Bylaws
GOVERNMENT SERVICES CHAPTER
of the AMERICAN COLLEGE OF EMERGENCY PHYSICIANS BYLAWS
ARTICLE I - NAME
This organization shall be a non-profit corporation organized under the laws of the State of Delaware. Having received a charter from the American College of Emergency Physicians (hereinafter “The College”), this organization shall be a Chapter of the College and shall be called the Government Services Chapter of the American College of Emergency Physicians (hereinafter referred to as “the Chapter” or “GSACEP”).
ARTICLE II - PURPOSE
The mission, purpose, and objectives of the Government Services Chapter shall be those set forth in the Bylaws of the College and in the Chapter’s Articles of Incorporation.
ARTICLE III - MEMBERSHIP
Section 1 – Qualifications
The qualifications for membership in the Chapter shall be consistent with those for membership in the College. Additional requirements for membership in the Chapter include: active practice as employees of a United States Federal Agency, hold a commission in any branch of the United States Armed Forces, are retired from military or federal service, or are ACEP member spouses of active duty military personnel.
Section 2 – College Authority
Membership applications, classification changes, resignations, suspensions, cancellations and expulsions shall be acted upon by the College.
Section 3 – Classes
Membership classes and rights in the Chapter shall be consistent with those designated in the College Bylaws. Candidate physician and student members, except as otherwise specified in these bylaws, may not serve on the Board of Directors, may not hold a Chapter office, and may not vote, except on committees upon which they serve.
Section 4 – Access to Records
Records of the Chapter shall be made available to a member, or the agent or attorney of a member within 30 days of a written request.
Section 5 – Cancellation/Limitation of Member Rights and Privileges
The College has the sole right to cancel membership in the College, for reasons described in the College Bylaws, including nonpayment of chapter dues and mandatory chapter assessments, and thereby all related chapter membership.
For proper cause other than nonpayment of dues or assessments, the Chapter may limit the rights and privileges of members at the Chapter level.
ARTICLE IV - DUES AND ASSESSMENTS
Section 1 – Dues
Dues for the Chapter membership shall be approved by the Chapter’s Board of Directors at the annual meeting of the chapter.
Section 2 – Assessments
Assessments may only be levied by a majority of legal votes cast by the members voting at the annual meeting and then only if the recommendation for such assessment has been communicated in writing to the membership at least 30 days before the meeting.
ARTICLE V - MEETINGS OF THE MEMBERS
Section 1 – Annual and Regular Meetings
There shall be an annual meeting of the Chapter membership, unless, due to emergency circumstances, the Board of Directors determines that such a meeting be cancelled or deferred. Membership meetings may be conducted by means of remote communication. Notice of such meeting shall be communicated in writing to each member not less than 10 nor more than 60 days before the time appointed for the meeting. Other regular meetings of the Chapter may be held with similar notice requirements.
Section 2 – Special Meetings
Special meetings of the Chapter may be held as determined by a majority vote of the Board of Directors. Notice of such meetings shall be communicated in writing to each member not less than 10 nor more than 30 days before the time appointed for the meeting. Such notice shall include the purpose for the meeting and the methods of voting to be used at the meeting.
Section 3 – Quorum
The members of the Chapter represented present at any duly called meeting of the Chapter shall constitute a quorum.
Section 4 – Notice
Notice of membership meetings shall be delivered via electronic delivery unless a member has requested an alternative method in writing. Meeting notices must identify all methods of voting that will be used at the meeting.
Section 5 – Remote Communication Technology
Meeting notices, any meeting of the membership and any actions taken physically in person therein may be conducted using remote communication technology in conjunction with any applicable jurisdictional law.
ARTICLE VI - BOARD OF DIRECTORS
Section 1 – Powers
The Board of Directors (hereinafter “Board”) shall have supervision, control and direction of the affairs of the Chapter, shall determine its policies or changes therein within the limits of the Articles of Incorporation or Bylaws, shall actively pursue its purposes and shall have discretion in the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and in the execution of the powers granted, appoint such agents, as it may consider necessary.
The act of a majority of directors who are present at a duly called meeting, at which a quorum exists, is the act of the Board, unless the Articles of Incorporation or these bylaws require the presence of a greater number of directors.
Section 2 – Board of Directors Composition
The Board of Directors shall be composed of the Officers, the Councillors, and a voting Resident Director. Any former or current College Board member or Council Officer shall be an ex officio, non-voting, GSACEP Board member. All directors have the right to vote as directors.
Section 3 – Terms of Office
Directors’ terms and term limits shall be governed by the office or position held. Terms shall begin and end at the conclusion of the annual meeting.
Section 4 – Appointment and Election
Officers of the Chapter are automatically directors of the Board by virtue of the offices they hold.
Councillor directors who are not officers are elected as described in Article VIII. The Resident Director is a candidate physician member.
Section 5 – Meetings
The Board shall meet no less than once each year. Notice of all regular meetings of the Board shall be communicated in writing to each member of the board and will also be electronically available to the Chapter membership, at least 10 days in advance of each meeting. A majority of the Board shall constitute a quorum at any meeting of the Board.
Special meetings of the Board may be called by the President or the Executive Committee on 48-hour notice with the same quorum requirements.
Board members are required to attend at least one Board Meeting per year, in person or via remote communication.
Section 6 – Remote Communication Technology
Meeting notices, any meeting of the Chapter Board, and any actions taken therein, may be conducted in person, by telephone conference call, or using remote communication technology in conjunction with any applicable jurisdictional law. Board members attending via remote communication technology shall be considered present in person.
Section 7 – Removal
Members of the Board who are directors by virtue of their offices held or Councillor positions, may be removed from the Board by a three-quarter vote of the members voting at any Chapter meeting. Removal must be initiated by a majority vote of the remaining members of the Board or a petition signed by no less than one-third of the numbers of members casting legal votes at the meeting at which the director was elected. Any vacancy created by a removal shall be filled for the reminder of the unexpired term by a majority vote of the members voting at the meeting at which the removal occurred. Nominations for any vacancy created by a removal shall be accepted from the floor.
Removal of the Resident Director must be initiated by a majority vote of the Board. Any vacancy created by a removal shall be filled for the reminder of the unexpired term by a majority vote of the members voting at the meeting at which the removal occurred. Nominations for any vacancy created by a removal shall be accepted from the floor.
Section 8 – Resignation
Any Director may resign at any time by giving written notice to the President or to the Board. Resignation takes effect immediately or at the time specified therein.
Section 9 – Vacancies
Vacancies which occur in Board positions filled by officers or Councillors for any reason other than a removal, shall be filled for the remainder of the unexpired term by a majority vote of the remaining members of the Board.
A vacancy in the Resident Director position for any reason other than a removal shall be filled for the remainder of the unexpired term by a majority vote of the remaining members of the Board.
Section 10 – Salaries
Directors shall not receive any stated salaries for their services.
ARTICLE VII - OFFICERS
Section 1 – Titles and Terms of Office
The elected Officers of the Chapter shall be the President, President-Elect, Immediate Past President, Secretary-Treasurer, who will be elected from among the members of the Chapter membership at the annual meeting for a term of one year, except for the offices of Secretary-Treasurer who shall be elected for a term of three years. Officers shall be eligible to serve a maximum of two consecutive terms, except for the Secretary-Treasurer who may serve unlimited consecutive terms. No member shall hold more than one office at any time, except the offices of Secretary-Treasurer, which may be combined into one office at the discretion of the Board. At the conclusion of the President’s term, the President-Elect shall automatically succeed the President, or in the event of a vacancy in the office of President shall complete that remaining term plus the succeeding term as President. All officers participating in the succession agree to serve the specified length of term and the number of consecutive terms up to and including the maximum number.
The terms of office shall begin at the conclusion of the annual meeting and expire at the conclusion of the next annual meeting or when his or her successor is duly elected and qualified.
Section 2 – Nomination and Election
A nominating committee shall present a list of nominees for available officer positions to the Board at least 60 days prior to the date of election. The President-Elect and Secretary-Treasurer shall be elected with the ballot made available to voting members online, with the ballot accessible to all voting members 60 days before the annual meeting, with said ballot closed no later than 30 days before the annual meeting. The candidate receiving the most votes shall be elected. In the case of a tie, a run-off election will occur by a ballot made accessible to all voting members with the election closed two days prior to the annual meeting.
Section 3 – Voting as a Director
Each Officer shall serve on the Board of Directors and has the right to vote as a director.
Section 4 – Duties
The duties of the President shall be as follows:
- The President shall be the Executive Officer of the Board of Directors.
- The President shall preside over all meetings of the Chapter membership and Board of Directors.
- The President shall be responsible for ensuring that all Chapter contracts with third parties contain a provision disclosing the fact that the Chapter is an entity separate and distinct from the College.
- The President shall be responsible for ensuring that the Chapter adheres to the policy governing the use of the mark of the American College of Emergency Physicians.
The duties of the President-Elect shall be as follows:
- The President-Elect shall, in the absence of the President, preside over all meetings of the Chapter membership and Board of Directors at all meetings and perform such other duties as may be assigned by the President or the Board of Directors.
The duties of the Secretary-Treasurer shall be as follows:
- The Secretary-Treasurer shall be responsible for recording minutes of meetings and keeping records of the Chapter activities.
- The Secretary-Treasurer shall be responsible for ensuring that the Chapter adheres to the policy governing the mark of the College.
- The Secretary-Treasurer is required to make sure all annual paperwork is submitted to national ACEP, the IRS and other government entities.
- The Secretary-Treasurer shall be responsible for monitoring all accounts and records of the Chapter finances.
- The Secretary-Treasurer shall perform such other duties as may be assigned by the President or the Board of Directors.
- The Secretary-Treasurer is required to present, or assign someone to present, a Treasurer’s report at all Chapter meetings.
The duties of the Immediate Past President shall be as follows:
- The Immediate Past President shall perform duties as assigned by the President or Board of Directors.
Section 5 – Removal
Any Officer may be removed from office by a three-quarter vote of the members voting at any Chapter meeting. Removal must be initiated by a majority vote of the Board of Directors, or a petition signed by no less than one-third of the numbers of members casting legal votes at the meeting at which the director was elected. Any vacancy created by a removal shall be filled for the reminder of the unexpired term by a majority vote of the members voting at the meeting at which the removal occurred. Nominations for any vacancy created by a removal shall be accepted from the floor.
Section 6 – Resignation
Any Officer may resign at any time by giving written notice to the President or the Board. Such resignation shall take effect immediately or at the time specified therein.
Section 7 – Vacancy
Any vacancy which occurs in a Chapter officer position (excluding the office of the President which is filled by the President-Elect) for reasons other than removal shall be filled for the remainder of the unexpired term by a majority vote of the Board. The Board may fill a vacancy in the office of the Immediate Past President at its discretion.
ARTICLE VIII - COUNCILLORS
Section 1 – Allocations
Councillor allocation shall be determined as specified in the College Bylaws. Councillors who are not officers shall be elected by the Chapter membership. A similar number of Alternate Councillors shall be appointed by the President. Election of Councillors and appointment of Alternate Councillors shall take place annually at such time as designated by the Board. All councillors must be members of the Chapter.
Section 2 – Terms
Councillors who are not officers shall serve a term of two years and may serve unlimited terms. At such time as the Chapter is eligible for an additional Councillor, the terms for the new Councillor shall be adjusted so that the terms of all Councillors are staggered.
If a previously allocated Councillor position is lost due to attrition in membership, the most recently elected Councillor will become an Alternate Councillor.
Section 3 – Automatic Appointment
The President shall automatically serve as a Councillor during their entire term as President and shall preside over the Chapter's delegation of Councillors at all meetings of the Council of the College. Subject to the size of the delegation of Councillors, the President Elect and Immediate Past President, and Secretary-Treasurer in that order of priority, shall also serve as Councillors during their terms of office. All other Councillors are elected by the membership.
Section 4 – Nomination and Election
A nominating committee shall present a list of nominees for open Councillor positions to the Board of Directors at least 60 days prior to the date of the election. Councillors shall be elected with the ballot made available to voting members online, with the ballot accessible to all voting members sixty (60) days before the annual meeting, with said ballot closed no later than thirty (30) days preceding the annual meeting. The Candidate(s) receiving the most votes shall be declared the winner(s). In the case of a tie, a run-off election will occur by a ballot made accessible to all voting members with the election closed two days prior to the annual meeting.
Section 5 – Removal
Councillors who are also officers may be removed by the process for removal of officers. A vacancy created by removal shall be filled by a majority vote of the members voting for the remainder of the unexpired term.
Section 6 – Resignations
Any Councillor or Alternate Councillor may resign at any time by giving written notice to the President or to the Board. Resignation takes effect immediately or at the time designated therein.
Section 7 – Vacancies
Vacancies occurring in Councillor positions not held by officers other than by removal shall be filled in a timely manner by the Board of Directors for the remainder of the unexpired term.
Section 8 – Special Rights
Each Councillor shall serve on the Board as a voting member of the Board.
Councillors shall not receive any stated salaries for their services, but, by resolution of the Board, may be reimbursed for expenses of attendance at the regular or special meetings of the Council of the College.
ARTICLE IX - COMMITTEES
Chapter Committee members shall be appointed by the President as he or she deems necessary.
The Board shall have an Executive Committee consisting of the President, President Elect, Immediate Past-President, Secretary, Treasurer, and Executive Director (as a non-voting member). The Executive Committee shall have the authority to act on behalf of the Board and the membership between Board meetings. The Board at its next meeting must ratify the action(s) of the Executive Committee; failure of ratification nullifies the action(s) taken by the Executive Committee.
Meetings of the Executive Committee, which may be conducted by conference call or by other remote communication, shall be held at the discretion of the President. A report of the actions of the Executive Committee shall be given to the Board of Directors in writing within two weeks of the adjournment of the meeting.
A Nominating Committee is appointed by the President and submits to the Board nominees for election to available officer and Councillor positions, 60 days prior to the date of election.
ARTICLE X - VOTING AND PARLIAMENTARY AUTHORITY
Section 1 – Voting
Voting in elections of the Board and other matters at the annual meeting shall be in person or electronic voting only as long as those methods are in compliance with state law. Proxy voting is not allowed. Write-in and absentee voting are not allowed. Voting in all matters at Board and Committee meetings is to be in-person only unless such meetings take place via conference call or other remote communication.
Section 2 – Voting Results
A majority vote of legal votes cast by members voting on any issue or question under consideration at any meeting will constitute an affirmative decision on the issue, unless otherwise stated herein.
Section 3 – Parliamentary Authority
When not in conflict with these Bylaws, the parliamentary procedures outlined in the most recent edition of the American Institute of Parliamentarians Standard Code of Parliamentary Procedure, shall govern all meetings and voting.
ARTICLE XI - INDEMNIFICATION
The Chapter will, by its Board, provide for indemnification by the Chapter of any and all of its directors or 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 relations to matters as to which such directors 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 predicated on the existence of such liability for negligence or misconduct.
ARTICLE XII - APPROVAL OF BYLAWS AND AMENDMENTS
Section 1 – College Approval
These Bylaws and amendments thereto shall not become effective until approved by the Board of Directors of the College or its designee.
Section 2 – Chapter Bylaws Amendments Adoption
After amended language is agreed upon by the ACEP Bylaws Committee and chapter, the amended language must be submitted to the Chapter members for formal adoption. The proposed amendments must be communicated in writing to the membership of the Chapter no fewer than 30 days prior to the meeting at which the vote for adoption will take place. An affirmative vote by a two-thirds supermajority of legal votes cast by members voting is required for adoption of the amendments.
Section 3 – Submission to College
Amendments to these Bylaws shall be submitted to the College, in a format and manner approved by the College, no later than 30 days following the adoption of such amendments. No amendment shall be of any force of effect until it has been submitted to and reviewed by the Board of Directors of the College or its designee, provided however, that such amendment shall be considered to be approved if the Board of Directors of the College or its designee fails to give written notice of its objection within 90 days following receipt.
Section 4 – Consistency with College Bylaws
These Bylaws must at all times be consistent with the Bylaws of the College and must conform to the College’s Chapter Bylaws Guidance Documents. Should the Bylaws of the College be changed in a manner as to render these Bylaws inconsistent therewith, then these Bylaws shall be amended within two years of written notification of amendment of the College Bylaws.
Section 5 – Date of Adoption by Chapter
The Chapter adopted the latest revision to these Bylaws on: December 1, 2024
Section 6 – Date of Approval by College
The College most recently approved these bylaws on: December 5, 2024
