The proposed change is highlighted in red below, Article III, Section 2.
Adopted June 2017
BYLAWS OF THE
MISSOURI CHAPTER OF THE
AMERICAN ACADEMY OF PEDIATRICS (MOAAP)
ARTICLE I – NAME AND PURPOSE
Section 1: Name
The name of this organization shall be the Missouri Chapter of the American Academy of Pediatrics, hereafter referred to as the “Chapter” or “MOAAP.”
Section 2: Mission
To Promote the health of Missouri’s children through advocacy, education, and collaboration.
Section 3: Vision
That all children and youth of Missouri will achieve optimal physical and mental wellbeing.
ARTICLE II – MEMBERSHIP
Section 1: Eligibility for Membership
Membership shall be open to any individual who meets the requirements set forth in the following membership categories. Membership in the Chapter shall be granted following receipt of a complete membership application and payment of annual dues.
Section 2: Categories of Membership
There shall be six (6) categories of membership, as defined below:
- Fellows Membership: Fellows of this Chapter shall be members in good standing with the American Academy of Pediatrics or a physician who has obtained board certification in pediatrics, either currently or previously practicing and/or residing in Missouri, and who have paid current Chapter dues. Fellows are voting members of the chapter.
- Honorary Members: Honorary Membership may be extended to those physicians who have distinguished themselves in Pediatrics and/or who have retired from active practice and/or active membership in the Chapter. Honorary chapter members may attend meetings, but may not vote.
- Trainee Members: Trainee Membership may be extended to a resident or fellowship participant in the first six (6) years of an approved pediatrics specialty training. Trainee members are eligible to fill mentored leadership roles within the chapter and may become members of chapter committees. Trainee members may attend meetings, but may not vote.
- Candidate Fellows Membership: Candidate Fellowship Membership is available to applicants irrespective of board certification status, following the completion of the third year of residency. Candidate Fellows may attend meetings, but may not vote or hold Chapter offices.
- Medical Student Membership: Medical Student Membership is available to all medical students who have completed the AAP’s medical student application to meet their standards and who are being educated in Missouri. Medical students may attend all Chapter meetings but may not vote or hold Chapter offices.
- Affiliate Members: Affiliate Membership is reserved for those members who have a particular interest in the well-being of children’s healthcare issues, (i.e., pediatric dentists; dentists; nurse practitioners, physician assistants, family physicians, etc.) Affiliate members may attend all Chapter meetings, but may not vote or hold Chapter offices. Affiliate members must have the recommendation of two (2) Fellows and must pay chapter dues.
Section 3: Dues and Assessments
Dues shall be set by the Board of Directors and are payable in accordance with dues payment guidelines set forth by the Chapter.
A member shall become delinquent after failure to pay dues in accordance with the dues payment guidelines set forth by the American Academy of Pediatrics, unless their dues payment is waived for good cause by the Board of Directors.
Assessments may be levied upon the recommendation of the Board of Directors and with the approval of a majority of the members present at the Annual Meeting. Notice of a proposed assessment shall be included in the notice of the meeting.
Section 4: Term of Membership
Membership will become effective upon receipt of dues and membership application, if necessary, and will be for a period of twelve (12) months, subject to renewal.
Section 5: Rights of Members
Only individuals in the membership category of Fellows are eligible to vote in chapter elections.
Section 6: Resignation and Termination
Any member may resign by appropriately informing the Chapter. Resignation shall not relieve a member of unpaid dues or other charges previously accrued. The Board of Directors may terminate a membership with cause. A membership termination requires a two-thirds majority vote of the Board of Directors.
Section 7: Annual Meeting
An annual meeting of the Chapter shall occur at a place and time calculated to ensure attendance of as many members as possible. The President shall designate the specific date, time, and location of the meeting. Proper notice of the Annual Meeting shall be communicated to the membership not less than two weeks prior to the meeting. At the annual meeting, members shall receive reports on the activities of the Chapter and have an opportunity to provide direction to the Board for the coming year.
ARTICLE III – GOVERNANCE
Section 1: General Powers
The affairs of the Chapter shall be governed by the Board of Directors (“Board”), comprised of members who are in good standing. The Board is responsible for overall policy and direction of the Chapter.
Section 2: Size and Compensation
The Board shall have up to 16 members, but not fewer than 8 members. Each executive committee member, (President, President-Elect/Vice President, Secretary-Treasurer, and Immediate Past President) and each committee chair
, and each PROS and CATCH liaison is an ex-officio member of the board. The remainder of the board shall be elected at-large from eligible Chapter members. The Board receives no compensation other than reimbursement for reasonable expenses.
Section 3: Terms
All Board members shall serve two-year terms. Unless otherwise specified, Board members may hold a specific position on the Board for a maximum of four consecutive terms. Board members may apply to another position on the Board after reaching the maximum consecutive term limit for a specific position on the Board.
Section 4: Meetings and Notice
The Board shall meet at least twice per year. Each Board member must receive written notice at least three weeks in advance or an official Board meeting. Written notice may be delivered by mail or by electronic communication.
Section 5: Nomination and Election Procedures
Chapter members may apply for service on the Board through an application process established by the Board. The President shall convene a Nomination Committee to review applications. The Nomination Committee shall be responsible for nominating prospective Board members to the membership.
Section 6: Board Elections
New board members and current board members eligible for reelection shall be elected or re-elected by Chapter members eligible to vote during a biennial election. Board members shall be elected by a simple majority of Chapter members who cast a ballot in the election. Elections shall be conducted in a manner determined by the Board to be the most efficient and involve the most members.
Section 7: Quorum
A Board meeting must be attended (virtually or in person) by at least fifty percent of Board members in order for official business to be conducted .
Section 8: Officers and Duties
There shall be four officers of the board, consisting of a President, President-Elect/Vice president, Secretary-Treasurer, and immediate past president. The terms of office shall be two years, except in extreme circumstances in which the Board may approve longer terms as deemed appropriate. Officers must be Fellows of the Chapter and members of the American Academy of Pediatrics. Their duties are as follows:
- The President shall convene regularly scheduled executive board and board meetings; establish meeting agendas; communicate regularly with the Executive Director; represent the Chapter at official AAP events; provide a report to members at the Annual Meeting; and serve as the official representative of the Chapter to the public.
- The President-Elect/Vice President shall fulfill the duties of the President in the absence of the President and chair the Nominating Committee. The President-Elect/Vice President shall provide support to committee chairs and liaise between the chairs and executive committee.
- The Secretary-Treasurer shall assist with the management of the Chapter’s finances; assist in the preparation of the budget; and make financial information available to Board members and members. This officer shall also oversee keeping of records of Board actions.
- The Immediate Past President shall serve as an advisor to the current President and Board and assist with the management of the Chapter bylaws.
Section 8: Executive Director
The Board of Directors may hire or contract with an individual to serve as the Executive Director of the Chapter. The Executive Director has day-to-day responsibility for the Chapter, including carrying out the Chapter’s goals and Board policies. The Executive Director will attend all Board meetings, provide appropriate reports to the Board, and carry out duties described in their job description or contract. The Executive Director will report directly to the Executive Committee.
Section 9: Vacancies
When a vacancy on the Board occurs , the President may nominate a Chapter member in good standing to fill the remainder of the term, subject to confirmation by a simple majority (greater than 50%) vote of the remaining Board members. When a vacancy in the office of President or President-Elect/Vice President occurs, the next officer in line shall ascend to the higher office. If a vacancy in the office of Secretary-Treasurer occurs , the President may nominate a Chapter member in good standing to fill the remainder of the term, subject to confirmation by a majority vote of the remaining Board members.
Section 10: Resignation, Termination, and Absences
Resignation from the Board must be in writing and received by the Secretary-Treasurer. A Board member shall be terminated from the Board due to three unexcused absences from official Board meetings during their term. A Board member may be removed for other reasons by a three-fourths vote of the remaining Board members.
Section 11: Special Meetings Special meetings of the Board shall be called upon the request of the President, one-third of the board, or by written request signed by at least ten (10) members of the Chapter. The executive director shall ensure that notices of special meetings are sent to each board member at least three weeks in advance of the meeting.
ARTICLE IV – COMMITTEES
Section 1: Committee Formation
In addition to the Standing Committees described below, the Board may create other committees as needed by a majority vote of the Board.
Section 2: Committee Chair Election Process
The Nominating Committee makes recommendations to the Board for the chair of each committee. Unless the chair is specifically identified in the bylaws, chairs for each committee are elected by a majority vote of the Board. Each committee chair will serve two-year terms, up to a maximum of four consecutive terms. Committee chairs have reporting expectations and delineated roles as defined by the executive committee. Committee chairs serve at the discretion of the executive committee and may be excused from their position with a unanimous vote of the executive committee.
Section 3: Executive Committee
The four officers shall serve as the members of the Executive Committee. Except for the power to amend the Chapter bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board, and is subject to the direction and control of the full Board. Executive Committee members not fulfilling their duties may be removed by a unanimous vote of the board.
Section 4: Membership Committee
The Membership Committee is chaired by an ex-officio member of the Board, and is comprised of Board members and Chapter members. The Membership Committee is charged with providing opportunities and services to members that are in accordance with the purpose of the Chapter.
Section 5: Communications Committee
The Communications Committee is chaired by an ex-officio member of the Board, and is comprised of Board members and Chapter members. The Communications Committee is charged with engaging members regarding the Chapter’s activities and opportunities.
Section 6: Finance Committee
The Finance Committee is chaired by the Secretary-Treasurer, and is comprised of Board members and Chapter members. The Finance Committee is charged with providing oversight over financial activities of the Chapter.
Section 7: Legislative Committee
The Legislative Committee is chaired by an ex-officio member of the Board, and is comprised of Board members and Chapter members. The Legislative Committee is charged with advocacy efforts on behalf of the Chapter in accordance with the direction provided by the Board and, where appropriate, the American Academy of Pediatrics. The Legislative Committee shall also have a vice-chair to support the functions of the committee.
Section 8: Early Career Physicians Committee
The Early Career Physicians Committee is chaired by an ex-officio member of the Board, and is comprised of Board members and Chapter members. The Early Career Physicians Committee is charged with providing opportunities and services to members who match the AAP definition of Early Career Physician.
Section 9: Nominating Committee
The Nominating Committee is chaired by the President-Elect/Vice President, and is comprised of the Executive Committee and two Chapter members appointed by the President-Elect/Vice President. The Nominating Committee shall receive applications to the Board, review applications, and recommend candidates for all Board positions to the Board and membership.
ARTICLE V – AMENDMENTS
Section 1: Bylaws Review
The Board will review these bylaws every two years. Any Chapter member may propose changes to the Bylaws through a process as determined by the Board.
Section 2: Bylaw Amendments These bylaws may be amended by a majority vote of Chapter members who cast a ballot in a Chapter election, provided that a copy of the proposed amendment was submitted in advance to the Board for its consideration. The Executive Director shall send written notification of any proposed amendment, along with the recommendation of the Board of Directors, to the members at least three (3) weeks prior to the official election.