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Proposed Bylaws Amendment by Substitution

Proposed Bylaws Amendment by Substitution

Larisa M. Traill, MD, FACEP
Past President, Michigan College of Emergency Physicians
Chair, ACEP Bylaws Committee

Michigan Bylaws Revisions Doc 2021

The COVID-19 pandemic brought about a sudden and unforeseen need for ACEP Chapters to meet and conduct business virtually, which in turn prompted many Chapters to look to their bylaws for guidance.  Unfortunately, many Chapters’ bylaws either prohibited or were ambiguous on the matter of virtual meetings and elections, and MCEP was no exception. The ACEP Bylaws Committee has been working diligently with Chapters to draft suitable language.  Furthermore, the Model Chapter Bylaws (MCB), one of ACEP’s “Chapter Bylaws Guidance Documents”, was revised and approved by the ACEP BOD in October 2019.  It is recommended that ACEP Chapters follow the MCB as closely as possible and therefore adopt any revisions thereto.  As such, the proposed amendments to the MCEP bylaws not only incorporate the changes necessary to codify meetings by remote communication technology, but also bring the MCEP bylaws into compliance with the recently revised MCB.

The proposed amendments, noted in the accompanying bylaws document with deletions in strikethrough text and additions in underline text per ACEP Council convention, are also briefly explained below:

  • Article III, Section 3: Proposed language clarifying that candidate members (i.e., residents and medical students), may not serve on the Board of Directors (BOD), except where otherwise specified in the bylaws (i.e., the EMRAM representative to the BOD).
  • Article III, Section 5: New required language added to the MCB.
  • Article IV Section 3: Language which has been deleted from the MCB and has been replaced by the new language in Article III, Section 5.
  • Article V, Section 1: Proposed language addressing membership meeting participation via remote communication technology (RCT).
  • Article V, Section 2: Improved phrasing more consistent with the MCB.
  • Article V, Section 3: Proposed language clarifying quorum requirements when meeting participation occurs via RCT.
  • Article V, Section 4: Proposed language clarifying an exception to candidate member voting rights (i.e., the EMRAM representative to the BOD).
  • Article V, Section 5: New required MCB language clarifying that the parliamentary authority applies not only to membership meetings, but to all meetings and voting.
  • Article VI, Section 1: New required MCB language clarifying actions of the majority of the BOD when quorum is present is the act of the BOD.
  • Article VI, Section 2: Clarifies the voting rights of the EMRAM representative on the BOD.
  • Article VI, Section 5: Proposed language addressing BOD meeting participation via RCT.
  • Recommended language update (in keeping with the MCB) regarding notice communication in writing, which includes postal mail, email, website posting, etc.  Additional required MCB language regarding the method of calling special meetings of the BOD.
  • Article VI, Section 8: Recommended deletion in light of voting via RCT. It would suffice to simply state “the ballot”.
  • Article VII, Section 7e: MCEP Presidents have often appointed someone other than the Treasurer to chair the Finance Committee.  Therefore, it is proposed that this stipulation be deleted as it imposes an unnecessary limitation in committee chair appointments.
  • Article X: Proposed deletion in light of voting via RCT.
  • Article XII, Section 2: Unnecessary to state “regular” members; suffices to state simply “members present and voting”.   Recommended deletion of language citing amendments to be submitted to the Executive Director 60 days prior to the meeting at which they will be considered as this adds an unnecessary delay; such language may have been required when communication was conducted by postal mail rather than electronic exchange.
  • Article XII, Section 3: Italicized directional College policy language inadvertently imported from the MCB and not intended for inclusion in a Chapter’s bylaws.
  • Article XII, Section 5: Required MCB language confirming date of Chapter approval.
  • Article XII, Section 6: Required MCB language confirming date of College approval.
  • Article XIII: Proposed clarification as the Executive Director is hired, not appointed. Deletion of the unnecessary and ambiguous phrase “from time to time”.
  • Article XIV: Required clarification as only the College (ACEP) has the authority to censure or expel, not the Chapter.

Due to the number of amendments, an amendment by substitution is proposed.  Approval will take place at the Annual Membership Meeting on Monday, July 19, 2021.  Any inquires may be directed to me: larisa.traill@gmail.com.  I look forward to seeing you all again in person.