Amended November 2000
ASSOCIATION OF PROFESSORS OF CARDIOLOGY
The name of the association shall be Association of Professors of Cardiology (the "Association").
The Association shall be operated exclusively for scientific and educational purposes within the meaning of Section 501(c)(3) for the Internal Revenue Code of 1986. The purpose of this organization shall be to promote the professional development of its members, to lead the effort to train cardiovascular specialists, and to be a voice of academic cardiology.
The membership of the Association shall consist of the directors or acting directors of the divisions responsible for clinical, academic, and/or research activities within divisions of cardiology or cardiovascular medicine or equivalent thereof, of each of the accredited schools throughout the United States and Puerto Rico, which confer the degree of Doctor of Medicine. The members shall represent their respective medical schools as delegated to the meetings of the Association.
In the event that the medical school has more than one division of cardiology or cardiovascular medicine, each division may become a member so long as there is a fellowship training program in place within that division.
In special circumstances, institutions that do not have an accredited cardiology or cardiovascular training program can apply for membership. The application must be approved by a majority of members of the Council.
Any member who ceases to be the Director of a Division of Cardiology, Cardiovascular Medicine or equivalent thereof may be invited to attend the meetings of the Association, but will not be able to vote.
In the event that a member is unable to attend the scheduled meetings of the Association, he/she shall be permitted to designate a non-voting alternate to attend such meetings. Notification of the alternate must be sent in writing to the President of the Association prior to the meeting.
Annual dues shall be required of all programs that are members of the Association.
The amount of the annual dues shall be determined by a vote of the membership.
On the recommendation of the Council of the APC, and without publication thereof, annual dues may be waived in whole or in part for any member of the Association by a majority vote of the Council.
Dues shall be payable on January 1 of each year and shall become delinquent sixty (60) days thereafter. A member whose dues are delinquent for a period of one year may be dropped from the rolls of the Association by action of the Council. The Secretary/Treasurer shall notify such member by registered mail of such anticipated action sixty (60) days before it is taken.
Any member dropped from membership because of delinquency or resignation may be considered by the Council for reinstatement upon the filing of such a request, together with payment of current dues and all past unpaid dues unless waived, in whole or in part, by a majority vote of the Council.
The officers shall consist of a President, the Immediate Past-President, a President-Elect, a Secretary/Treasurer and three Councilors.
The officers shall constitute the Council of the Association; these people serve as Directors.
The terms of office of the President, Immediate Past-President and President-Elect shall be one year; that of the Secretary/Treasurer shall be two years and those of the Councilors shall be three years (the "normal term of office"). Each year of office shall begin January 1st after the November election and shall end on December 31st of the same calendar year.
The President-Elect shall normally succeed to the presidency the year after her/his election. If the President is unable to serve her/his full term, for any reason, the President-Elect shall assume the presidency.
Prior to the November meeting, the President shall appoint a nominating committee consisting of three members of the Association to include and be chaired by the Immediate Past-President. The Nominating Committee shall propose a slate of officers consisting of the President-Elect and other officers as may be eligible for election. Nominations other than those proposed by the Nominating Committee may be made only at the time of the November meeting by members who are in attendance at such meeting.
The successors to the officers elected shall be elected to serve the normal terms of office as provided above. The officers may not be re-elected to serve consecutive terms.
If the elected officers become ineligible to complete a term of office, the President-Elect will become President and the Councilor with the longest time in office shall become the President-Elect.
Duties of Officers
The President shall prepare the agenda for and preside at the meetings of the Association and the Council. In addition, the President shall be responsible for dealing throughout the year with problems of major concern to the Association. She/he shall be assisted by the other officers and may seek aid, as needed, from other members and from non-members, including persons specifically requested to provide liaison between the Association and other organizations.
The President-Elect shall serve in the place of the President when necessary and shall otherwise function as a member of the Council of the Association.
The Secretary/Treasurer shall serve as the recorder at the meetings of the Association and the Council, and shall collect the dues. The Secretary-Treasurer will give a financial report and propose a budget to the membership at the bi-annual meeting.
The Council shall meet as often as necessary throughout the year and shall represent the Association as necessary. Minutes of each council meeting will be recorded. Meetings of the Council shall be called by the President.
There shall be at least two regular meetings of the Association as follows:
In conjunction with the annual meeting of the American Heart Association.
In conjunction with the annual meeting of the American College of Cardiology.
Both meetings will be open to members of the Association or their designee.
The Council of the Association shall fix the precise date of these meetings. The Council of the Association may also call additional meetings and under unusual circumstances change the time for holding either of the two meetings.
The President, with the advice of the Council, may appoint a series of standing and ad hoc committees and members on such committees to deal with specific items of business of concern to the Association. Generally, service on these committees shall be for a three-year term with replacement of the members annually to maintain continuity. There shall be no limitation in the number of terms a member may serve on a given committee.
Quorum and Voting
With respect to any meeting of the members, if a vote is taken on any matter at a meeting the matter shall be acted upon affirmatively on a favorable vote of a majority of the members present and voting. Payment of all required dues by the time of the meeting is necessary to maintain voting status.
Annual dues shall be recommended by the Council to the membership and approved by the membership.
Amendments to the Bylaws
An amendment to these bylaws may be made in accordance with the following procedures only:
A proposed amendment may be presented only at a meeting of the Association.
The proposed amendment must be circulated in writing to all members of the Association, at least 30 days prior to the meeting.
The proposed amendment may be adopted upon an affirmative vote of majority of the voting members attending the meeting.
Dissolving the Association
The Association may be dissolved by a majority vote of members, in accordance with Article X of these bylaws. In the event of dissolution of the Association, all of the remaining assets and property of the Association shall, after paying or making provision for the payment of all of the liabilities and obligations of the Association and for necessary expenses thereof, be distributed to such organization or organizations organized and operated exclusively for such purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Council shall determine. In no event shall any of such assets or property be distributed to any member, director, or officer, or any private individual.