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BYLAWS
AUXILIARY OF THE AMERICAN ASSOCIATION OF PHYSICIAN SPECIALISTS, INC.

TABLE OF CONTENTS

ARTICLE ONE

• NAME

ARTICLE TWO

• AUXILIARY
• 2.01 Purpose
• 2.02 Meetings

ARTICLE THREE

• AUXILIARY MEMBERSHIP
• 3.01 Membership Statement
• 3.02 Good Standing Requirement
• 3.03 Candidate Members

ARTICLE FOUR

• BOARD OF DIRECTORS
• 4.01 Powers
• 4.02 Qualification of Board Members
• 4.03 Election and Term of Office
• 4.04 Place of Meetings
• 4.05 Regular Meetings
• 4.06 Quorum and Transaction of Business
• 4.07 Executive Committee

ARTICLE FIVE

• COMMITTEES
• 5.01 Standing Committees

ARTICLE SIX

• AMENDMENTS TO THE BYLAWS
• 6.01 Amendments

ARTICLE SEVEN

• REMOVAL/VACANCIES
• 7.01 Removal
• 7.02 Vacancies

ARTICLE EIGHT

• RULES OF ORDER
• 8.01 Rules of Order

AUXILIARY OF THE AMERICAN ASSOCIATION OF PHYSICIAN SPECIALISTS, INC.

ARTICLE ONE

NAME

The name of the organization shall be the “Auxiliary of the American Association of Physician Specialists, Inc,” hereinafter referred to as the Auxiliary.

ARTICLE TWO
AUXILIARY

• (a) Provide a coordinated structure for conducting the affairs of the Auxiliary.
• (b) Provide a forum for addressing issues confronting the Auxiliary.
• (c) Review and act upon educational policies.
• (d) Inform the public about the availability of the AAPS Auxiliary Scholarship.

• This Auxiliary shall meet at least once during each fiscal year. This annual meeting shall be held at the time of the annual meeting of the American Association of Physician Specialists, Inc.

ARTICLE THREE
AUXILIARY MEMBERSHIP

• Members of the Auxiliary of the American Association of Physician Specialists, Inc. shall be spouses, children, parents and surviving spouses or other person deemed by physician member of active members in good standing with the American Association of Physician Specialists, Inc. who have met all other requirements for membership as determined by the Board Committee. Executive Director spouse to be honorary.

• In order to participate in the activities of or hold any office in the Auxiliary a person shall be a member in good standing of the Auxiliary. As used in these bylaws, the phrase “member in good standing of the Auxiliary” shall mean members whose dues are current and not delinquent.

• Candidate members of the Auxiliary of the American Association of Physician Specialists, Inc. shall be spouses, children, parents or other person deemed by the physician candidate member in good standing of the American Association of Physician Specialists, Inc., who have met all other requirements for membership as determined by the Board of Directors.

ARTICLE FOUR
BOARD OF DIRECTORS

• The Directors shall act only as a board and an individual Director shall have no power as such. Except as otherwise provided by law or these bylaws, the Board of Directors shall have all the authority and powers in the management of the business and affairs of the Auxiliary. The Board of Directors shall report its activities to the Auxiliary at each regular or special meeting thereof.

• Any member in good standing of the Auxiliary shall be eligible to serve on the Board.

• The Board shall consist of the officers of the Auxiliary: President, President-Elect, Immediate Past President, Vice-President, and Secretary-Treasurer. These officers shall be elected BI-annually for a two-year term. These officers shall be elected for a one two-year term, from those who have remained in good standing for at least one year next preceding the election.

• All meetings of the Board of Directors shall be held at such time and place as may be designated from time to time by a majority of the Directors or as may be designated in the call of the meeting. Meetings may be conducted by conference call.

• Regular meetings of the Board of Directors shall be held at least annually, and may be held at such other times as the Directors may determine.

• The Board of Directors shall constitute a quorum for the transaction of business. For the purpose of determining whether a quorum exists at a meeting, the majority of the members of the Board of Directors in person shall constitute a quorum for the transaction of any business, which may come before the meeting.

• The Executive Committee of the Board of Directors shall be composed of the five (5) officers of the Auxiliary, namely, the President, President-Elect, Immediate Past President, Vice-President, and Secretary-Treasurer who, shall be elected semi-annually by the members of the Auxiliary from those who have remained members in good standing for at least one year next preceding the election. The President of the Auxiliary shall take the office during the annual meeting next succeeding her election to the office of President-Elect. Vacancies in the Executive Committee shall be filled at the next meeting of the Auxiliary following the occurrence of the vacancy. The Executive Committee may, however, appoint a member of the Auxiliary to serve in such capacity until the vacancy if filled.

• (a) The President shall preside at all meetings of the Auxiliary and of the Executive Committee. He/She shall execute all duties delegated to him/her by the Executive Committee.
• The President-Elect shall, at the expiration of the term of the President, automatically be the President of the Auxiliary. He/She shall, ex-officio, be a member of all the committees of the Auxiliary. He/She shall act as Program Chairman. He/She shall execute all duties delegated to him/her by the Executive Committee.
• The Vice-President shall preside at all meetings of the Auxiliary and the Executive Committee in the absence of or inability of the President to act as same. He/She shall execute all duties delegated to him/her by the Executive Committee.
• The Secretary-Treasurer shall record the minutes of all meetings of the Auxiliary and of the Executive Committee. He/She shall give notices in accordance with the bylaws and shall maintain a permanent record of the minutes and files to be held at the AAPS office in Atlanta. He/She shall coordinate and work closely with the AAPS office in approving payment of bills incurred.
• The Immediate Past President shall generally assist the President in the performance of his/her duties. He/She shall act as Nursing Scholarship chairperson.

ARTICLE FIVE
COMMITTEES

• The following shall be the standing committees of the Auxiliary: Nominations, Scholarship, and Finance Committee.

• (a) The Nominations Committee shall be comprised of former Presidents of the Auxiliary. The Immediate Past President shall be the Chairman. It shall present a minimum of one candidate for each office of President-Elect, Vice-President, and Secretary-Treasurer at the Annual Meeting. It shall execute all other duties that may be delegated to it by the President.
• The Scholarship Committee shall seek out, evaluate and present to the Auxiliary qualified candidates enrolled or accepted for enrollment in an accredited school of nursing. These candidates shall be presented before the Auxiliary at the Annual Meeting for selection of a recipient(s) of the AAPS Auxiliary Nursing Scholarship. The amount to be determined from time to time by the Auxiliary. The Committee shall execute all other duties that may be delegated to it by the President.
• The Finance Committee is chaired by the Secretary-Treasurer and shall be entrusted with the funds of the organization. This committee shall submit for approval all expenses incurred at meetings and functions. The Secretary-Treasurer shall coordinate and work closely with the AAPS office in approving payment of bills incurred.

ARTICLE SIX
AMENDMENTS TO THE BYLAWS

6.01 These bylaws may be modified, altered, or amended by members of the Auxiliary by a majority vote of all members present at any duly convened regular or special meeting, provided that the proposed amendments shall have been included in a call of the meeting at which such action is to be taken.

ARTICLE SEVEN
REMOVAL/VACANCIES

• Any member of the Board of Directors may be removed prior to the end of his or her term of office. Removal of an officer of the Auxiliary Association must be pursuant to paragraph 7.09 of these By Laws. A representative may be removed for failure to perform the duties of a director of the Auxiliary, for failure to attend a regular meeting of the Board of Directors without good cause, for actions not in the best interest of the Auxiliary, for other cause, or whenever the best interest of the Association requires, by vote of two-thirds of the members of the Board of Directors. In the coarse of removal of a representative by Board action, the removal shall be effective immediately, the Board of Directors shall give written notice of such action and the basis therefore to the electing Auxiliary within seven (7) days of the action, and shall notify the electing Auxiliary that it has the right to appoint a replacement representative to fill the expired term of the removed representative. In those cases where the board member shall protest removal from the Board of Directors, the removal shall be held in abeyance until the next General meeting of the Auxiliary. This removal shall be voted upon by the Members present at the next meeting and a simple majority shall suffice to uphold or deny this removal.

• In the event of the death, resignation or removal of the President, the President-Elect shall succeed him in the Presidency; such service shall not otherwise affect the right of the President –Elect to serve his term as President. In the event of simultaneous vacancies in the offices of President and President-Elect, the Vice-President shall serve as President until the next annual meeting of the Auxiliary, at which time a President and President-Elect shall be elected. In the event of the death, resignation or removal of the Immediate Past President, the Board of Directors shall fill the vacancy with another former president of the Auxiliary; in such event the position shall be known as Past President. A vacancy in any office not otherwise provided for in this Section shall be filled by action of the Board of Directors. The vacancies filled pursuant to the Section shall be for the balance of the term until their successors are elected at the next annual meeting. Vacancies in the position of an officer shall be filed as provided in paragraph 7.10 of these by-laws. Vacancies occurring in the position of an Auxiliary representative to the Board should be filled in the manner prescribed in the governing documents of the Academy. When the Academy has not taken such action within forty-five (45) days of the vacancy, the President of the Auxiliary may, in his or her discretion, appoint a member in good standing of the Auxiliary to fill the expired term of Board member and given notice of such appointment to the Auxiliary; provided, however, that neither the President nor the Academy shall be required to fill any vacancy, however occurring.

ARTICLE EIGHT
RULES OF ORDER

8.01 RULES OF ORDER.

• Except as modified by these By-Laws, Roberts Rules of Order, Newly Revised, shall, unless superseded, govern the operation and function of any deliberative body created herein.