Approved ACLGIM Bylaws
last modified May 2010

ARTICLE I

NAME and PURPOSES

1.1 Name. The name is the Association of the Chiefs and Leaders of General Internal Medicine which is a subgroup of the Society of General Internal Medicine.

1.2 Purposes. The Association is organized exclusively for charitable, educational and scientific purposes, specifically to provide leadership and management training for Chiefs and Leaders of General Internal Medicine and provide a forum for exchange of information and development of collaborative efforts. In addition to providing personal development and an association for networking of Chiefs and Leaders of General Internal Medicine, the association will seek to educate and influence institutional leaders about issues relevant to academic general internal medicine.

ARTICLE II

MEMBERS

2.1 Members. Membership in the Association is open to those who meet the qualifications for membership; are approved by the membership committee; pay the membership fees as determined by the executive committee; and comply with these Bylaws and the rules and regulations of the Association.

2.2 Classes. There shall be two classes of members: full members and emeritus members.

2.3 Full Members. Full members must be leaders in divisions of General Internal Medicine at teaching institutions (as defined by AAMC), or general internists who are chiefs of health services research oriented sections, Hospital Medicine sections or Divisions, Directors of major resident teaching clinics or other academic sections focused on General Internal Medicine. Full members shall have the right to vote and hold office.

2.4 Emeritus Members. Emeritus members must be former Chiefs of General Internal Medicine. They shall pay dues at a rate determined by the executive committee and shall have the right to vote, but not run for office.

2.5 Right of Members to Inspect Records. Every full member or emeritus member shall, upon written demand under oath stating the purpose thereof, have the right to examine, in person or by agent or attorney, during usual business hours, the membership roster, books and records of account, and records of the proceedings of the members, Executive Committee and other body, and to make copies of or extracts from any such records at their own expense. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to inspect the records on behalf of the full member or emeritus member. The demand to inspect the records shall be directed to the Association at its principal administrative office.

2.6 Termination of Membership for Cause. The Association may reprimand or expel any member or officer for conduct, which is determined by the Association to be detrimental to the best interests of the Association. Such action shall require a two-thirds majority vote of all members of the Association. The member against whom the action is taken shall be afforded the opportunity to be heard according to reasonable established procedures provided by the Association.

2.7 Termination for Non-Payment of Dues. Failure of any member of the Association to pay the annual dues of the Association shall be grounds for termination of membership.

ARTICLE III

MEETINGS

3.1 Annual Meeting of the Members. An annual meeting of the members shall be held in each calendar year at such time and place, as the Executive Committee shall determine. Written notice of the annual meeting will be given to each member at least thirty (30) days prior to the date of the meeting. The annual meeting shall consist of both an academic professional development program and a business meeting.

Agenda items for any duly called meeting of the members may be established by a petition signed by 10% of the full and emeritus members of the Association at least 60 days prior to the date of the meeting.

3.2 Special Meetings of the Members. The Executive Committee, whenever ordered by the President, may call special meetings of the members for any purpose at any time, or if requested in writing by at least twenty percent (20%) of the full and emeritus members of the Association. The Executive Committee shall give written notice of special meetings to each full and emeritus member at least thirty (30) days prior to the date of the meeting.

3.3 Quorum of the Members. A quorum for the transaction of business at the annual or any duly called meeting shall consist of the presence of ten percent (10%) of the number of full and emeritus members. When a quorum is present, the vote of a majority of full and emeritus members present shall decide any question brought before it with the exception of a change in these Bylaws or where specified differently in these Bylaws.

3.4 Action by Members. A meeting of members duly called in accordance with these Bylaws shall not be organized for the transaction of business unless a quorum is present. If a meeting cannot be organized because a quorum is not present, those full and emeritus members in attendance may adjourn the meeting to such time and place as they may determine. All full and emeritus members of the Association shall receive written notice of the time and place of the rescheduled meeting at least ten (10) days prior to the day named for the rescheduled meeting, those full and emeritus members in attendance shall constitute a quorum for the purpose of acting upon any resolution or matter set forth in the notice of the meeting.

If a majority of a quorum of the Executive Committee opposes an action of the members, the issue then is settled by mail, email or web-based referendum to full and emeritus members of the Association, with a majority of those responding deciding the issue.

ARTICLE IV

OFFICERS

4.1 Numbers and Qualifications. The Officers of the Association shall be President, President-Elect, Immediate Past-President, Secretary-Treasurer, and Secretary-Treasurer-Elect. No person may be elected to more than one office concurrently. All national officers must be full or emeritus members of the Association.

4.2 Nomination. The President shall appoint a Nominating Committee in a manner as specified in Article 6.1.

4.3 Election. The full and emeritus members shall elect the officers by mail, email or web-based ballots. The slate of officers proposed by the Nominating Committee shall be mailed or emailed to each full and emeritus member at least sixty (60) days prior to the annual meeting. Each full and emeritus member wishing to vote for the officers shall return his or her ballot to the place or respond to the web-based site specified by the Nominating Committee. The ballot must be received at least thirty (30) days prior to the annual meeting. Write-in votes may be cast for members not listed on the slate proposed by the Nominating Committee. Officers shall be elected by a majority of the votes cast for each office. In the event that there is no candidate receiving a majority of the votes for a certain office, the two candidates for that office receiving the highest number of votes shall be candidates in a run-off election, with the candidate receiving the higher number of votes in the run-off election elected to the office. The run-off election shall be held promptly after the initial election. A ballot for the run-off election shall be mailed or electronically submitted to each full and emeritus member. Each full and emeritus member wishing to vote in the run-off election shall return his or her ballot to the place specified by the Nominating Committee. The ballot must be received within twenty-one (21) days from the date the ballot was sent to the member.

4.4 Terms of Office. The Immediate Past-President, President, and President-Elect shall each serve one year, or until a successor is installed. The President and the President-Elect shall advance to the position of Immediate Past-President and President respectively, at the conclusion of his or her term. No officer shall serve consecutive terms in a given position.

The Secretary-Treasurer-Elect shall serve one year as Secretary-Treasurer-Elect and shall advance to the position of Secretary-Treasurer and serve a two-year term as Secretary-Treasurer. The Secretary-Treasurer-Elect shall be elected on alternate years.

4.5 Vacancies. A vacancy among the officers caused by death, disability, resignation, or removal may be filled as follows: A. President. If the President is unable to continue in office, the President-Elect takes over immediately and serves as President for the remainder of that term and then continues for the next year in the expected year of service as President. A replacement President-Elect is not elected until the next regularly scheduled election. B. President and President-Elect. If both the President and President-elect are unable to continue in office, the remaining Executive Committee Members will elect one of their members to serve as President. This person serves as President until the next regularly scheduled election when a new President and President-Elect are elected. C. Secretary-Treasurer. If the Secretary-Treasurer is unable to continue in office, the Secretary-Treasurer-Elect takes over immediately and serves as Secretary- Treasurer for the remainder of that term and then continues for the next two (2) years in the expected years of service as Secretary-Treasurer. If there is no Secretary-Treasurer-Elect, the Chair assumes the responsibilities of the Secretary-Treasurer until the next regularly scheduled election. D. Immediate Past-President. If the Immediate Past-President is unable to continue in office, the President assumes the responsibilities of the Immediate Past-President. No replacement is chosen.

4.6 President. The President shall be the Chief Executive Officer of the Association; shall, in general, perform all duties incident to the office of President and such other duties as may be assigned by the Association; and shall preside at all meetings of the members and the Executive Committee.

4.7 President-Elect. The President-Elect shall, in the absence of or in the event of the disability of the President, perform the duties and exercise the powers of the President and assist the President as needed

4.8 Secretary-Treasurer. The Secretary-Treasurer shall be custodian of the books and records of the Association; shall be the chief financial officer of the Association; shall have charge and custody of, and be responsible for, all funds of the Association, and shall oversee the deposit of such funds in the name of the Association in depositories selected by the Executive Committee; shall provide to the President and to the Executive Committee, upon request, an account of all the Secretary-Treasurer's transactions as Secretary-Treasurer and of the financial condition of the Association; shall, in general, perform such other duties as are incident to the office of Secretary-Treasurer and as may be assigned by the Executive Committee or by the President. The Secretary-Treasurer shall also have oversight over the official communications of the Association; shall assure that the minutes of all meetings of the Members and of the Executive Committee are recorded; shall assure that all notices of meetings in accordance with these Bylaws are given; and shall, in general, perform such other duties as are incident to the office of Secretary and as may be assigned by the Association or by the President

4.9 Secretary-TreasurerElect. The Secretary-Treasurer Elect shall assist the Secretary-Treasurer in carrying out the duties of that office and shall, in the absence or disability of the Secretary-Treasurer, perform the duties and exercise the powers of the Secretary-Treasurer.

ARTICLE V

EXECUTIVE COMMITTEE

5.1 Executive Committee. The management of the Association, including communication with the Society of General Internal Medicine national office and its staff shall be vested in the Executive Committee which shall consist of the officers designated under Article IV. The Executive Committee shall have consist of five members . In those years where the officers do not number five, at-large full members may be appointed by the President as endorsed by members of the Executive Committee

5.2 Annual Meeting. An Annual Meeting of the Executive Committee shall be held each year as soon as practicable before or after the Annual Meeting of the members for the purpose of organization of the Executive Committee. It is not required for a notice of the annual meeting of the Executive Committee to be given to the Association's members.

5.3 Regular Meetings. Regular meetings of the Executive Committee shall be held. No notice of the Executive Committee's regular meetings to the Association's members is required.

5.4 Special Meetings. Special meetings of the Executive Committee may be called by the President or by a majority of the Executive Committee Members then in office and shall be held on notice by letter, telefax, email, or telegram, mailed or delivered not less than three days preceding the day of such meeting, or by word of mouth or telephone received not later than the day immediately preceding the day of such meeting.

5.5 Telephone Meetings. Executive Committee Members may participate in meetings of the Executive Committee by conference telephone or similar communications equipment by means of which all persons participating in the meetings can hear each other. Executive Committee Members so participating shall be deemed present at any such meeting.

5.6 Quorum. A majority of the Executive Committee Members in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Executive Committee Members present at a meeting shall be the acts of the Executive Committee.

5.7 Unanimous Consent. Any action which may be taken at a meeting of the Executive Committee may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the Executive Committee Members, and shall be filed with the Secretary-Treasurer of the Association.

5.8 Liability. An Executive Committee Member shall not be personally liable for monetary damages for any action taken unless the Executive Committee Member has breached or failed to perform the duties of the person's office under Subchapter B of Chapter 57 of the Pennsylvania Nonprofit Corporation Law of 1988 and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Any repeal, amendment, or modification of this Article shall be prospective only and shall not increase, but may decrease an Executive Committee Member's liability with respect to actions or failures to act occurring prior to such change.

ARTICLE VI

OTHER COMMITTEES

6.1 Nominating Committee. The Nominating Committee shall consist of at least five (5) full members; at least three of who are representatives of different regions of the country and not current Executive Committee Members. The Immediate Past-President of the Executive Committee will serve as the Chair of the Nominating Committee. The Nominating Committee shall be responsible for proposing a slate of officers for Association elections.In developing the slate, the nominating committee should consider whether the nominees represent the diversity of the Society's members and purposes.

6.2 Membership Committee. The Membership committee shall be composed of three to five (3-5) full or emeritus members appointed by the Executive Committee and chaired by the Membership Chair of the Association. Their duties shall include promotion and approval of new members of the Association.

6.3 Appointment of Additional Committees. The Executive Committee may, by resolution adopted by a majority of the Executive Committee Members then in office, appoint one or more additional committees.

6.4 Appointment of Members of Committees. The President shall appoint members of all committees except the Executive Committee.

6.5 Quorum. A quorum of committee members shall be defined as a majority of members appointed to that committee.

6.6 Responsibilities of Committees. Committees are workgroups for the Executive Committee. They receive requests from the Executive Committee and report to the Executive Committee at least annually. Members serve a three-year staggered term of service. All recommendations and actions taken by Committees of the Association are considered to be recommendations to the Executive Committee and shall be reviewed and approved by the Executive Committee.

6.7 Meetings and Notices. A committee may, by resolution, fix regularly meeting dates of which no notice need be given to the members of the Association. Special meetings of the committee may be held at the call of the chair of the committee upon such notice as is provided in these Bylaws for special meetings of the Executive Committee.

6.8 Reports to the Executive Committee. All recommendations made by the committees, and other officially recognized groups within the Association, shall be reported to the Executive Committee. The Executive Committee may delegate responsibility for representing the Association. Any individual or body so designated shall report their recommendations at the next meeting of the Executive Committee.

ARTICLE VII

INDEMNIFICATION

7.1 The Association shall indemnify any Member or Officer of the organization who was or is an "authorized representative" of the ACLGIM (which shall mean, for the purpose of this Article, Officers of the Association or such a person serving at the request of the Association as a director, officer, partner, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and who was or is a "party" (which shall include for the purposes of this article the giving of testimony or similar involvement) or is threatened to be made a party to any "proceeding" (which shall mean for the purposes of this Article any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that such person was or is an authorized representative of the Association against expenses (which shall include for the purposes of this Article attorney's fees and disbursements), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Association and, with respect to any criminal proceeding, had no reasonable cause to believe such person's conduct was unlawful. If an authorized representative is not entitled to indemnification in respect of a portion of any liabilities to which such person may be subject, the Association shall nonetheless indemnify such person to the maximum extent for the remaining portion of the liabilities.

7.2 Advancement of Expenses. The Association shall pay the expenses (including attorneys' fees and disbursements) actually and reasonably incurred in defending any action or proceeding referred to in Subchapter V of Chapter 57 of the Pennsylvania Nonprofit Corporation law of l988 on behalf of any person entitled to indemnification under Section 1 in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Association as authorized in this Article.

7.3 Security of Indemnification Obligations. To further effect, satisfy or secure the Indemnification obligations provided herein or otherwise, the Association may purchase and maintain insurance on behalf of any or all such authorized representatives to the full extent permitted under Section 5747 of the Pennsylvania Nonprofit Corporation Law of l988.

ARTICLE VIII

ANNUAL REPORT

8.1 Annual Report. Within a reasonable time after the close of each fiscal year, the Executive Committee shall present to the members a report, verified by the President and the Secretary-Treasurer, covering the activities of the Association for the past year and showing in appropriate detail the following;

1. The assets and liabilities, including the trust funds, of the Association as of the end of the fiscal year immediately preceding the date of the report. 2. The principal changes in assets and liabilities, including trust funds, during the fiscal year immediately proceeding the date of the report. 3. The revenue or receipts of the Association, both unrestricted and restricted to particular purposes, for the fiscal year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Association. 4. The expenses or disbursements of the Association, for both general and restricted purposes, during the fiscal year immediately proceeding the date of the report, including separate data with respect to each trust fund held by or for the Association. 5. The number of members as of the date of the report, together with a statement of the increase or decrease in the membership over the past fiscal year, and a statement of the place where the identity and addresses of current members may be found as required by law. The annual report shall be filed with the minutes of the annual meeting of the members. 6. Activities and accomplishments of the Association during the last year would also be contained in the annual report as well as a listing of priorities.

ARTICLE IX

WAIVER OF NOTICE

9.1 Any notice required to be given under these Bylaws may be effectively waived by the person entitled to such notice by written waiver signed before or after the meeting to which such notice relates or by attendance at such meeting otherwise than for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE X

FISCAL YEAR

10.1 The fiscal year of the Association shall begin on July 1 and end on June 30.

ARTICLE XI

AMENDMENTS

11.1 These Bylaws will become effective if adopted by the affirmative vote of two-thirds of the full and emeritus members present at the 2010 Annual Business Meeting. Henceforth, these Bylaws may be amended or repealed and new Bylaws adopted by the affirmative vote of two-thirds of the voting members by proxy ballot which shall be mailed or emailed to each full and emeritus member at least 60 days prior to the annual meeting and must be received at the place designated by the Bylaws Committee at least 30 days prior to the Annual Meeting.