MassAFP Constitution and Bylaws

Approved by MassAFP Board of Directors: March 19, 2015

CHAPTER 1 – NAME

The name of the organization shall be the Massachusetts Academy of Family Physicians (MassAFP).

CHAPTER II – AFFILIATION

The MassAFP is a constituent chapter of the American Academy of Family Physicians (AAFP) and possesses only those rights and powers conferred by the AAFP.  No rules, regulations, or policies adopted by the MassAFP shall be in conflict with the rules, regulations, or policies of the AAFP or the charter issued by the AAFP to the MassAFP.

CHAPTER III – MISSION AND GOALS
Section 1.   The mission of the MassAFP is to assist its members in providing compassionate, high quality healthcare to the people of Massachusetts.
The vision of the Massachusetts Academy of Family Physicians is to provide responsible advocacy, representation and leadership for our members and to promote the specialty of family medicine through public awareness and patient education.

Section 2.   The goals of the MassAFP are:

  1. To promote and maintain standards of excellence in the practice of Family Medicine.
  2. To provide responsible advocacy for, and education of, patients and the public in health related issues.
  3. To enhance and promote the image of the Family Physician and the specialty of Family Medicine to the public and the medical community.
  4. To preserve and actively promote, to the fullest extent, the right of Family Physicians to engage in medical, surgical, and obstetrical practices and procedures for which they are qualified by training, experience, or demonstrated competence.
  5. To provide advocacy, representation, and leadership for Family Physicians and the specialty of Family Medicine in Massachusetts.
  6. To develop, promote, and encourage participation in quality medical education programs for Family Physicians, residents, and students.
  7. To provide an organization of high standards to represent and serve the needs of its members.
  8. To encourage and assist students, residents, and Family Physicians in preparing, qualifying, and establishing themselves in Family Medicine.
  9. To advance medical science through clinical practice and research.

 

CHAPTER IV – MEMBERSHIP

Section 1.   The qualifications and conditions of membership and the classes of membership shall be the same as those provided in the Bylaws of the AAFP.  The manner of election, obligations, responsibilities, and privileges of the several classes of membership shall be those prescribed in the Bylaws of the AAFP.  Membership classes currently include:  Active members, Supporting members, International members, Resident members, Student members, Inactive members, Honorary members, and Life members.

Section 2.   Physicians with a current and unrestricted license to practice medicine in Massachusetts shall be eligible for active membership in this organization, provided that they also meet such other qualifications and conditions as are set forth for active members in the Bylaws of the AAFP and the MassAFP.  Active membership is defined as including AAFP and MassAFP.

Section 3.   Resident physicians who are in good standing in Massachusetts Family Medicine Residency Programs shall be eligible for resident membership in the MassAFP, provided that they meet such other qualifications and conditions as are set forth for resident members in the Bylaws of the AAFP and the MassAFP.

Section 4.   Medical students who are in good standing at medical schools in Massachusetts or as defined by policy shall be eligible for student membership in the MassAFP, provided that they meet such other qualifications and conditions as are set forth for student members in the Bylaws of the AAFP and the MassAFP.

Section 5.   Application for membership shall be made on a form prescribed by the AAFP and adopted by the MassAFP Board of Directors.  Election to membership shall be by a majority of the Board of Directors.

Section 6.   Acceptance of membership into this organization shall constitute an agreement by such member to comply with the Bylaws of this organization and of the AAFP.  A member accepting membership in the MassAFP shall recognize the MassAFP Board of Directors as the sole judge of that member’s right to continued membership, subject to the right of appeal to the AAFP, in a manner provided by the AAFP Bylaws.  The right of a member to any privilege, title, or property interest of the MassAFP shall cease in the event of termination of membership status by expulsion, resignation, or death.

CHAPTER V – DUES

Section 1.  Dues for the ensuing year for all categories of MassAFP membership shall be established by the Board of Directors.  Dues for AAFP and MassAFP, membership must be paid in full to the AAFP on election to membership and shall be the same as the AAFP policy.

Section 2.   Special assessments may be applied equally to all members of a membership class and to such membership classes as determined by affirmative action of two-thirds of the Board of Directors.

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.  The MassAFP policy on delinquent dues shall be the same as the AAFP policy.

Section 4.  All members of this organization whose dues and assessments are paid shall be members of the AAFP.

CHAPTER VI – MEETINGS

Section 1.   A meeting of this organization shall be held at least annually.  The time and place of the annual meeting shall be designated by the Board of Directors.  Notice of the annual meeting shall be given by the Executive Director to all members at least thirty (30) days prior to the date of the meeting by mail and facsimile, or electronic mail.

Section 2.   The annual meeting shall consider any business that shall be presented to the assembled members by the officers, Board of Directors, committees, or any member of the organization in good standing.

Section 3.   Special meetings may be called by the Board of Directors, by the President, or upon the written request of five (5) percent of the active members, at a place and time determined by the Board of Directors.  Notice of special meetings shall be given to all members by mail or electronic mail by the Executive Director not less than twenty-one (21) days prior to the date of the meeting and shall stipulate the purpose for which the meeting has been called.  No business other than that stated in the notice of the meeting shall be considered at a special meeting.

Section 4.   Any member in good standing may have the privilege of the floor during the annual meeting or a special meeting, after being properly recognized by the presiding officer.  Only active and resident members in good standing, and members of the Board of Directors, including Resident and Student Directors, who are present and registered at the meeting may vote on matters before the Assembly.  Active or Resident members in good standing, or any regional chapter, may present resolutions for consideration at the annual meeting by submitting three (3) copies of the proposed resolution(s) to the Executive Director not less than thirty (30) days prior to the annual meeting.  Any resolution not presented in this manner shall require the consent of two-thirds of the voting members present and registered in order to be considered.

Section 5.   The voting members present and registered at the annual meeting or at a special meeting shall constitute a quorum.

CHAPTER VII – OFFICERS AND BOARD OF DIRECTORS

Section 1.   The officers of this organization shall be a President, a President-Elect, a Chairperson of the Board, a Treasurer, and a Vice-President.  All officers must be Family Physicians and active members in good standing of the Academy.

Section 2.   Subject to the action of the members in meeting assembled by referendum, the control and administration of this organization shall be vested in a Board of Directors consisting of not more than twenty-one (21) members in good standing and composed of the following:  the officers (President, President-Elect, Chairperson, Treasurer, and Vice-President), nine directors-at-large, the Resident Director, the Student Director, and two delegates and two alternate delegates to the AAFP. An alternate Resident and Student Director will be appointed in the same manner as provided for the Resident Director and the Student Director; these alternate directors will receive notice of and may participate in all meetings of the Board of Directors, but may vote only in the absence of the applicable Resident or Student Director.

Section 3.   The Executive Director of MassAFP shall participate in all meetings of the Board of Directors without vote. The Board may vote to meet in executive session without the MassAFP Executive Director.

Section 4.   The Board of Directors shall meet at least once annually and at such other times and places as the Chairperson may determine. Special meetings of the Board of Directors may be requested by four (4) members of the Board, by the Chairperson, or by the President. The Board of Directors may meet by phone and/or web conference as the Chairperson may determine.

Section 5.  A majority of the voting members of the Board shall constitute a quorum.  Unless otherwise provided in these Bylaws, in the articles of incorporation, or by law, all matters shall be decided by a majority vote of the directors present and voting.

Section 6.   There shall be an Executive Committee of the Board of Directors comprised of the following members:  The Chairperson, the President, the President-Elect, the Vice-President and the Treasurer. The President shall serve as the chair of the Executive Committee. The Executive Committee shall have full authority to act for and on behalf of the Board of Directors between meetings of the Board when it is impractical to convene the Board. The MassAFP Executive Director shall participate in meetings of the Executive Committee. The Chair of the Executive Committee may call an executive meeting without the MassAFP Executive Director.

CHAPTER VIII – EXECUTIVE DIRECTOR

Section 1.  The Board of Directors shall appoint an Executive Director who may, but need not be, a member of the MassAFP for a term and stipend to be determined by the Board.  The Executive Director does not vote at Board meetings and may only vote at meetings of the organization if s/he is an active member of the MassAFP in good standing. The Executive Director shall perform administrative duties, duties of the Treasurer as are assigned by the Board of Directors, and such other duties as the Board may prescribe. The Executive Director shall be bonded in an amount determined by the Board of Directors, the premium for which shall be paid by the organization. The Executive Director shall give notice of and keep a record of the proceedings of all meetings, enroll and maintain the records of the members, serve as custodian of all of the official documents of the organization, and prepare the ballots for the elections. The Board of Directors will appoint a committee of the membership to evaluate the performance of the Executive Director annually or as deemed necessary by the Board of Directors. The appointed committee will report its findings to the Board of Directors.

CHAPTER IX – ELECTION OF OFFICERS AND DIRECTORS

Section 1.   Each year at the annual meeting, the voting members present and registered shall elect a President-Elect, a Vice-President, a Treasurer, and one member for each vacancy occurring on the Board of Directors. All nominations shall be made from the floor in accordance with procedures noted below.

Section 2.   At least six months prior to the annual meeting, the President of the MassAFP shall appoint a Nominating Committee to assist the organization in the election of the most qualified officers and board members from the eligible active membership. The nominating committee shall be chaired by the President and shall consist of the most recent past president, two (2) members of the standing Board of Directors who shall not be in contention for election to office or re-election to the Board, and three (3) at large active MassAFP members in good standing including one (1) new physician (less than 7 years in practice).

Six months prior to the annual meeting, the Executive Director will issue a call for nominations for officers and directors of the Board via mail or email and on the MassAFP website.  Nominations for officers and for at-large directors may be made only by active members in good standing. Nominations for the positions of Resident Director may be made by active and resident members in good standing. Nominations for the positions of Student Director may be made by active and student members in good standing. The nominating committee will review all nominees’ Curricula Vitae and other data that they deem necessary in making their recommendations. The nominating committee need not be limited to one candidate per Office/Board seat if more than one member is deemed equally qualified.

The report of the nominating committee will be presented to the Board at its meeting prior to the first meeting held before the annual meeting. The Board has only two courses of action: 1) Approval, or 2) Disapproval.

  1. If the Board approves the nominating committee report, it shall be published and presented to the membership prior to the annual meeting.
  2. If the Board disapproves of any part of the nominating committee report, the report shall be referred back to the nominating committee. The nominating committee has the option of amending its report or letting it stand. The final report shall be published and presented to the membership prior to the annual meeting.

 

The final nominating committee report will be submitted from the floor of the annual meeting and nominations will be opened one final time for eligible members to be nominated for Office, Board of Directors, or Delegation positions.

Section 3. The election of the President-Elect, Vice-President, Treasurer, Directors at Large and the delegations to the AAFP Congress of Delegates shall be by a majority vote of the voting members present and registered at the annual meeting.

Candidates for the Resident and Student Directors and Alternate Directors shall be elected by vote at the annual meeting. The election shall be conducted in the same manner as the election of regular directors, as previously described.

Section 4.  At the first meeting of the Board of Directors immediately subsequent to the annual meeting, the retiring President shall assume the position of Chairperson of the Board of Directors and shall remain as a voting director.

CHAPTER X – DUTIES AND TERMS OF OFFICERS

Section 1.  The President shall be a voting ex officio member of the Board of Directors and all committees and shall preside at all meetings of the organization. In the event of death, resignation, or incapacity, the President-Elect shall succeed to the office of President for the unexpired portion of the President’s term. In the event of death, resignation, or incapacity of both the President and the President-Elect, the Board of Directors shall elect a President for the unexpired portion of the term.

Section 2.  The Vice-President shall be voting ex officio members of the Board of Directors. In the event of death, resignation, or incapacity, the Board of Directors shall elect a Vice-President for the unexpired portion of the term.

Section 3.   The Chairperson of the Board of Directors shall preside over all meetings of the Board and shall be a voting ex officio member of all committees. In the absence of the Chairperson, a temporary presiding officer shall be elected by the Board members to be present for that meeting of the Board.  In the absence of both the President and the President-Elect, the Chairperson shall preside at meetings of the organization.

Section 4.   The President-Elect shall be a voting ex officio member of the Board of Directors and shall preside at meetings of the organization in the absence of the President.  The President-Elect shall become President upon completion of the term as President-Elect or as indicated in Section 1, above.

Section 5.   The Treasurer shall be a voting ex officio member of the Board of Directors.  The Treasurer shall be custodian of all of the funds of the organization and shall furnish a bond in an amount determined by the Board, the premium for which shall be paid by the organization.  The Treasurer shall submit to the annual meeting a financial report certified by a public auditor and shall be prepared to advise the Board of Directors or its Executive committee at all times on the financial status of the organization.

Section 6.   Unless otherwise specified, the term of office for all officers shall begin at the conclusion of the annual meeting at which they were elected and expire at the conclusion of the next annual meeting, or when a successor is elected in the event of death, resignation, or incapacity. 

Section 7.   The term of office for the Directors, except for the Resident and Student Directors, shall be for three (3) years and shall commence at the conclusion of the annual meeting at which they were elected and expire at the conclusion of the third succeeding annual meeting, or when their successors are elected.  Directors may serve two (2) consecutive three-year terms on the Board.  Directors elected to fill a vacancy on the Board of two years or less shall be eligible for election to two additional consecutive three-year terms.  Resident and Student Directors shall serve a term of one year each, but shall be eligible for re-election.

Section 8.   Two (2) delegates and two (2) alternate delegates may be elected for up to three (3) consecutive two (2)- year terms and shall represent the MassAFP at the annual meeting of the Congress of Delegates of the AAFP.  Delegates and alternate delegates shall serve as voting ex officio members of the Board.  The AAFP delegate and alternate delegate shall be two-year staggered terms. In the event of death, resignation, or incapacity of a delegate or alternate delegate, the Board shall, by majority vote, elect a successor to complete the unexpired term.

CHAPTER XI – APPOINTMENT AND DUTIES OF COMMITTEES

Section 1.   The Board shall appoint such committees and workgroups, either permanent or ad hoc, as it deems necessary to properly conduct the affairs of the MassAFP. Commissions and committees shall consist of such members as are nominated by the President and approved by majority vote of the Board of Directors. The Board of Directors, at its meeting immediately preceding the annual meeting, shall adopt and announce appointments to commissions and committees. Interim appointments to commissions and committees may be made upon nomination by the President and approval by majority vote of the Board of Directors.

Section 2.   The description and duties of commissions and committees shall be delineated in the MassAFP Policy Manual.

CHAPTER XII – ETHICS

Section 1.   The Principles of Medical Ethics of the American Academy of Family Physicians (AAFP), as they now or hereafter may provide, shall be the principles of ethics of the Massachusetts Academy of Family Physicians and are part of these Bylaws.

Section 2.  If any member is believed in good faith to have violated the Principles of Medical Ethics or the Bylaws of the organization or of the AAFP, or to be otherwise guilty of conduct justifying censure, suspension, expulsion from the organization, or removal from office, then any voting member may prefer charges against that member in the form and manner hereinafter specified. All those against whom charges have been filed pursuant to this chapter shall have the right to be represented by counsel at the initial hearing and upon appeal to the AAFP.

Such charges must be in writing and signed by the accuser(s) and must state the acts or conduct complained of with reasonable specificity.

Such charges must be filed with the Executive Director, who must then present said charges to the Board at its first meeting after the filing of the charges. The Board shall then or at any adjournment of said meeting, but not more than thirty (30) days after said meeting, consider the charges and shall either dismiss them or proceed as hereinafter set forth.

If the Board fails to dismiss said charges, it shall within fifteen (15) days after meeting on the charges cause a copy of the charges to be served upon the accused by certified United States mail addressed to the last known address of the accused. At the same meeting the Board shall also fix a time and place for hearing said charges and shall notify the accused of the time and place at the same time and in the same manner as provided for the serving of the charges.  The time set for said hearings shall be not less than fifteen (15) days nor more than six (6) months after the serving of the charges.

The accused may, but is not required to, answer in writing. Failure to answer shall not be an admission of the truth of the charges or a waiver of the accused’s right in a hearing.

At the hearing, the accuser and the accused shall have every opportunity to be heard, including oral arguments and the filing and consideration of written briefs. After hearing the evidence, the Board shall conclude the hearing and shall render a decision within thirty (30) days after the hearing. The affirmative vote of a majority of the members of the Board present and voting shall constitute the verdict of the Board. By such vote, the Board may exonerate, censure, suspend, or expel the accused member. The decision of the Board shall be expressed in a resolution which shall contain no opinion and which shall be signed only by the Chairperson of the Board and the Executive Director. Only members of the Board present for the entire time of the hearing shall be entitled to vote.

Censure shall mean a reprimand by the Chairperson of the Board of Directors administered to the accused in the presence of the Board.  No member shall be suspended for more than one (1) year.  At the expiration of the period of suspension, the member shall be reinstated to membership upon application and upon payment of dues accrued during the period of suspension.

Any member who has been censured, suspended, or expelled may appeal such action to the AAFP pursuant to its Bylaws.

CHAPTER XIII – MISCELLANEOUS

Section 1.   The minutes of the proceedings of the Board of Directors, the membership books, and books of account shall be open to inspection upon the written demand of any member at any reasonable time and for any purpose reasonably related to the member’s interest as a member.  These records shall also be produced at any time when requested by the demand of ten (10) percent of the members at any regular or special meeting of the members.  Such inspection may be made by an agent or attorney, accompanied by the Executive Director, and shall include the right to make extracts of the records.  Demand of inspection, other than at a meeting of the members, shall be in writing and directed to the President, or Executive Director.

Section 2.   The fiscal year of this organization shall begin on the first day of January and shall end on the final day of December of each calendar year.

Section 3.   Unless otherwise specified, all meetings of this organization and of the Board of Directors shall be governed by the parliamentary rules and usages contained in the most current edition of  “Modern Rules of Order.”

CHAPTER XIV – AMENDMENTS

The Board of Directors, any officer, or any five (5) or more active members may propose amendments to these Bylaws by submitting such proposals in writing to the Executive Director at least sixty (60) days prior to any regular or special meeting.  Notice of such proposed amendments shall be given by the Executive Director to all members at least thirty (30) days prior to the meeting at which the amendment is to be considered. A two-thirds vote of the voting members present and registered shall constitute adoption. The adopted Bylaws shall take effect immediately or as approved by the AAFP Board of Directors.