|
Bylaws of the American Board of Medical Genetics,
Incorporated
Approved by the Board of Directors - February 15, 2008
Constituting a merger of the 1980 Constitution and Bylaws
into a single document with certain revisions. Approved by
the Board of Directors on March 4, 1986. Ratified by the
members in June 1986. Third edition ratified by the members
December 15, 1992. Fourth edition approved by the Board of
Directors on September 6, 1996. Fifth edition approved by
the Board of Directors on July 8, 2004 and ratified by the
members October 21, 2004. Sixth edition approved by the
Board of Directors June 14, 2007. Seventh edition approved
by the Board of Directors February 15, 2008
ARTICLE 1
Name and Purposes
Section 1.1. Name. The name of this corporation
shall be The American Board of Medical Genetics,
Incorporated (the "ABMG").
Section 1.2. Purposes. The purposes of the
ABMG shall be to: (a) elevate the standards and advance the
art and science of medical genetics by encouraging its study
and improving its practice; (b) conduct examinations to
determine the qualifications of medical geneticists who
voluntarily apply to the ABMG for certification as
Diplomates; (c) grant and issue Diplomate certificates in
the field of medical genetics and its various specialty
areas to those medical geneticists who have received
adequate preparation in accordance with the ABMG's
educational, training, and experience requirements, and who
have passed the comprehensive Certification Examinations
administered by the ABMG; (d) maintain a registry of holders
of such certificates; (e) evaluate and accredit qualified
training programs in the field of medical genetics; and (f)
thereby, improve the public health.
ARTICLE 2
Powers
Except
as provided otherwise by the Articles of Incorporation or by
these Bylaws, the ABMG shall have all the powers of a
corporation organized under the Texas Non-Profit Corporation
Act, as in effect at the time of adoption of these Bylaws or
as amended from time to time, and shall have such additional
powers as are permitted by law.
ARTICLE 3
Office and Agent
The
ABMG shall have and continuously maintain in the State of
Texas a registered office and a registered agent whose
business office is identical with such registered office.
ARTICLE 4
Members
Section 4.1. Diplomates. Individuals certified
by the ABMG shall be designated as Diplomates.
Section 4.2. Qualifications. (a) The members
of the ABMG shall consist of all doctoral level Diplomates
of the ABMG who are certified in one or more of the
following specialties:
Clinical Genetics
Ph.D. Medical Genetics
Clinical Biochemical Genetics
Clinical Cytogenetics
Clinical Molecular Geneticist
Clinical Biochemical/Molecular Genetics
(b)
Members shall be eligible to serve as officers or directors
of the ABMG, to vote on such matters as may be submitted to
a vote of the membership, to serve on committees, to attend
meetings of members, and to receive information, notices,
and other mailings from the ABMG.
Section 4.3. Election to Membership. Election
to membership in the ABMG shall be made by the Board of
Directors pursuant to the qualifications set forth in these
Bylaws and according to rules, regulations, and procedures
not inconsistent herewith as may be adopted and from time to
time amended by the Board of Directors.
Section 4.4. Meetings of Members. (a) An
annual meeting of the members of the ABMG shall be held at
such time and place as may be determined by the Board of
Directors.
(b) Special meetings may be called by the President, by six
(6) members of the Board of Directors, or by members having
not less than one tenth (1/10) of the votes entitled to be
cast at such meetings. The time and place of such meetings
shall be determined by the Board of Directors.
(c) Written notice stating the place, date, and hour of each
meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be
delivered by mail not less than ten (10) nor more than sixty
(60) days before the date of the meeting, to each member at
the address that appears on the records of the ABMG.
Section 4.5. Quorum, Proxy Prohibited, and
Voting of Members. (a) The members present at any meeting of
the members shall constitute a quorum.
(b) No member may act by proxy on any matter.
(c) Each member shall be entitled to one (1) vote on each
matter submitted to a vote of the members.
(d) The affirmative vote of a majority of the members
present at a meeting shall be the act of the members unless
the vote of a greater number is required by law, by the
Articles of Incorporation, or by these Bylaws.
ARTICLE 5
Board of Directors
Section 5.1. Powers and Duties. (a) The
affairs of the ABMG shall be managed by its Board of
Directors.
(b) The Board of Directors shall have the powers and duties
ordinarily delegated to the governing body of a corporation,
including the following:
-
To
exercise its legal authority and responsibility in the
general direction and conduct of the affairs of the ABMG
in order to promote the purposes of the ABMG;
-
To
establish general administrative procedures governing
the activities of the ABMG and to develop long-term
policies to foster the ABMG's growth and development;
-
To
transact the general business of the ABMG;
-
To
adopt rules, regulations, and procedures governing
certification of qualified medical geneticists and
accreditation of qualified medical genetics training
programs;
-
To
grant certification to applicants who have successfully
completed requirements established by the ABMG and to
confer Diplomate status on those so certified;
-
To
grant accreditation to applicant training programs that
have complied with the requirements established by the
ABMG;
-
To
have charge of the funds of the ABMG and to authorize
loans, investments, and expenditures;
-
To
elect the members, directors and officers of the ABMG;
-
To
establish membership fees; fees for application,
examination, certification, maintenance of
certification, accreditation, and reaccreditation; and
policies regarding waivers of fees and refunds;
-
To
report to the membership annually its activities and to
make such interim reports as may be necessary or
advisable; and
-
To
take or cause to be taken such other action as it deems
necessary to carry on the purposes of the ABMG.
Section 5.2. Composition, Qualifications, and Tenure.
(a) The Board of Directors of the ABMG shall consist of
fourteen (14) directors and shall be composed as follows:
seven (7) clinical geneticists, one (1) Ph.D. medical
geneti¬cist, and six (6) clinical laboratory geneticists.
(b) All directors shall be members of the ABMG.
(c) Directors shall serve for staggered six-year terms. No
director may hold office for a second consecutive term;
provided that, a director who has been appointed to fill a
vacancy of three years or less may be elected to serve a
second consecutive term. A director who has served one (1)
term is eligible for reelection six (6) years after the
expiration of his or her previous term.
Section 5.3. Nomination, Election, and Term of
Office. (a) Directors shall be elected by the Board of
Directors.
(b) Directors' terms shall be staggered so that each year no
more than three (3) new directors shall be elected; provided
that, if one or more vacancies exist on the board because of
an increase in the number of directors, additional directors
shall be elected to fill such vacancies."
(c) Prior to March 1 of each year, the President shall
appoint a Nominating Committee consisting of one (1)
director and four (4) members who are not directors. One (1)
of these individuals shall have served on the immediately
preceding Nominating Committee and shall serve as
chairperson of the Nominating Committee; the other four (4)
shall not have served on the Nominating Committee during the
previous six (6) years. The Nominating Committee shall take
office immediately upon appointment.
(d) At least four (4) months prior to the annual meeting of
the members, the Nominating Committee shall submit to the
Board of Directors a slate of nominees for the position(s)
to be filled. The specialty of the candidates shall be in
accordance with the specialties of the outgoing directors.
Members of the Nominating Committee may not be candidates
but shall be identified in the call for nominations.
(e) New directors shall be elected by the affirmative vote
of a majority of the directors then in office present and
voting at a meeting of the Board of Directors at which a
quorum is present.
(f) Each director shall hold office until December 31 of the
final year of that director's term of office and until a
successor is elected and installed, or until such director's
earlier death, resignation or removal in the manner
hereinafter provided.
Section 5.4. Resignation. A director may
resign at any time by written notice delivered to the
President or the Secretary. A resignation is effective when
the notice is delivered unless the notice specifies a date
later than the date of delivery.
Section 5.5. Removal of Directors. One or more
directors may be removed, with or without cause. A director
may be removed by the affirmative vote of a majority of the
directors then in office present and voting at a meeting of
the Board of Directors at which a quorum is present.
Section 5.6. Vacancies. Any vacancy occurring
on the Board of Directors shall be filled by appointment by
the Board of Directors for the unexpired portion of the
term.
Section 5.7. Meetings, Notice, and Waiver of
Notice. (a) The annual meeting of the Board of Directors
shall be held without other notice than these Bylaws in
conjunction with and at the same place as the annual meeting
of the members of the ABMG. The Board of Directors may
provide by resolution the time and place for the holding of
additional regular meetings of the Board without other
notice than such resolution.
(b) Special meetings of the Board of Directors may be called
by the President or by six (6) directors, and such person or
persons may fix any place as the place for holding any
special meeting of the Board so called. Notice of any
special meeting of the Board of Directors shall be given in
accordance with these Bylaws at least two days in advance
thereof by mail, telephone, or facsimile transmission to
each director at the address shown for such director on the
records of the Board.
(c) Notice of any special meeting of the Board of Directors
may be waived in a writing signed by the person or persons
entitled to such notice either before or after the time of
the meeting. Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting except where a
director attends a meeting for the express purpose of
objecting to the transaction of any business because the
meeting is not lawfully called or convened. Except in the
case of a special meeting called for the purpose of removing
a director, neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of
notice of such meeting, unless specifically required by law,
the Articles of Incorporation, or these Bylaws.
(d) Between meetings, the Board of Directors may vote and
transact business without a meeting as provided in Section
5.11 of these Bylaws, or by conference telephone as provided
in Section 5.12 of these Bylaws.
Section 5.8. Proxy Prohibited. No director may
act by proxy on any matter; provided that, directors may act
without a meeting pursuant to the procedures set forth in
Section 5.11 of the Bylaws.
Section 5.9. Quorum. Seven (7) directors shall
constitute a quorum for transacting business. Directors
present by proxy may not be counted toward a quorum.
Section 5.10. Action at a Meeting. Each
director shall be entitled to one vote. The affirmative vote
of the majority of the directors present in person at a
meeting at which a quorum is present shall be the act of the
Board of Directors, unless the vote of a greater number is
required by law, by the Articles of Incorporation, or by
these Bylaws.
Section 5.11. Action Without a Meeting. (a)
Any action required or permitted by law to be taken at a
meeting of the Board of Directors of the ABMG may be taken
without a meeting if a consent in writing setting forth the
action to be taken is signed by a sufficient number of
directors as would be necessary to take that action at a
meeting at which all of the directors were present and
voting. Each written consent shall bear the signature and
the date of signature of the director consenting to the
action.
(b) If the written consent is signed by less than all of the
directors, then such consent shall become effective only if
written consents signed by the required number of directors
are delivered to the ABMG offices, addressed to the
President of the ABMG, by hand or certified or registered
mail, return receipt requested, within sixty (60) days after
the date of the earliest dated consent.
(c) Prompt notice in writing of the taking of such action
without a meeting by less than unanimous consent shall be
delivered to all directors who did not consent in writing to
the action.
(d) An electronic, or similar transmission by a director, or
a photostatic, photographic, facsimile, or similar
reproduction of a writing signed by a director, shall be
regarded as a signed written consent for purposes of this
Article.
Section 5.12. Attendance by Telephone.
Directors may participate in and act at any meeting through
the use of a conference telephone or other communications
equipment by means of which all persons participating in the
meeting can communicate with each other. Participation in
such meeting shall constitute attendance and presence in
person at the meeting.
Section 5.13. Compensation; Reimbursement. No
director shall receive any payment for services as a
director, except that a director may be reimbursed for
reasonable expenses incurred in connection with his or her
service as a director.
ARTICLE 6
Officers
Section 6.1. Enumeration. The officers of the
ABMG shall consist of the President, President Elect,
Secretary, and Treasurer. All officers shall be directors of
the ABMG. Officers whose authority and duties are not
prescribed in these Bylaws shall have the authority and
perform the duties prescribed from time to time by the Board
of Directors.
Section 6.2. Election and Term of Office. (a)
Officers of the ABMG shall be elected at the annual meeting
of the Board of Directors, by and from among the directors.
Voting shall be accomplished by secret ballot. The President
shall count the votes. Nominees receiving a majority of the
votes shall be declared elected. Officers shall take office
on January 1 following their election.
(b) The President shall succeed from the office of
President-Elect. The President shall hold office for one
term of one year; provided that, if the President-Elect
fills a vacancy in the office of President, he or she shall
hold office for the unexpired portion of the President’s
term and for an additional full one-year term.
(c) The President-Elect shall hold office for one term of
one year; provided that, if the President-Elect holds office
by appointment due to a vacancy in the office, he or she
shall hold office only for the unexpired portion of the term
and shall not succeed to the office of President. The
President-Elect shall not be elected to hold office in later
than his/her fifth year on the Board.
(d) The Secretary and the Treasurer shall each hold office
for a term of two (2) calendar years and each may be
reelected for one (1) successive term; provided that, such
term of office or reelection shall not extend the
individual's tenure on the Board of Directors beyond the
term for which that individual was elected. The terms of the
Secretary and Treasurer shall be staggered so that both are
not elected in the same year.
Section 6.3. Vacancies. (a) In the event that
the President cannot complete his or her term of office, as
determined by the Board of Directors, the President-Elect
shall succeed to the office of President for the unexpired
portion of the term.
(b) In the event that the President-Elect succeeds to the
office of President, or in the event that the
President-Elect cannot complete his or her term of office,
as determined by the Board of Directors, a new
President-Elect shall be appointed by the Board of Directors
for the unexpired portion of the term.
(c) In the event that the Secretary or Treasurer cannot
complete his or her term of office, as determined by the
Board of Directors, a new Secretary or Treasurer shall be
appointed by the Board of Directors for the unexpired
portion of the term.
Section 6.4. Resignation and Removal. (a) Any
officer may resign at any time by giving notice to the
President or the Secretary. A resignation is effective when
the notice is delivered unless the notice specifies a date
later than the date of delivery.
(b) The Board of Directors may remove any officer, with or
without cause, whenever in its judgment the best interests
of the ABMG would be served thereby.
Section 6.5. Compensation. No officer shall
receive any payment for services as an officer, except that
an officer may be reimbursed for reasonable expenses
incurred in connection with his or her service as an
officer.
Section 6.6. President. The President shall be
the principal executive officer of the ABMG. The President
shall preside at all meetings of the members and all
meetings of the Board of Directors. Subject to the
directions of the Board of Directors, the President shall in
general supervise and control the business and affairs of
the ABMG and shall perform all duties incident to the office
of President and such other duties as may be assigned from
time to time by the Board of Directors or prescribed by
these Bylaws. The President may sign, alone or with any
other officer authorized by the Board of Directors, any
deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed.
Section 6.7. President-Elect. The
President-Elect shall assist the President in carrying out
his or her duties and prepare for his/her term in office.
The President-Elect shall carry out the duties of the
President in the absence or disability of the President.
Section 6.8. Secretary. The Secretary shall
keep all minutes and records of the ABMG, file such reports
as may be required by or for the ABMG, send out notices of
meetings of the members and the Board of Directors and
notices of proposed amendments to these Bylaws, and send out
ballots for the election of directors to all voting members.
The Secretary shall keep a record of all certified
Diplomates and all accredited medical genetics training
programs. The Secretary shall distribute the rules and
regulations on certification and accreditation and
amendments thereto to all members of the ABMG and to other
individuals upon request.
Section 6.9. Treasurer. The Treasurer shall
receive and record all fees submitted to the ABMG, make such
investments and expenditures as authorized by the Board of
Directors, and deliver to the Board of Directors at its
annual meeting a statement of receipts and expenditures. The
Treasurer shall be bonded in an appropriate amount fixed by
the Board of Directors. The Treasurer shall present properly
detailed financial reports, audited by a certified public
accountant, annually to the Board of Directors for the
permanent records of the ABMG.
ARTICLE 7
Committees and Representatives
Section 7.1. Appointment. The President shall
appoint such committees and representatives as directed by
the Board of Directors or prescribed in these Bylaws, and
may appoint other committees and representatives at his or
her discretion. All committee members shall be certified
members of the ABMG.
Section 7.2. Action of Committees. A majority
of a committee shall constitute a quorum. The act of a
majority of committee members present and voting at a
meeting at which a quorum is present shall be the act of the
committee. A committee member may participate in and act at
any meeting through the use of a conference telephone or
other similar communications equipment, and the committee
may act by consent in writing without a meeting, in the
manner provided by these Bylaws for the Board of Directors.
Section 7.3. Nominating Committee. Each year,
the President shall appoint a Nominating Committee as
provided in Section 5.3(c) of these Bylaws.
Section 7.4. Liaison Committee. The President
shall appoint a Liaison Committee consisting of four (4)
directors. The Liaison Committee may invite consultants to
meetings of the Board of Directors to provide an exchange of
ideas with societies whose interests or functions may
directly or indirectly overlap with those of the ABMG. Any
basic science, clinical, or service organization approved by
the Board of Directors may be included.
Section 7.5. Standing Committees. In addition
to the Nominating Committee and the Liaison Committee, the
President shall, with the approval of the Board of
Directors, appoint standing committees with responsibilities
in the following areas: credentials, certification,
Maintenance of Certification, accreditation, education,
finances, and grievances. With the approval of the Board of
Directors, the President shall establish the terms of
committee members and appoint a chairperson for each
committee.
A) Finance Committee shall consist of the Treasurer,
President, President-Elect, most recent past president
(non-voting member), executive director and administrator
(both non-voting members).
Section 7.6. ABMS Voting Representatives. A)
The Board of Directors shall elect two (2) Voting
Representatives and two (2) alternates to represent the ABMG
at meetings of the Assembly of the American Board of Medical
Specialties (the "ABMS"). The representatives and alternates
must be members of the ABMG and may be members of the Board
of Directors. The representatives to the Assembly may serve
a five (maybe 3?) year term with possible reelection to a
second 5 year term B) The Board of Directors shall nominate
to the Board of Directors of ABMS one voting representative.
The representative must be a present or past member of the
ABMG Board of Directors or present or past voting
representative to the Assembly of the ABMS, or the executive
director of the ABMG. The representative will serve a three
year term with a possible reelection for a second three year
term.
Section 7.7. Other Committees. Other standing
or special committees may be appointed by the Board of
Directors or at the request of ten (10) percent of the
certified members with the approval of the Board.
Section 7.8. Residency Review Committee
Representatives. The Board of Directors shall elect two
(2) Representatives to the Medical Genetics Residency Review
Committee. One Representative shall be a member of the ABMG,
one Representative shall be elected from among the
directors, and each shall serve for a five (5) year term.
Section 7.9. Other Committees. Other standing
or special committees may be appointed by the Board of
Directors or at the request of ten (10) percent of the
certified members with the approval of the Board.
ARTICLE 8
Expenditures, Contracts, and Financial Transactions
Section 8.1. Expenditure of Funds. Expenditure of
funds shall be made to further the objectives of the ABMG as
stated herein. All expenditures shall be authorized by
action of the Board of Directors except for those
disbursements routinely required in the conduct of the
business of the ABMG, which may be authorized by the
Treasurer.
Section 8.2. Contracts. The Board of Directors
may authorize any officer or officers, agent or agents of
the ABMG to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the ABMG, and
such authority may be general or confined to specific
instances.
Section 8.3. Loans. No loans shall be
contracted on behalf of the ABMG and no evidences of
indebtedness shall be issued in the name of the ABMG unless
authorized by a resolution of the Board of Directors.
Section 8.4. Checks, Drafts, Etc. All checks,
drafts or other orders for the payment of money, notes or
other evidence of indebtedness issued in the name of the
ABMG shall be signed by such officer or officers, agent or
agents of the ABMG and in such manner as shall from time to
time be determined by the Board of Directors. In the absence
of such determination, such instruments may be signed by the
Treasurer.
Section 8.5. Deposits. All funds of the ABMG
shall be deposited from time to time to the credit of the
ABMG in such banks, trust companies, or other depositories
as the Board of Directors may select.
Section 8.6. Gifts. The Board of Directors may
accept on behalf of the ABMG any contribution, gift, bequest
or devise for the general purposes or for any special
purpose of the ABMG.
ARTICLE 9
Books and Records
The ABMG shall keep correct and complete books and records
of account, as required by law, and shall also keep minutes
of the proceedings of its members, Board of Directors and
committees having any authority of the Board of Directors,
and shall keep at its registered office and principal office
a record giving the names and addresses of all voting
members.
ARTICLE 10
Certification and Accreditation
Section 10.1. Certification. (a) Certification as
a Diplomate of The American Board of Medical Genetics,
Incorporated, shall be available in several specialties
according to requirements established by the ABMG. These
specialties shall include, but shall not be limited to, the
following:
Clinical Genetics
Ph.D. Medical Genetics
Clinical Biochemical Genetics
Clinical Cytogenetics
Clinical Molecular Genetics
(b)
Subspecialty certification shall be available according to
requirements established by the ABMG. These subspecialties
shall include, but shall not be limited to, the following:
Molecular Genetic Pathology
Medical Biochemical Genetics
(c)
Certificates awarded in 1993 and thereafter shall be
time-limited certificates, permitting ten (10) years of
certification. Maintenance of Certification shall be
achieved according to requirements established by the ABMG.
Section 10.2. Accreditation. Accreditation by
The American Board of Medical Genetics, Incorporated, shall
be available to several types of facilities according to
requirements established by the ABMG. These facilities shall
include, but shall not be limited to, facilities offering
medical genetics training programs.
Section 10.3. Rules and Regulations. (a) The
Board of Directors shall publish the rules and regulations
on certification and accreditation.
(b) The rules and regulations regarding certification shall
include, but shall not be limited to, the requirements for
candidacy for certification, examination of candidates,
re-examination of candidates, issuance of certificates,
revocation of certificates, and recertification or
maintenance of certification.
(c) The rules and regulations regarding accreditation shall
include, but shall not be limited to, requirements
concerning physical facilities and personnel, number of
patients seen per year for clinical and/or laboratory
examinations, availability of teaching programs, revocation
of accreditation, and reaccreditation.
Section 10.4. Revocation and Redelivery. (a)
Certification and accreditation by the ABMG is granted in
accordance with and subject to the procedures and
regulations of the ABMG.
(b) The ABMG may revoke an individual's certification or a
facility's accreditation in the event that the individual or
facility shall not have been eligible in fact to receive
certification or accreditation, or if the individual or
facility falsified an application to the ABMG, or
intentionally misstated material facts or deliberately
failed to provide relevant information on the application or
to the ABMG at any time.
(c) Certificates issued by the ABMG are and remain the
property of the ABMG. They are subject to forfeiture and
redelivery to the ABMG upon revocation of certification or
accreditation.
(d) The ABMG may revoke an individual’s certification if the
individual is found to (1) have been convicted of, or
pleaded nolo contendere to, a felony; or (2) be deficient in
moral character or professional competence.
ARTICLE 11
Indemnification and Insurance
Each
person who at any time is or shall have been a director,
officer, employee, or agent of the ABMG or is or shall have
been serving at the request of the ABMG as a director,
officer, employee, or agent of another corporation or other
enterprise, shall be indemnified and may be advanced
reasonable expenses by the ABMG in accordance with and to
the full extent permitted by the Texas Non-Profit
Corporation Act, as in effect at the time of adoption of
these Bylaws or as amended from time to time, and by any
subsequent Texas not for profit corporation law. The
foregoing right of indemnification shall not be deemed
exclusive of any other rights to which a person seeking
indemnification may be entitled under any bylaw, resolution
of members or directors, agreement or otherwise, consistent
with Texas law. Further, the ABMG may purchase and maintain
insurance on behalf of any person to the full extent
permitted by the Texas Non-Profit Corporation Act, as in
effect at the time of the adoption of these Bylaws or as
amended from time to time, and by any subsequent Texas not
for profit corporation law.
ARTICLE 12
Dissolution
Upon the dissolution of the ABMG, the Board of Directors
shall pay, satisfy, and discharge, or make provision for the
payment, satisfaction, and discharge of, all of the
liabilities and obligations of the ABMG, and shall return,
transfer, or convey any assets held by the ABMG upon a
condition requiring return, transfer, or conveyance by
reason of the dissolution. Thereafter, the Board of
Directors shall transfer or convey the remaining assets of
the ABMG to such organization or organizations organized and
operated exclusively for charitable, scientific, or
educational purposes as shall at the time qualify as an
exempt organization or organizations under Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended (or the
corresponding provision of any future United States internal
revenue law), in such manner as the Board of Directors shall
determine pursuant to a plan of distribution adopted by it.
The dissolution shall proceed pursuant to the requirements
of the Texas Non-Profit Corporation Act, as in effect at the
time of adoption of these Bylaws or as amended from time to
time.
ARTICLE 13
Amendments
Section 13.1. Authority. These Bylaws may be
altered, amended or repealed and new bylaws may be adopted
provided that the resulting Bylaws are consistent with the
law and the Articles of Incorporation.
Section 13.2. Procedure. (a) An amendment to
these Bylaws may be proposed by (1) the Board of Directors,
or (2) a petition signed by at least ten (10) per cent of
the voting members.
(b) The affirmative vote of two-thirds (2/3) of the
currently seated directors present at a meeting of the Board
of Directors at which a quorum is present shall cause a
properly proposed amendment to be approved.
(c) Amendments to these Bylaws shall become effective
immediately upon approval, unless otherwise stated in the
amendment, and the members of the ABMG and the ABMS shall be
notified within ninety (90) days after such amendments
become effective.
Revised and approved by the diplomates October 21, 2004
Additional changes made on November 2, 2004
Revised and approved by the Board of Directors March 16,
2005
Revised and approved by the Board of Directors, March
22, 2006
Revised and approved by the Board of Directors, June 14,
2007
Revised and approved by the Board of Directors, February
14, 2008
|
