By-Laws & Constitution

CONSTITUTION AND BYLAWS

NEW YORK CHAPTER 1 OF DISTRICT II

AMERICAN ACADEMY OF PEDIATRICS

(Revised 6/1998, 4/2007, 6/2014)

CONSTITUTION

PREAMBLE

This American Academy of Pediatrics Chapter is dedicated to the principle of a meaningful and healthy life for every child. As an organization of physicians who care for infants, children, adolescents, and young adults, this Chapter of the Academy seeks to promote this goal by encouraging and assisting its members in their efforts to meet the overall health needs of children and youth; by providing support and counsel to others concerned with the well-being of children, their growth and development; and by serving as an advocate for children, their families and pediatricians within our respective communities.

ARTICLE I

Name

Section 1. The name of this organization shall be New York Chapter 1 of District II of the American Academy of Pediatrics.

Chapter 1 shall consist of the following 50 counties of New York State:

Albany

Hamilton

Schenectady

Alleghany

Herkimer

Schoharie

Broome

Jefferson

Schuyler

Cattaraugus

Lewis

Seneca

Cayuga

Livingston

Steuben

Chautauqua

Madison

Sullivan

Chemung

Monroe

Tioga

Chenango

Montgomery

Tompkins

Clinton

Niagara

Ulster

Columbia

Oneida

Warren

Cortland

Onondaga

Washington

Delaware

Ontario

Wayne

Erie

Orleans

Wyoming

Essex

Oswego

Yates

Franklin

Otsego

Fulton

Rensselaer

Genesee

St. Lawrence

Greene

Saratoga

Section 2. The principal office of this organization shall be at such location within New York State as the - Board of Directors may determine from time to time. The organization may have such other offices as may be designated by the Board of Directors

ARTICLE II

Incorporation

Section 1. New York Chapter 1, District II of the American Academy of Pediatrics is incorporated under the laws of the State of New York. It shall have the structure, powers and functions of a nonprofit corporation as delineated under New York Statutes.

Section 2. The management of New York Chapter 1, District II, of the American Academy of Pediatrics shall be vested in a Board of Directors which shall have the same duties and powers as the officers of a duly incorporated organization.

ARTICLE III
Rules

The following rules shall conclusively bind the Chapter corporate organization and all persons acting for or on behalf of it:

(a) No part of the net earnings of the Chapter corporate organization shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the Chapter corporate organization 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.

(b) No substantial part of the activities of the Chapter corporate organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Chapter corporate organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

(c) Notwithstanding any other provision of these bylaws, the Chapter corporate organization shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 a (or the corresponding provision 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 1954 (or the corresponding provision of any future United States Internal Revenue Law).

(d) The Chapter corporate organization shall not adopt any practice, policy or procedure which would result in discrimination on the basis of race, religion, creed, sexual orientation, national origin, gender, age or disability.

ARTICLE IV

Goals and Purposes

The New York Chapter 1 of District II of the American Academy of Pediatrics shall pursue specific scientific, social and educational objectives to improve the health and welfare of infants, children, adolescents and young adults and to support the profession of pediatrics.

ARTICLE V

Amendments

These articles may be amended and/or new articles adopted provided that such articles are consistent with the provisions of the New York State Not-for-Profit Corporation Act, in the following manner:

a) A duly proposed amendment may be initiated by a two-thirds favorable vote of the Chapter's Board of Directors, or by a petition submitted to the Board of Directors containing the signatures of not less than twenty (20) Fellows (defined below).

(b) The Board of Directors must consider and make recommendations on a duly proposed amendment within three (3) months of its receipt by the Board of Directors.

(c) “A duly proposed amendment shall be distributed (by mail to include electronic mail) to the entire voting membership of the Chapter after consideration and recommendations by at least thirty (30) but not more than sixty (60) days prior to the annual meeting of the Chapter, provided if notice is given by first class mail, it must be given not less than thirty (30) nor more than fifty (50) days prior to the annual meeting.”

(d) An affirmative vote of two-thirds of the members present and voting at the Annual Meeting shall be necessary for adoption of the amendment. Proxy voting will not be accepted.

(e) The proposed amendment shall then be in effect immediately upon its adoption.

BYLAWS

ARTICLE 1

Membership

Section 1. Categories of Membership. Fellows and Members shall be elected according to the National American Academy of Pediatrics Bylaws. Categories shall include:

(a) Fellow Members of the American Academy of Pediatrics (FAAP) (b) Specialty Fellow Members of the American Academy of Pediatrics

(e) Candidate Fellow Members

(f) Honorary Fellow Members

(g) Senior Members

(h) Non-Fellow Members

(i) Inactive Fellow Members

(j) Associate Members

(k) Pediatric Nurse Practitioners

(l) Affiliate Members

Section 2. Qualifications of Membership Categories:

(a) Fellow Members: Fellows shall be members in good standing of the American Academy of Pediatrics, residing or practicing in one of the above-named counties. They shall pay dues and assessments, may vote and hold office, and may use the designation FAAP.

(b) Specialty Fellow Members: Members who have Board Certification of other Boards qualifying for Fellowship. They shall have all the qualifications, rights and duties of Fellow Members.

(c) Resident Fellows (Including Surgical Residents and International Residents): Applicants for Resident Fellow Membership must be enrolled in the 1st, 2nd or 3rd year of a Pediatric Training Program that is approved for credit towards Pediatric Board Certification. Such Fellows may attend and participate at all meetings, but may not vote or hold office. Dues and assessments are at the discretion of the Board of Directors

(d) Post Residency Training Fellow: Applicants for Post Residency Training Fellow Membership must have completed an approved Pediatric Residency Program and be enrolled in a Pediatric Fellowship Training Program. Such Fellows may attend and participate in all meetings, but may not vote or hold office. Dues and assessments are at the discretion of the Board of Directors.

(e) Candidate Member : Such Members must have completed 3 years of training in an approved Pediatric Training Program and be Board certified or non-Board certified but eligible. Candidate Members may attend and participate at all meetings, but may not vote or hold office. Dues and assessments are at the discretion of the Board of Directors.

(f) Honorary Fellows: Such Fellows shall be individuals within the Chapter who have rendered distinguished service to pediatrics and who have made exceptional contributions to child health. They may participate in all clinical meetings and serve on committees, but may not vote or hold office . Dues and assessments are at the discretion of the Board of Directors.

(g) Senior Fellows: Fellows who have been a member for 20 years in good standing who have reached the age of 70 years may at their personal request transfer to Senior status. Such fellows may not vote or hold office. Dues and assessments are at the discretion of the Board of Directors.

(h) Non-Fellow Members: Physicians practicing in the above named counties, with an interest in the practice of pediatrics and health care of children, who are not Fellows of the American Academy of Pediatrics. They may attend meetings and participate in discussions but may not vote or hold office. Dues and assessments are at the discretion of the Board of Directors.

(i) Inactive Members: Any previously active member of this Chapter who has ceased to engage in the practice of Medicine due to ill health or for any other cause considered appropriate by the Board of Directors shall be eligible to transfer to inactive membership upon approval of a written application by the Board of Directors. Inactive Members may attend meetings and participate in discussions, but may not vote or hold office. Dues and assessments are at the discretion of the Board of Directors.

(j) Associate Members: Applicants for Associate Members must have received a certification or degree in the specialty of Pediatric Dentistry from a program approved by the American Dental Association. Members may attend all meetings and participate in all discussions but may not vote or hold office. Dues and assessments are at the discretion of the Board of Directors.

(k) Affiliate Members: Advanced Practice Nurses, Physician Assistants, Registered Nurses, licensed to practice in the State of New York, and who are graduates of an accredited program or who have equivalent educational credentials acceptable to the Board of Directors. They must be engaged in at least half-time practice, teaching, or research as Advanced Practice Nurses/ Physician Assistants or Registered Nurses. They must have passed or be eligible for entrance to the Pediatric Nurse Practitioner/Associates examination for entry into practice given by the National Board of Pediatric Nurse Practitioners

and Associates or to the Examination for Excellence in Practice given by the American Nurses' Association or the Physician Assistant National Certifying Examination that is administered by the National Commission on Certification of Physician Assistants. They may not vote or hold office. Dues and assessments are at the discretion of the Board of Directors

(l) Medical Students: Applicants for Medical Student Membership must be enrolled in an approved medical school. Such Medical Students may attend and participate at all meetings, but may not vote or hold office. Dues and assessments are at the discretion of the Board of Directors.

ARTICLE II
Officers

Section 1. The officers of the Chapter shall be:

The Chapter President

The Chapter Vice President

The Chapter Secretary

The Chapter Treasurer

These officers must be Fellows in good standing of the American Academy of Pediatrics and shall be elected by the voting membership of the Chapter by written ballot, which may be distributed by mail to include electronic mail, for a term consisting of two (2) years.

(a) The Chapter President shall at all times represent the views of his constituency to the National Board of the American Academy of Pediatrics. The Chapter President's duties shall include the following:

(1) To uphold the Constitution and bylaws of the Academy at the Chapter level;

(2) To promote Chapter activities and to organize and conduct appropriate meetings and committee projects:

(3) To represent the Chapter at District and National Meetings including the Annual Leadership Forum; (4) To be responsible for good communication and liaison between the Chapter constituency and the

Executive Board of the American Academy of Pediatrics;

(5) To preside at all meetings of the Chapter:

(6) To appoint all committees subject to the approval of the Chapter Board of Directors except as hereinafter provided;

(7) To submit an annual report to the National American Academy of Pediatrics

(8) To submit a report at each annual meeting of the Chapter.

The term of office of the Chapter President shall be two (2) years.

(b) Vice President: The Chapter Vice President shall assist the Chapter President in the performance of the above duties at all times and shall immediately assume the duties of the Chapter President in the event of the Chapter President's resignation or inability to serve due to illness or other causes. The Vice President shall serve one (1) term of two (2) years in office and succeed to Chapter President at the conclusion of that term.

If the Chapter President resigns, the Vice President shall be eligible to serve a full elected term as Chapter President. He/she shall represent the Chapter at all District and National meetings including the Annual Leadership Forum.

(c) Secretary: The Secretary shall perform the usual duties of that office, such as keeping records and sending notices and ballots to the members. The term of office will be two (2) years, and he/she may be elected additional terms.

(d) Treasurer: The Treasurer and/or a Chapter financial assistant shall collect all dues and assessments. He/she shall hold all funds deposited with or collected in a Chapter approved savings/checking account, and pay such bills as are approved by the Chapter President and Executive Director. He/she shall make a financial report at each meeting of the Board of Directors and at the Annual Meeting of the Chapter. He/She shall serve for two (2) years, and may be elected for an additional terms. At the discretion of the Board of Directors, he/she shall be bonded and employ a Certified Public Accountant. The Chapter Executive Director shall be the signatory on the account.

Section 2. Newly elected members and officers shall be installed at the annual meeting of the Chapter and shall assume their duties at that time. All officers are elected for a term of two (2) years.

Section 3. In the event that any office becomes vacant, the Chapter President, with approval of the Board of Directors, shall appoint a Fellow to serve until the next election.

ARTICLE III

Board of Directors

Section 1. The Board of Directors of this Chapter shall consist of:

(a)The Chapter Officers

(b) The two immediate past presidents of the Chapter

(c) The three members of the Standing Nominating Committee elected by the membership by written ballot for one four (4) year term They may serve one term only.

(d) The two members of the Standing Credentials Committee elected by the membership by written

ballot for one four (4) year term. They may serve one term only.

(e) 1-5 members at large. They may serve two consecutive three year terms.

Section 2. The Board of Directors shall meet at its discretion, but at least twice a year, once before the annual meeting of the Academy and once in the Spring. It shall conduct the business of New York Chapter 1 of District II of the American Academy of Pediatrics.

Section 3. A quorum shall consist of at least 50% of the eligible voting Board of Directors members. Section 4. The Board of Directors shall represent the Chapter corporate organization between meetings. Special meetings of the Chapter corporate organization may be called at the discretion of the Board of Directors.

ARTICLE IV
Committees

Section 1. The Chapter President shall appoint all committee chairs, with the exception of the Nominating and Credentials Committee. Each committee chair shall appoint the members of his committee and create a committee charge with the advice and consent of the Chapter President.

Section 2. The Executive Committee shall be a standing committee of this society. It shall consist of the president, president-elect, 2 immediate past presidents, secretary and treasurer. The Executive Committee shall have authority to act in the interim between regular Board of Directors meetings, unless a special session is called.

Section 3. The Nominating Committee shall be a standing committee of this society. It shall consist of three (3) Fellows. The term of office shall be four (4) years. A fellow can serve only one term of office. One member shall be elected to the Nominating Committee every other year. The senior member shall be the Chair of the Nominating Committee. The committee shall be responsible for presenting an appropriate slate of nominees for the offices to be filled.

Section 4. The Credentials Committee shall be a standing committee of this society. It shall consist of two (2) Fellows. The term of office shall be four (4) years. A fellow can serve only one term of office. One member shall be elected to the Credentials Committee every three years. The senior member shall be the Chairperson of the Committee. The committee shall be responsible for reviewing member misconduct reports. Their actions must be approved by the Board of Directors.

Section 5. Other committees may be added by action of the Board of Directors.

ARTICLE V
Meetings

Section 1. There shall be an Annual Meeting of the Chapter which shall be held at a time and place designated by the Board of Directors.

Section 2. Other meetings may be held at the call of the Chapter President, the Board of Directors, or by a written request signed by twenty (20 Fellows) elected officers excepted.

Section 3. The time and place of all meetings shall be determined by the Chapter President. Notice of meetings shall be mailed, to include electronic mail, to all Fellows and Specialty Fellows, at least thirty (30) but not more than sixty (60) days prior to the meeting, provided if notice given by first class mail, it must be given not less than thirty (30) nor more than fifty (50) days prior to the annual meeting.

Section 4. The quorum shall consist of ten percent (10%) of the voting membership of the Chapter or 100 voting members, whichever is the lesser.

Section 5. All matters of common interest pertaining to the Chapter shall be brought to the Board of Directors for consideration.

Section 6. Parliamentary Authority - all business meetings of the Chapter and all other activities of the Chapter shall be conducted in accordance with Robert's Rule of Order, Revised.

Section 7. Voting by proxy is not permitted.

ARTICLE VI
Elections

Section 1. All elections of the chapter shall be decided by a majority vote.

Section 2. The voting membership shall consist of:

Fellow Members

Specialty Fellow Members

Section 3. Ballots shall be mailed, to include electronic mail, to all voting members at least thirty(30) but not more than sixty (60) days before the annual meeting, provided if ballots are mailed by first class mail it must be given not less than thirty (30) nor more than fifty(50) days before the annual meeting.

Section 4. The Nominating Committee will certify the successful candidates, who will assume office at the end of the next annual meeting and so notify the National Office of the American Academy of Pediatrics.

ARTICLE VII

Dues and Assessments

Section 1. Dues shall be billed annually and shall be payable within 30 days of receipt of invoice

Section 2. Dues shall be set by the Board of Directors and are subject to modification or waiver for good cause by the Board of Directors.

Section 3. A member shall become delinquent after failure to pay dues within 60 days of receipt of invoice. t Such member shall be dropped from the Chapter rolls and all of his rights and privileges as a Fellow of the Chapter shall thereafter terminate. Fellows so dropped may be reinstated by the Board of Directors upon payment of all dues and assessments in arrears.

Section 4. Assessments may be levied on the recommendation of the Board of Directors, with the approval of a majority of the voting Fellows present at any annual meeting of the Chapter.

Section 5. The Board of Directors of the Chapter is empowered to defray all the reasonable and documented expenses of the officers and committee members of the Chapter for the performances of Chapter business.

ARTICLE VIII

Indemnification of Officers and Members

Section 1. It is expressly provided that any and every person made a party to any action, suit, or proceeding by or in the right of the organization to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a member or officer of this organization or of any organization which he served at such at the request of this organization, may be indemnified by the organization to the full extend permitted by law, against any and all reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person has breached his duty to the organization.

Section 2. It is further expressly provided that any and every person made a party to any action, suit or proceeding other than one by or in the right of the organization to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other organization of any type or kind, domestic or foreign, which any member or officer of the organization served in any capacity at the request of the organization, by reason of the fact that he, his testator or intestate, was a member or an officer of the organization, or served such other organization in any capacity, may be indemnified by the organization, to the full extend permitted by law, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys fees; actually and necessarily incurred as a result of such action, suit or proceeding, or any appeal therein, if such person acted in good faith for a purpose which he reasonably believed to be in the best interests of the organization and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

ARTICLE IX Termination

Section 1. Suspension or expulsion. The Board of Directors shall have power to suspend or expel any member of this Chapter for any cause which in their judgment shall be deemed sufficient. Such member may be suspended or expelled only after he has had notice in writing of the charges preferred against him and an opportunity for an impartial hearing before the Board of Directors of the Chapter. To ensure due process rights are followed, suspension or expulsion criteria of District II will be followed.

Section 2. Resignation. Resignations shall be submitted in writing to the Chapter Secretary who shall then submit them for action to the Board of Directors. All rights and privileges of a member shall terminate upon the acceptance by the Board of Directors of the resignation, but a Fellow's resignation shall not relieve the Fellow of any dues or special assessments owed at the time of the Fellow's resignation.

ARTICLE X

Non-Profit Nature

Section 1. This Chapter of the American Academy of Pediatrics is not organized for profit, and neither it nor its members shall have authority to issue capital stock. No member of this Chapter shall, as such, receive or derive any profit from the operation of the Chapter and no part of the net income of this Chapter shall now or hereafter inure to the benefit of any member, as such.

Section 2. Upon the dissolution of the Chapter, the officers and its Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the Chapter, dispose of all the liabilities of the Chapter, exclusively for the purposes of the Chapter in such manner, or to such organization or educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under sec. 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the officers and Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county or city in which the principal office of the Chapter 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.

ARTICLE XI
Amendments

These Bylaws may be amended in the following manner. The proposed amendment, signed by twenty (20) Fellow members, must be submitted in writing to the Chapter President ninety (90) days prior to the annual meeting of the Chapter. A copy of the amendment must be sent to each member by mail to include electronic mail at least thirty (30) days prior to the annual meeting of the Chapter. A vote of two-thirds of the members present and voting at the Annual Meeting of the Chapter is necessary for adoption of the amendment.The amendment shall be effective immediately upon its adoption.

AAP District II - NEW YORK

The State of New York is divided into three chapters each made up of the following counties:

CHAPTER 1