Structure and Bylaws

Chapter I

Section 1. This organization, an Association of Family Physicians, shall be the North Carolina Chapter of the American Academy of Family Physicians.

Chapter II

Section 1. This organization is a Constituent Chapter of the American Academy of Family Physicians, a corporation existing under the laws of Illinois and is possessed only of those rights and powers conferred by said corporation of this organization. No rules, regulations, or policies adopted by this organization shall be in conflict with the rules, regulations, or policies of the American Academy of Family Physicians or the charters issued by said Academy to this organization. Amendments to the bylaws of this chapter shall be submitted in writing to the American Academy of Family Physicians not later than 30 days following adoption. Those amendments relating solely to the internal structure and organization of the constituent chapter, and which do not address issues specifically addressed in the bylaws of the AAFP, may be implemented immediately upon adoption by the constituent chapter but shall be subject to review by the Board of Directors of the AAFP. Amendments other than those addressed in the preceding sentence shall not be of any force or effect until they have been approved by the Board of Directors of the AAFP; provided, however, that if the AAFP Board fails to provide written objection to any amendment within 90 days of receiving such amendment, it may be considered to be approved.

Chapter III

Section 1. The mission of the North Carolina Academy of Family Physicians is to improve the health of our patients, their families and the people of North Carolina; to promote access to primary care services by family physicians; to advance and represent the specialty of family practice; and to serve with professionalism and creativity the unique needs of our members.

Section 2. This organization shall have no capital stock. It is not conducted for pecuniary profit and does not contemplate pecuniary gain or profit to the members thereof.

Section 3. To accomplish the foregoing aims, ideals and objectives, this Academy shall have the power to acquire, own and convey real and personal property, to carry on research, to grant academic degrees in recognition of achievement in the science of the practice of medicine and surgery, to issue publication, to establish, conduct and maintain schools, courses, museums, libraries and other institutions for graduate study of medicine and surgery, and to use any and all means for the attainment of its objectives, which from time to time may seem to be advisable.

Chapter IV

Classes of Membership and Election

Section 1. The qualifications and conditions of membership and the classes of membership shall be as follows: 

            (1)        Active members, 

            (2)        Resident members,

            (3)        Inactive members,   

            (4)        Honorary members,

            (5)        Life members, 

            (6)        Student members, and

            (7)        Supporting members.

The qualifications required of the respective classes, their rights and obligations, and the methods of their election shall be as hereinafter set forth. Membership in all categories will be unified with the American Academy of Family Physicians.

Section 2. Active Members. The members of the AAFP shall be those persons who are members in good standing of a Constituent Chapter whose names have been certified to the Executive Vice President and whose dues and assessments to this Academy have been paid, and such other persons practicing in a state, province, or territory where no Constituent Chapter exists who have been elected by the Board of Directors pursuant to Section 3 of this Chapter and whose dues and assessments are paid.

Section 3. Eligibility. To be eligible for active membership in this Academy or any Regional Chapter thereof, the applicant must be a physician engaged in the family or general practice of medicine and surgery except that active members who interrupt their practice to pursue a fellowship or additional graduate training may remain in the active category with the approval of the Board of Directors of the AAFP or in full-time teaching of family medicine; or engaged in the practice of emergency medicine; or engaged in full-time medical administration. Family physicians are defined as physicians in the discipline of family medicine whose training and experience qualify them to practice in several fields of medicine and surgery, with particular emphasis on the family unit. He/she must be of high moral and professional character. He/she must have been graduated from a school of medicine or osteopathy. He/she must be duly licensed to practice in the state in which he/she practices or, if a resident of a foreign country, in the country in which he/she practices or be a member of the uniformed services or a salaried employee of the government of the United States. He/she must be eligible to be a member of the constituent state or provincial medical society of the American Medical Association, American Osteopathic Association or Canadian Medical Association of the state, territory, or province in which he/she practices, or hold membership in the recognized medical society in the country of his/her residence. New members after January 1, 1989 must have completed three years of graduate training and family medicine acceptable to and approved by the Accreditation Council on Graduate Medical Education or have satisfactorily completed either (a) one year of a rotating general or family medicine internship approved by the American Osteopathic Association plus two (2) years of a general or family medicine residency program approved by the AOA, or (b) three (3) years of a general or family medicine residency approved by the AOA.

Those graduates of three-year family medicine residency programs approved by the Accreditation Council on Graduate Medical Education, those graduates of family medicine residency programs approved by the College of Family Physicians of Canada and who are certified by the College of Family Physicians of Canada and those who complete either [1] a one-year AOA-approved rotating general or family medicine internship plus a two-year AOA-approved general or family medicine residency or [2] a three- (3) year AOA-approved general or family medicine residency, who first apply for active membership after December 31, 1988, are not required to complete postgraduate study as a condition to election to active membership providing they apply for such membership within one (1) year of residency completion. However, those residency graduates who first apply for active membership after December 31, 1988, and, who apply for such membership more than one (1) year but less than three (3) years after residency completion must provide evidence of having earned, during the two years immediately preceding application, one hundred (100) credits of postgraduate study acceptable to the Board of Directors. Those who first apply for active membership more than three (3) years after residency completion must provide evidence of having earned, during the three years immediately preceding application, one hundred fifty (150) credits of postgraduate study acceptable to the Board of Directors.

Under unusual circumstances, satisfactory to the Board of Directors of the American Academy of Family Physicians, exceptions may be made to the foregoing rules by a two-thirds (2/3) vote of the Board of Directors. All applications for membership shall be in writing on a form of application prescribed by the Board of Directors. Election shall be by a majority vote of the Board of Directors, or in the case of candidates practicing in a state, province, or region where a Constituent Chapter of this Academy exists, by a majority vote of the Board of Directors of such Constituent Chapter. There shall be issued to each member a certificate of membership in such form as may be determined by the American Academy of Family Physicians Board of Directors; title to such certificate remaining at all times with this Academy.

Section 4. Requirements. Election to active Membership shall be for a maximum period of three (3) years, at the expiration of which term the member shall be eligible to re-election by the Board of Directors. No member shall be re-elected to membership who has not, during the period of the preceding three (3) years, completed a minimum of one hundred fifty (150) credits of postgraduate study of a nature acceptable to the Board of Directors.

It shall be the responsibility of each active member to submit a record of his/her postgraduate study to verify continued eligibility for active membership. Such record shall be furnished on a form approved by the Commission on Membership and Member Services and shall be sent by each member  to the Executive Vice President of the American Academy of Family Physicians, except under special circumstances where the member has been granted permission to report his/her credit directly to the State Chapter.

Any member failing re-election to membership may, at the discretion of the Board of Directors, be reinstated at a later date if, in the judgment of the Board of Directors, he/she has fulfilled the requirements set forth in this section and upon payment of all past and present dues.

Former active members of the Academy who are dropped from membership may apply for membership as a new member in accordance with Section 3 of this chapter by furnishing evidence of completion during the three (3) years immediately preceding the date of application of one hundred fifty (150) credits of postgraduate study acceptable to the Board of Directors.

Section 5. Resident Members. Physicians in training in an ACGME-approved family practice residency  as well as physicians in an AOA-approved rotating general or family practice internship or an AOA-approved general or family practice residency may be elected to resident membership by the American Academy of Family Physicians upon approval of their application on a form prescribed by the Board of Directors. Election to such membership shall be for the duration of one’s residency or extended training. Resident members shall have six (6) months following completion of residency to be elected to active membership within the Academy. Those failing to be elected to active membership within the allotted time shall be dropped from the rolls of the Academy. Resident members shall be entitled to vote in Academy and Constituent Chapter affairs, may hold Constituent Chapter office under provisions of individual Constituent Chapter Constitutions or Bylaws, and may have the privilege of the floor of the Assembly but may not hold national office in the Academy. For the purposes of this Section, members of commissions and committees shall not be considered officers.

Section 6. Inactive Members. Effective January 1, 1989, members who are incapacitated by reason of illness, accident, or infirmity, or who are totally retired from the practice of  medicine with less than twenty (20) years continued membership in the Academy may be elected to inactive membership by a  majority vote of the Board of Directors. In addition, under extenuating circumstances established by the AAFP Board of Directors, Active, Resident, and Family Physician Supporting members who interrupt their practice or training, may be placed in the inactive category.

Provided, however, that no person may hold inactive membership if they do not hold a current medical license, because their license has been revoked. No member shall be considered for membership unless he/she has first been placed in this status by his/her respective Constituent Chapter. Election to inactive membership shall be for a maximum of one (1) year, unless the member is totally retired, provided, however, that an inactive member may be re-elected to this classification annually by the Board of Directors. Totally retired members need not be re-elected annually. Inactive members shall not be required to meet the requirements for postgraduate education. Inactive members  shall not be entitled to vote or to hold office in the Academy, but shall have the privilege of the floor.

Section 7. Honorary Members. Persons of distinction who have rendered outstanding service to the American Academy of Family Physicians or to the medical profession, or distinguished members of the American Academy of Family Physicians who have retired from practice, may be elected by the Congress of Delegates of the AAFP to honorary membership. Honorary members shall not be entitled to vote, and they shall pay no dues or admission fee and shall have no right, title, or interest in any of the property of the Academy. Constituent State Chapters may not confer honorary membership but may propose candidates for honorary membership to the American Academy of Family Physicians.

Section 8. Supporting Members. Upon the nomination and endorsement of a constituent chapter, duly licensed physicians may be elected to supporting membership. Supporting members shall consist of two types: [1] those physicians in specialties other than family practice; and [2] those physicians actively engaged in family practice, the teaching of family practice or medical administration for the previous six (6) years, but who do not qualify for active membership because they have not completed the necessary residency training.

With respect to physicians practicing a specialty other than family practice, such physicians may become supporting members providing they meet criteria established by the Board of Directors and are licensed to practice in a geographic area in which a constituent chapter exists. Such criteria shall be based on activities which support and enhance the specialty of family practice. Supporting members actively engaged in a specialty other than family practice shall be relieved of the requirements for postgraduate education as provided in Section 4 of this chapter.

With respect to those physicians who are eligible for supporting membership by virtue of being actively engaged in family practice, the teaching of family practice or medical administration for the previous six (6) years, such physicians must have completed one hundred fifty (150) credits of postgraduate study acceptable to the AAFP Board of Directors during the three (3) years immediately preceding their application for supporting membership. This type of supporting member also must complete one hundred fifty (150) credits of acceptable postgraduate study every three (3) years in order to retain supporting membership.

No supporting member may hold AAFP national office or appointment and may not vote in national affairs, but may have the privilege of the floor of the Assembly. Privileges of supporting members in constituent chapter affairs may be determined under the Bylaws of individual constituent chapters.

Section 9. Life Members. Any person who has continued membership in the Academy for a minimum of twenty (20) years and who has attained age seventy (70) or who is totally retired from the practice of medicine may on application to the Board of Directors, be classified as a life member provided, however, that no person may hold life membership if they do not hold a current medical license, because their license has been revoked. Life members shall be relieved of the postgraduate study requirements and shall be entitled to vote but not to hold office in the Academy, and shall have the privilege of the floor of the Assembly.

Section 10. Student Members. Students regularly enrolled in schools of medicine or osteopathy may be elected to student membership by the American Academy of Family Physicians upon approval of their application on a form prescribed by the Board of Directors. Election to student membership shall terminate upon graduation from medical school except in the case of delegates or alternates to the AAFP as referred to in Chapter III, Section 11 of the AAFP Bylaws. Student members shall not be entitled to vote or hold office in the Academy, but shall have the privilege of the floor of the Assembly, except that a duly elected representative from the Student Chapter may vote and serve as Student Director on the Board of Directors and have the same privileges as similar representative but may not be named Chairman of a committee or become a state officer.

Section 11.  Any member who changes his/her occupation or status in such a manner as to render him/her ineligible to membership in this Academy may, unless he/she resigns, be stricken from the roll of members by action of the Board of Directors.

Section 12. Agreement. The Board of Directors of this chapter shall be the judge of each physician’s right to be or remain a member, subject to the right of appeal to the AAFP as provided in Chapter V of these Bylaws. All rights, title, and interest, both legal and equitable, of a member in and to the property of this organization shall cease and determine in the event of any or either of the following: 

            (a)        the expulsion of such member; 

            (b)        the striking of his/her name from the roll of members; 

            (c)        his/her death or resignation.

Chapter V

Ethics

Section 1. The principles of medical ethics of the American Medical Association, as they now or hereafter may provide, shall be the principles of ethics of this organization and shall be and hereby are made a part of these Bylaws; provided, however, that nothing herein contained shall be construed as preventing the Academy from developing principles and positions which address ethical issues when such principles and positions are not in conflict with the principles of medical ethics of the American Medical Association.

Section 2. If any member in good faith is believed to have violated the Principles of Medical Ethics or Bylaws of this Academy, or to be otherwise guilty of conduct justifying censure, suspension or expulsion from this organization, any member may prefer charges against him/her in the form and manner hereinafter specified.

Such charges must be in writing and signed by the accuser or accusers and must state the acts or conduct complained of with reasonable particularity. Such charges must be filed with the Secretary of the Constituent State Chapter to which the accused member belongs, if any; otherwise with the Executive Vice President of the American Academy of Family Physicians. At first meeting of the Board of Directors of the Constituent State Chapter or the American Academy of Family Physicians, as the case may be, held after the filing of said charges, said charges must be presented to the Board. The Board shall then or at any adjournment of said meeting, but not more than thirty (30) days thereafter, consider the charges and shall either dismiss them or shall proceed as hereinafter set forth. If the Board fails to dismiss said charges, it shall, within fifteen (15) days thereafter, cause a copy of the charges to be served upon the accused by depositing in the United States mail a copy thereof, registered and addressed to the last known address of the accused. The Board shall also, at the same meeting, fix a time and place at the same time and in the same manner as provided for the serving charges. The time set for said hearing shall be not less than fifteen (15) days nor more than six (6) months after service of charges. The accused may answer in writing but need not do so and failure to answer shall not be an admission of truth of the charges or a waiver of the accuser’s rights to a hearing.

The Board shall, after having given to the accuser and the accused every opportunity to be heard, including oral arguments and the filing for consideration of any written briefs, conclude the hearing and within thirty (30) days thereafter shall render a decision. The affirmative vote of a majority of the members of the Board present and voting shall constitute the verdict of the said Board which by such vote may exonerate, censure, suspend, or expel the accused member. The decision of the Board shall be expressed in a resolution which shall contain no opinion and shall be signed only by the President of the North Carolina Academy of Family Physicians and its Secretary. No member of the Board not present for the entire time of the hearing shall be entitled to vote.

Censure shall mean a reprimand by the President of the North Carolina Academy of Family Physicians administered to the accused in the presence of the said Board. No member shall be suspended for more than one year and at the expiration of the period of suspension shall be reinstated to membership upon his/her application if he/she is eligible for membership and the payment of dues accrued during the period of suspension. The decision of the Board of Directors shall be final, except as provided hereafter.

Section 3. Any member of the Constituent State or Regional Chapter who has been censured, suspended, or expelled by such Chapter may appeal such action within six (6) months after notice thereof is given by said Chapter to the Board of Directors of the American Academy of Family Physicians. The jurisdiction of the Board shall extend only to matters of procedure and law and not of fact. The Board shall fix a time and place for the hearing of the appeal and, after giving appellant and representatives of the Chapter from whose decision he/she appeals reasonable opportunity to be heard shall by a majority vote either sustain or reverse such censure, suspension, or expulsion. This decision of the Board shall be final.

Chapter VI

Regional and County Chapters

Section 1. Component societies of this organization may be formed in counties or regions of this state. The Constitution and Bylaws, rules and regulations of such component societies shall be subject to the approval of the Board of Directors of this organization and shall be consistent with the Bylaws of this organization and  of the American Academy of Family Physicians. Members residing in counties or regions contiguous to this state may be enrolled in this organization when such is approved by the American Academy of Family Physicians.

Section 2. Regional Chapters, formed as provided by these Bylaws, shall elect officers and members of their Board of Directors at their last Annual Meeting in the calendar year in either November or December.

Section 3. The Secretary of the Regional Chapter shall notify the Executive Vice President of the North Carolina Academy of Family Physicians, within thirty (30) days of their election, the names of their officers.

Section 4. All complaints or grievances wherein the state organization may assist the Regional Chapters in the proper adjudication are to be forwarded by the Regional Chapter’s Secretary to the Executive Vice President of the state for the transmission to the proper state committee.

Section 5. The Executive Vice President of the state shall keep in close touch with the Regional Chapter officers, keeping them advised at all times of the policies, functions and meetings of the State Chapter and the national organization.

Chapter VII

Dues and Fees

Section 1. Dues for all membership categories shall be recommended by the Board of Directors. A record of all dues and increases shall be maintained by the Executive Vice President and shall be available for review upon request by any member.

Section 2. Dues for the American Academy of Family Physicians shall be established according to their Bylaws. All invoices for membership dues shall be managed by the American Academy of Family Physicians with monthly checks to be mailed to the North Carolina Chapter for their chapter dues.

Section 3. The amount of dues of all categories may be changed by a two-thirds (2/3) vote of the Board of Directors and approved by the membership at its next Annual Meeting.

Section 4. The Board may approve and implement a temporary increase in dues to be applied equally to all members of a membership category provided that the dues increase specifies which category is affected.

Section 5. The dues for all active members shall be due upon initial election and thereafter on the first day of January each year. The dues for new “active” members shall be pro-rated as follows: 

If he/she enrolls on or after July 1, and prior to November 1, his/her dues for the balance of the calendar year shall amount to one-half (1/2) of the annual dues. If he/she is enrolled on or after November 1, dues for the current calendar year shall be waived; but his/her annual dues for the ensuing calendar year shall immediately become due and payable.

Section 6. Dues for resident members shall be due upon initial election to membership and thereafter resident dues shall be due and payable on the first day of July each succeeding year. Upon election to active membership, resident members shall  pay active dues as provided for in Sections 1, 2, 3 and 4 of this Chapter.

Section 7. Dues for life members shall be due and payable on the first day of January of each year. However, under unusual circumstances of extreme hardship, dues for members in this category may be waived upon recommendation of this Chapter with the approval of the Board of Directors of the American Academy of Family Physicians.

Section 8. Dues for inactive members shall be due and payable on the first day of January of each year.

Section 9. Dues for supporting members shall be due and payable on the first day of January of each year.

Section 10.   Student members who have paid dues and are members in good standing as of June 30, 1999, shall not be required to pay any additional student dues for the duration of their student membership.  Other individuals applying for student membership on or after July 1, 1999, shall have a one time dues payment for the duration of their membership and such payment shall not be prorated based upon when the dues are paid or the individual’s year in medical school.  All students must complete a new application for resident membership and dues shall be applied as outlined in   Section 7.

Chapter VIII

Annual Meeting and Special Meetings

Section 1. There shall be an Annual Meeting of the Academy which shall be held at a time and place to be determined by the Board of Directors. Notice of the Annual Meeting shall be given to all members by mail or by way of the official publication at least sixty (60) days prior to such meeting. Board meetings, general business meetings and scientific sessions shall be held at such times during the Annual Meeting as the Board of Directors shall determine and announce at least sixty (60) days prior to the meeting date by mail or by way of the official publication of the Academy. Members of the Academy present at any meeting of the Assembly shall constitute a quorum.

Section 2. Special meetings may be called by the Board of Directors or by the President and notice of such meetings shall be given by the Secretary at least thirty (30) days prior to the meeting date by mail to all members or by way of the official publication of the Academy.

Special meetings may also be called upon written request from ten (10) or more voting members who must represent three (3) or more separate counties in which they practice at a time and place to be determined by the Board of Directors and announced at least thirty (30) days prior to the designated date by mail to all members or by way of announcement in the official publication of the Academy.

Chapter IX

Board of Directors

Section 1. The Board of Directors shall be composed of the officers of the Academy, the elected District Directors of the districts, two (2) at-large directors, one (1) Director representing minority physicians, one (1) Director representing new physicians, one (1) Director representing international medical graduates, a family practice resident serving as Resident Director, a medical student who is member of the Family Practice Interest Group serving as Student Director, all chairpersons of a department of family practice in the medical schools within the state of North Carolina (these to have one (1) vote collectively and the one (1) voting to be determined by the chairs). The most immediate Past President shall also serve as Board Chair. The control and administration of this organization shall be vested in the Board of Directors. This control and administration shall be subject to the action of the members in the meeting assembled or by referendum.

Section 2. The officers of this organization shall be a President, President-Elect, Vice-President, Secretary-Treasurer and Executive Vice President. The powers, duties and terms of office and method of election to office shall be set forth in Chapter X of these Bylaws.

Section 3. All Past Presidents shall be Ex-Officio members of this Board with voting privileges limited to the two (2) immediate living Past Presidents.

Section 4. The Board of Directors shall also be composed of non-voting members whose terms and duties shall be stated in Chapter X. These shall include one (1) Resident Director-Elect and one (1) Student Director-Elect and any living past president of the Academy other than the two (2) immediate Past Presidents.

Section 5. A quorum of the Board of Directors shall be a majority of its members eligible to vote.

Chapter X

Election of Officers and Directors and Their Duties

Section 1. (a) At least ninety (90) days before the Annual Meeting each year, the Nominating Committee shall meet. It shall be the duty of this Committee to present nominations (one name for each office) for the offices of:  President-Elect, Vice-President, each of whom shall serve for a term of one (1) year; Secretary-Treasurer, who shall serve for a term of three (3) years; such District Directors and At-Large Directors whose terms of office expire therewith, who shall serve terms of two (2) years; Directors representing minority physicians, new physicians and International Medical Graduate (IMG) physicians whose terms expire therewith who shall serve terms of two (2) years; one (1) Delegate and one (1) Alternate Delegate to the Congress of Delegates of the American Academy of Family Physicians, who shall serve terms of two (2) years (thus providing staggered terms for the two (2) delegates and two (2) alternate delegates provided by the American Academy of Family Physicians.)  Nothing in these Bylaws shall prevent nomination from the floor for any of these offices. No nomination shall be made by the Nominating Committee or from the floor without stated agreement by the nominee to serve in the office if elected. Election shall be by majority vote of the members voting. Voting may be by mail or electronic mail.  The number of votes cast shall be considered a quorum. Votes must be postmarked within fourteen (14) days of mailing to be valid.

Section 1. (b) The Nominating Committee shall notify the North Carolina Association of Family Practice Residents and the Medical School Affairs Committee of the need for each respective group to submit nominations for positions on the Board of Directors as explained in Chapter IX immediately following their Annual Meeting held in conjunction with the Annual Scientific Assembly. These nominations shall consist of one Resident Director, one Resident Director-Elect, one Student Director and one Student Director-Elect. These nominations shall be submitted with the slate of officers for election by the membership. Nothing in these Bylaws shall prevent nomination from the floor for any of these offices. No nomination shall be made by the Nominating Committee or from the floor without stated agreement by the nominee to serve if elected. Election shall be by voting at the respective annual student and resident membership business meeting.

Section 2. Vacancies on the Board of Directors may be filled by the President, provided, however, that such appointment shall terminate at the next Annual Meeting, at which time the Nominating Committee shall present a nominee for the unexpired term. Nominees for unexpired terms shall also be eligible for renomination for a full term immediately following a partial term of office. At any Board meeting, the President may, in the absence of an elected director, (district, special constituency, or at-large), appoint an active member (preferably a chairperson) to serve with a vote for that constituent Board member who is absent.  The appointee will serve for the duration of the Board meeting only.

Section 3. The President shall be a member of the Board of Directors and shall preside at all meetings of the Executive Committee and all meetings of the membership. He/She shall preside at meetings of the Board of Directors in the absence of the Board Chair/Immediate Past President. His/Her term of office shall begin at the conclusion of the Annual Meeting, one year after his/her election as President-Elect, and shall expire at the conclusion of the next annual meeting or when his/her successor is seated. In the event of the death or resignation of the President during the term of his/her office, or if he/she shall for any reason be unable or unqualified to serve, the President-Elect shall succeed to the office of President for the unexpired portion of the President’s term. In the event of the death, resignation or incapacity of both the President and President-Elect, the Board of Directors, at a meeting called and chaired by the Secretary-Treasurer, shall elect a President for the unexpired portion of the term.

Section 4. The Board Chair/Immediate Past President shall preside at the meetings of the Board of Directors.

Section 5. The Vice-President shall be a member of the Board of Directors and shall preside at the meeting of the membership and at the Executive Committee in the absence of the President. He/She shall preside at meetings of the membership in the absence of both the Board Chair/Immediate Past President and the President. His/Her term of office shall begin at the conclusion of the Annual Meeting and end when his successor is elected.

Section 6. The President-Elect shall be a member of the Board of Directors and shall preside at meetings of the membership in the absence of the Board Chair, President and Vice-President. He/She shall succeed to the office of President at the expiration of the President’s term as provided in Section 3. In the event of the death, resignation or removal from office of the President-Elect, the Nominating Committee shall nominate a member for that office and election of the successor to the President-Elect shall take place by vote on this candidate by the members at large at the next ensuing meeting as the first order of business following approval of the minutes, provided, however, that nothing herein shall be construed as preventing additional nominations for this office from the floor as previously described in Chapter X, Section 1.

Section 7. The Secretary-Treasurer shall be a member of the Board of Directors. He/She shall serve as Secretary at all meetings of the membership and the Board of Directors and otherwise perform such duties and responsibilities ordinarily devoted upon the office of Secretary-Treasurer. The Secretary-Treasurer shall furnish bond, the premium for which shall be paid from the treasury in such amount as the Board of Directors may require.

Section 8. The Executive Vice President, who may or may not be a member of the North Carolina Academy of Family Physicians, shall be appointed for a term and stipend to be fixed by the Board of Directors. This person shall, under the direction of the Board of Directors, perform such duties as the title of the office ordinarily connotes, and such duties of the Secretary-Treasurer as may be assigned to this person by the Board of Directors. This person shall keep or cause to be kept an accurate record of minutes and transactions of the Annual Meeting, meetings of the Board of Directors and the meetings of the Executive Committee and all other official meetings of the Academy or Committee meetings. The Executive Vice President shall supervise all employees and agency organizations and have such powers and duties as may be prescribed by the Board of Directors of these bylaws. Unless this person otherwise is qualified to vote as a member at the Annual Meeting, this person shall not be entitled to a vote. The Executive Vice President shall be bonded by an amount fixed by the Board of Directors, the premium to be paid by the North Carolina Academy of Family Physicians.

Section 9. (a) The term of office for the chairperson of a department of family practice shall be for one (1) year and shall begin at the conclusion of the annual meeting of the membership at which their election occurs and expire at the conclusion of the succeeding annual meeting. The Chairperson shall be eligible for renomination for one (1) additional term. The other three (3) department chairs shall be members of the board but without vote except in the absence of the elected chairperson. The three (3) non-voting chairs may decide who votes in the absence of the elected chairperson.

Section 9.(b) The term of office of District Directors shall be for two (2) years and shall begin at the conclusion of the Annual Meeting of the membership at which their elections occur and expire at the conclusion of the second succeeding Annual Meeting, or when their successors are elected. A District Director shall be eligible for renomination for one additional two-year (2) term. At least two (2) years must then elapse before one is again eligible for renomination for District Director.

Section 9. (c) The term of office of the two (2) At-Large Directors shall be for two (2) years and shall begin at the conclusion of the Annual Meeting of the membership at which their elections occur and expire at the conclusion of the succeeding Annual Meeting.  At-Large Directors may be elected for one additional term of two (2) years.

Section 9. (d) The term of office of the three (3) Directors (representing, Minority, New Physicians and IMG’s) shall be for two (2) years.

Section 9. (e) The term of office of the Resident Director shall be for one (1) year and shall begin at the conclusion of the Annual Meeting of the membership at which their election occurs and expire at the conclusion of the next Annual Meeting or when their successor is elected. The Resident Director will be the Chairmen of the North Carolina Association of Family Practice Residents as elected each year during their Annual Meeting.

Section 9. (f) The term of office of the Resident Director-Elect shall be for one (1) year and shall begin at the conclusion of the Annual Meeting of the membership at which their election occurs and expire at the conclusion of the succeeding Annual Meeting. The Resident Director-Elect shall be a member of the North Carolina Association of Family Practice Residents and shall be nominated by that group. The Resident Director-Elect shall be installed Resident Director at the conclusion of the term of Resident Director-Elect.

Section 9. (g) The term of office of the Student Director shall be for one (1) year and shall begin at the conclusion of the Annual meeting at which their election occurs and will expire at the conclusion of the next Annual Meeting or when their successor is elected. The Student Director may serve one or more consecutive one (1) year terms.

Section 9. (h) The term of office of the Student Director-Elect shall be for one (1) year and shall begin at the conclusion of the Annual Meeting at which their election occurs and expire at the conclusion of the succeeding Annual Meeting. The Student Director-Elect shall be installed as Student Director at the conclusion of his term as Student Director-Elect. The Student Director-Elect shall be a member of the Board but without vote except in the absence of the Student Director.

Section 10. Members of standing and special committees are appointed by the President and approved by the Board of Directors, unless otherwise constituted by the bylaws. The members of the Board of Directors shall not receive any compensation for their services. A majority of the Board of Directors shall constitute a quorum. The Board of Directors shall meet not later than thirty (30) days following the Annual Meeting and at such other times and such places as the President may determine.

Section 11. There shall be an Executive Committee of six (6) composed of the President, Vice-President, President-Elect, Secretary-Treasurer, Board Chair/Immediate Past President and one (1) board member-at-large elected from and by the elected Board of Directors with the Executive Vice President serving Ex-Officio and without vote. This Committee shall be formed at the first meeting of the Board of Directors following the Annual Meeting. The Executive Committee, by majority vote of its members, shall have full authority to act for and on behalf of the Board of Directors whenever the business of the Academy demands prompt action in the interim between meetings of the Board or when it is impractical or impossible to convene the Board of Directors. A report of its actions shall be given by the Chairman of the Committee at the next Board of Director’s meeting, for Board approval. The Executive Committee will also receive reports from the Executive Vice President regarding the status of the Administration and Headquarters facility of the NCAFP. It shall supervise the keeping of the Academy’s accounts, submit an annual proposed budget at the last Board Meeting of the Fiscal Year for the approval of the Board of Directors, and arrange for an Audit of books annually by a Public Accountant.

Section 12. There shall be a nominating committee of six (6) members consisting of the three (3) immediate living past presidents, the most immediate past president acting as chairperson, plus three (3) at-large members elected by the Board of Directors. The functions of this committee are set forth in Chapter X, Section 1 of these Bylaws.

Section 13. All elected Board members shall be expected to attend all regular and all called meetings of the Board of Directors. If a board member is absent from twenty-five percent (25%) or more of the meetings in any one (1) year, the Executive Committee may request this person’s resignation. The vacant position shall be filled by an appointment by the President until the next Annual Meeting at which time the Nominating Committee shall present a nominee for election to the unexpired term.

Chapter XI

Order of Business

Section 1. Board of Directors. The order of business for each meeting of the Board of Directors shall be determined by the President.  

Section 2. Organization at Large. The order of business may be suspended or ordered by the majority of vote of those present and voting.

Section 3. Change of the Order of Business. The order of business may be suspended or ordered by the majority vote of those present and voting.

Chapter XII

Amendments

Any five (5) or more members may propose amendments to these Bylaws by submitting same to the Secretary at least sixty (60) days prior to any regular or special meeting. Notice of such proposed amendments shall be given by the Secretary to all members at least thirty (30) days prior to the meeting at which the amendment is to be presented.  Affirmative vote of at least two-thirds (2/3) of the members present and voting shall constitute adoption.

Chapter XIII

Miscellaneous

Section 1. Rules of Order by James E. Davis, MD, current edition shall stand except when in direct conflict with the Bylaws of the American Academy of Family Physicians or the North Carolina Academy of Family Physicians and will control all parliamentary proceedings of the meeting of the Board of Directors and at the Annual meeting.

Section 2. The North Carolina Academy of Family Physicians shall have a seal, which has been adopted by the Board of Directors.

Section 3. The fiscal year of this corporation shall correspond with the calendar year.

Section 4. Inspection of Records. The Minutes of the proceedings of the Board of Directors and the Executive Committee, the membership books and books of accounts shall be open to in­spection upon the written demand of any member at any reasonable time, for any purpose reasonably related to the member’s interest as a member and shall be produced at any time when requested by the demand of ten percent (10%) of the members at any meeting of the Assembly. Such inspection may be made by agent or attorney and shall include the right to make extracts thereof. Demand of inspection, other than a meeting of the members, shall be submitted in writing to the President or Secretary of the Academy.

Section 5. Annual Report. The Board of Directors shall cause to be given at the Annual Meeting, by the Executive Vice President, a summary of the year’s events of the Academy summarized from the Minutes of the Board of Director’s meetings.

A balance sheet, as of the closing date of the previous fiscal year, together with a statement of income and profit and loss for such fiscal year, will be presented by the Secretary-Treasurer. Such financial statements shall be certified to by a public accountant.

Section 6. Policy/Position Statements. Each Policy/Position Statement approved by the Board of Directors shall be reviewed at least every two (2) years.  The Bylaws Committee shall recommend to the President assignments for each Policy/Position Statement for review.  The responsible committee/forum shall at the next annual meeting recommend to the Board of Directors that each Policy/Position statement be reaffirmed, revised, or rescinded.

Section 7. Indemnification.  Every person who is, or shall be, or shall have been a director or officer of this corporation shall be indemnified by this corporation against all costs and expenses reasonably incurred by or imposed upon any such person in connection with or resulting from any action, suit or proceeding to which such person may be made a party by reason of enterprise or organization at the request of this corporation, except in relation to such matters as to which such person shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of such person’s duty in such indemnified capacity.  Each such person shall be indemnified also by this corporation against any and all criminal claims and liability to which such person has or shall become subject by reason of action alleged to have been taken, omitted or neglected by him/her in any capacity enumerated in the preceding sentence, provided, however, that no such person shall be indemnified against or be reimbursed for any expenses incurred in connection with criminal claim or liability unless such person had reasonable cause to believe that his/her conduct which resulted in the criminal claim or liability was lawful.  “Costs and expenses” shall include, but are not limited to, attorney’s fees, damages, fines and reasonable amounts paid in settlement. The right to indemnification conferred by this section shall not restrict the power of the corporation to make any other or further indemnification by law.

Revised: 11/88; Revised 4/90: Revised 3/92; Revised 3/93; Revised 3/94; Revised 12/95; Revised 11/96; Revised 12/97; Revised 8/98; Revised 12/02