BYLAWS



Revised 09 December 1996



Article I - Name


The name of this Association, a nonprofit corporation, organized under the laws of the State of South Carolina and chartered by the American College of Emergency Physicians, shall be the South Carolina College of Emergency Physicians.




Article II - Purposes


The purpose of the Association hereinafter "the Chapter" shall be those as set forth in the Bylaws of the American College of Emergency Physicians, hereinafter "the College", and in the Articles of Incorporation.




Article III - Membership


Section 1. The qualifications for membership in the South Carolina Chapter shall be the same as those for membership in the College.

Section 2. Membership applications, classification changes, resignations, suspensions, and expulsions shall be acted upon by the College.

Section 3. Member classifications in the chapter shall be those designated by the College in its Bylaws.

Section 4. All records of the Chapter shall be available for inspection by the membership of the Chapter at any reasonable time.




Article IV - Dues and Assesments


Section 1. Dues for the Chapter shall be determined by the membership at the Annual Meeting of the Chapter.

Section 2. Assessments may only be levied by a majority vote of the members present at the Annual Meeting and then only if the recommendation for such assessment has been mailed to the membership at least thirty (30) days before the meeting.

Section 3. Any member whose dues or assessments are unpaid at the time of the Annual Meeting shall be ineligible to vote or to hold office.




Article V - Meetings


Section 1. There shall be an Annual Meeting of the Chapter membership. Notice of such meeting shall be mailed to the last recorded address of each member at least sixty (60) days before the time apppinted for the meeting.

Section 2. Regular meetings of the Chapter may be held from time to time as determined by the Board of Directors. Notice of such meetings shall be mailed to the last recorded address of each member at least sixty (60) days before the time appointed for the meeting.

Section 3. The members of the Chapter present at any duly called meeting of the Chapter shall constitute a quorum.

Section 4. When not in conflict with these Bylaws, the latest edition of Sturgis Standard Code of Parliamentary Procedure shall govern all meetings.




Article VI - Board of Directors


Section 1. The Board of Directors shall have supervision, control and direction of the affairs of the Chapter, shall determine its policies or changes therein within the limits of the Bylaws, shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2. The Board of Directors shall be composed of the four (4) officers of the Chapter, eight (8) directors, and the immediate past president. The number of directors may be increased or decreased from time to time by amendment of these Bylaws.

Each year in July, an Emergency Medicine Resident(s) willbe selected by the Residents of each Residency Program, to serve as a Residency Liaiaon(s) to the Board of Directors. This resident(s) will serve as a non-voting member of the Board of Directors.

Section 3. Elected directors shall serve a term of three (3) years and shall be eligible to serve a maximum of two (2) consecutive terms with the exception of a member elected President Elect at the end of the second year of his second term on the Board. Should this circumstance occur, his term on the Board of Directors would be extended for two years to allow him to serve as President for one year and Immediate Past-President for one year.

Four (4) elected directors and one alternate director shall be elected at each annual meeting by a majority vote of the members present or voting by absentee ballot. The alternate Director shall serve as a non-voting member of the Board of Directors and be available for appointment to the Board of Directors shall a seat become open.

Section 4. The Board of Directors shall meet at least four (4) times per year. Notice of all meetings of the Board of Directors sahll be sent by mail to each member of the Board at his or her last recorded address at least ten (10) days in advance of such meetings. Board meetings may conducted by telephone conference call. A majority of the Board shall constitute a quorum at any meeting of the Board.

Section 5. Any director may be removed from office by a three-quarters vote of the members present at any Chapter meeting. A recall must be initiated be a petition signed by no less than one-third of the number of voting members present and voting at the meeting at which the director was elected. Any vacancy created by a recall shall be filled by the alternate director or a majority vote of the members present at the next annual meeting if the alternate director has already been appointed to the Board.

Any Director who has an unexcused absence from two consecutive meetings will be notified in writing that his tenure on the Board of Directors will be brought up for review a the next scheduled board meeting. At that time he may be removed from office by the President, with the concurrence of the Board by a simple majority vote.

Section 6. Any director may resign at any time by giving written notice to the President or the Board of Directors. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the President or the Board.

Section 7. Any vacancies which occur on the Board of Directors for any reason other than a recall shall be filled for the remainder of the respective term by the alternate director or a majority vote of the remainind directors if the alternate director has already been appointed to the Board.




Article VII - Officers


Section 1. The elected officers of the Chapter shall be the President, President-Elect, Secretary, Treasurer, and Immediate Past President. All officers shall be current members of the Board of Directors and shall be elected for a one (1) year term. Election shall be by a majority vote of the Board of Directors present at the Board meeting immediately following the Annual Meeting. Officers may serve a maximum of two (2) consecutive terms.

Section 2. The duties of the officers shall be as follows:

(a) The President shall be the executive officer of the Board of Directors. He or she shall preside over all meetings of the Chapter and Board of Directors. He or she shall be responsible for ensuring that all contracts with third parties contain a provision disclosing the fact that the Chapter is an entity separate and distinct from the College.

(b) The President-Elect in the absence of the President, shall preside at all meetings and perform such other duties as may be assigned by the President or the Board of Directors.

(c) The Secretary shall be responsible for creating and maintaining appropriate records of all Chapter activities and correspondence with the membership, and he or she shall also be responsible for ensuring that the Chapter adheres to the policy governing the use of the mark of the American College of Emergency Physicians.

(d) The Treasurer shall be responsible for maintaining and creating appropriate financial information. He or she shall also be responsible for ensuring that appropriate corporation and Chapter reports are filed.

Section 4. Any officer may be removed from office by a three-quarters vote of the members of the same body authorized to elect the officer. Any vacancy created by a recall shall be filled by a majority vote of the members present at the meeting at which the recall occurs. Nominations for any vacancy shall be accepted from the floor.

Section 5. Any officer may resign at any time by giving written notice to the President or to the Board of Directors. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the President or the Board.

Section 6. Vacancies which occur in the officership of the Chapter for any reason, other than recall, shall be filled by a majority vote of the Board of Directors.




Article VIII - Councillors


One Councillor of the College, and one additional councillor or each 100 members of the Chapter, shall be elected by the Chapter to a two (2) year term, but no councillor amy serve more than three (3) consecutive two year terms, except by a vote of three-quarters of the Chapter members present at the annual meeting. At such time as the Chapter is eligible for more than one councillor, ther term of the first newly-elected councillor shall be adjusted so that the terms of all councillors are staggered. For each councillor, the Chapter shall also elect an alternate councillor who will be available for seating if a councillor is not present.




Article IX - Committees


The President may appoint such committees as he or she deems necessary.




Article X - Mail Vote


Unless prohibited by law, voting on any matter, including election of directors or officers, may by conducted by mail.




Article XI - Indemnification


The Chapter may, by resolution of the Board of Directors, provide for indemnification by the Chapter of any and all its directors and officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of having been directors or officers of the Chapter. except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicted on the existence of such liability for negligence or misconduct.




Article XII - Approval of Bylaws and Amendments


Section 1. These Bylaws shall not become effective until approved by the Board of Directors of the College.

Section 2. Unless otherwise required by law. these Bylaws may be amended by a two-thirds vote of the membership present at a meeting of the Chapter, provided that the proposed amendments have been mailed to the membership of the Chapter at least thirty (30) days prior to the meeting.

Section 3. Amendments to these Bylaws shall be submitted in writing to the College by registered mail, return receipt requested, no later than thirty (30) days following the adoption of such amendments. No amendment shall be of any force or effect until it has been submitted to and reviewed by the Board of Directors of the College, provided, however, that such amendment shall be considered to be approved if the Board of Directors fails to give written notice of its objection thereto within ninety (90) days following receipt.

Section 4. These Bylaws must at all times be consistent with the Bylaws of the College. Should the Bylaws of the College be changed in such a manner as to render these Bylaws inconsistent therewith, then these Bylaws shall be amended immediately to eliminate said inconsistency.

Section 5. The Chapter adopted the latest revision to these current Bylaws on Tuesday, December 9, 1996