academy except as authorized by the Board of Directors.

Section 16. All checks and all orders withdrawing the deposits of the Academy funds or other resources from any bank, trust company, or other institution shall be signed by the Treasurer.

Section 17. Nine members of the Board of Directors shall constitute a quorum for the transaction of business..

Section 18. Any member of a standing committee or any board member with the concurrence of the President may invite a prominent individual in healthcare to attend Academy functions as a guest of the Academy.

Section 19. Committee Chairs who are unable to attend a Board of Directors Meeting shall send a representative from their committee.

Section 20. The President may invite other members of the Academy or consultants to report to the Board, to participate in discussions of the Board, or to facilitate the business of the Academy. Any guests are to be considered non-voting members of the Board for that meeting.

Section 21. For situations not addressed in the Constitution and Bylaws, the Board of Directors by majority vote may waive requirements contained in the Constitution and Bylaws.

ARTICLE V

DUES AND ASSESSMENTS

 Section 1. All Active Members of the Academy shall pay annual dues, and such dues shall include charges for attendance at all stated meetings of the Academy.

Section 2. Non-Resident and Emeritus Members shall not pay annual dues, but shall be assessed a charge for each stated meeting which they attend.

Section 3. Any member of the Academy, of whatever class of members, who invites a personal guest to a stated meeting shall notify the Secretary, and the member will be assessed a charge for each guest.

Section 4. The amount of the annual dues and the charge for guests attending stated meetings of the Academy shall be proposed by the Treasurer after consultation with the Secretary. Such proposal shall be made to the Board of Directors at the meeting of the Board which precedes the fall Academy meeting in each calendar year. After consideration of the charges proposed, the Board shall instruct the Treasurer as to the amount of the dues and charges for the ensuing year, which he or she shall recommend to the Academy at the last meeting of the calendar year. Final approval shall be by a majority vote of those present and voting. New members will not pay dues in the year they are elected to membership.

Section 5. During December, the Treasurer shall notify each member of the Academy the amount of dues and charges for the ensuing year.

Section 6. Following each meeting the Treasurer shall notify those members who have brought guests to the meeting, the amount due for each guest.

Section 7. All dues and assessments shall be paid to the Treasurer by July 1 of each year. A member who has not paid dues and assessments by July 1 shall be sent a second notice.

Section 8. Any member who has not paid dues for two or more years will be notified by the Secretary (in addition to annual dues notices) that their membership in the Academy will be discontinued in 30 days for non-payment of dues and that they may be reinstated at any time upon payment of all back dues.

ARTICLE VI

 COMMITTEES

Section 1. The Standing Committees of the Academy shall organize in January of each year and shall meet as often thereafter as may be necessary to transact their business. They shall keep such records as may be deemed necessary for effective discharge of their duties.

Section 2. The Board of Directors and the Standing Committees shall consider and report on all matters specifically referred to them by the Academy or by an officer thereof.

Section 3. The Academy shall have seven Standing Committees as follows: Admissions Committee, Nominations Committee, Audit Committee, Medical Schools Committee, the Constitution and Bylaws Committee, Website Committee and the Program Committee.

Section 4. The Admissions Committee shall consist of five elected members. One member shall be elected annually to serve for a period of five years. The Senior Member of the Committee shall serve as Chair during the last year of that member’s tenure. The Committee shall receive and consider all proposals for active membership in the Academy, and shall make its recommendations to the Board of Directors. The committee has the responsibility to seek out under-represented groups in the Academy as new members.

Section 5. The Nominations Committee shall consist of five elected members. One member shall be elected annually to serve for a period of five years. The Senior Member of the Committee shall serve as Chair during the last year of that member’s tenure. The immediate Past-President of the Academy will serve as a non-voting member of the Nominations Committee.  At the fall meeting of each year the Committee shall present nominations for all elective offices that will become vacant at the Annual Meeting, including those of the elected committee members.

Section 6. The Audit Committee shall consist of three elected members. One member shall be elected annually to serve for a period of three years. The Senior Member of the Committee shall serve as Chair during the last year of that member’s tenure. The Committee on Audit shall, in January of each year, audit all financial records kept by the Academy, and shall report its findings to the membership at the Annual Meeting.

Section 7. The Medical Schools Committee shall consist of one member representing each medical school in the area and such other members as may be necessary for the proper function of the Committee. The Committee shall be appointed biennially by the incoming President, who shall designate the Chairman. The Committee shall formulate and outline methods of implementing projects to be sponsored by the Academy in the medical schools.

Section 8. The Program Committee shall consist of four elected members. One member of the Committee shall be elected annually, to serve for four years.  The senior member of the Committee shall serve as Chair during the last year of that member’s tenure.  The Committee shall plan future programs and events of the Academy, taking into consideration the suggestions of the Board of Directors. The Committee shall make its recommendations to the Board of Directors.

Section 9. The Constitution and Bylaws Committee shall consist of four elected members. One member of the Committee shall be elected annually to serve for four years.  The senior member of the Committee shall serve as Chair during the last year of that member’s tenure.  As directed by the Board of Directors or at the request of any Active Member, the Committee shall consider changes to the Constitution and Bylaws and shall make its recommendations to the Board of Directors.

Section 10. The Website Committee shall consist of four elected members. The first Website Committee shall be appointed by the Board and consist of volunteers who present their qualifications and experience to oversee website design and management, for terms that will be staggered to end in one, two, three, and four years. Subsequently, one member of the Committee shall be elected annually, to serve a term of four years.  The senior member of the Committee shall serve as Chair during the last year of that member’s tenure. The Committee shall maintain the website, plan future website development and design, oversee internet security, and advise the Academy on matters involving the internet and information technology within the scope of its members’ expertise, anticipating future needs and responding to requests of the Board of Directors. If requested by the Board, the Committee shall evaluate proposals, evaluate performance, and oversee contracted services for website development and maintenance that are under consideration or that have been authorized by the Board. The Committee shall make its recommendations to the Board of Directors.

Section 11. The President, in consultation with the Committee Chair and with the majority approval of the Board, may appoint such additional members (Active, Non-Resident, or Emeritus Members) to standing committees as may be necessary for the proper function of the committee. The appointed members will serve a term not to exceed the tenure of the current President.

Section 12. None of the members of standing committees other than the chair will be members of the Board of Directors except for the immediate Past President, who will serve as a non-voting member of the Nominations Committee.

ARTICLE VII

DISCIPLINE

Section 1. In the event that after consideration of all evidence presented to the Board of Directors with respect to a complaint or allegation against a member, the Board should decide that a recommendation for expulsion be made to the Academy, the accused member shall be advised by the Secretary by certified mail (with return receipt requested) directed to the member’s last known address of the intentions of the Board to recommend expulsion. The Secretary shall advise the member of the right to appear before the Board personally and unrepresented. If after the hearing, whether or not the member has been present, the Board should decide to recommend expulsion, the Secretary shall advise the member concerned and the members of the Academy of this recommendation at least one month prior to a stated or a special meeting of the Academy.

Section 2. The meeting of the Active Members of the Academy shall go into executive session when once again the accused member may exercise the right to make a defense. After the defense, if any, and after the discussion, the accused member, if present, must retire from the meeting. A secret ballot shall then be taken and the tally shall be by the Secretary and Treasurer. Expulsion of the accused member shall require three-fourths votes of those present and voting.

ARTICLE VIII

AMENDMENTS

Section 1. A proposal to amend the Bylaws may be submitted in writing by any Active Member to the Chair of the Constitution and Bylaws Committee. The Board may also propose amendments to the Constitution and Bylaws Committee.

Section 2. The Constitution and Bylaws Committee will consider each amendment and report the Committee’s recommendation(s) to the Board.

Section 3. If the proposed change(s) are approved by a majority vote of the Board, the Secretary will conduct a ballot by mail or electronic means. The amendment will be adopted if three-fourths of the Active Members responding within one month approve.

Section 4. The Secretary will report the results of the election to the Board of Directors at their next meeting and include the results of the election in the minutes of the Board. The Secretary will also notify the membership of the results of the vote with the next meeting announcement.

ARTICLE IX

PARLIAMENTARY AUTHORITY

Section 1. All questions of order and procedure not otherwise provided for in the Constitution and Bylaws shall be determined by parliamentary usage as expounded by Robert’s Rules of Order.

ARTICLE X

DISSOLUTION

Section 1. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the appropriate court of the jurisdiction in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Last Updated: October 16, 2017