By Bylaws Committee Chair Beulette Hooks, MD, and Vice Chair Donald Fordham
Proposed Bylaws amendments for the 2023 GAFP Congress of Delegates
Pursuant to Chapter 14 of the Bylaws, entitled Amendments to Bylaws, such proposals shall be submitted to the Executive Director/Executive Vice President at least one hundred (100) days prior to any regular or special meeting of the Congress of Delegates, and notice shall be given by the Executive Director/Executive Vice President to all Academy members at least thirty (30) days prior to said meeting. Publication of proposed amendments in the official publication of the Academy shall be sufficient to constitute notice thereof to the members.
The following are the amended sections of the Bylaws only. A complete copy of the current Bylaws is posted on the website at https://gafp.org/wp-content/uploads/2021/09/GAFP-Bylaws.pdf. Please review the following amendments and submit any changes or additions to The Bylaws Committee via email at amcarthur@gafp.org or fax to 404-321-7450.
CHAPTER 4
LIFE MEMBERS
Life members may vote, serve on committees and commissions, and address the membership but shall not hold office. Committee recommends deleting commissions (as we don’t have commissions).
INACTIVE MEMBERS
An Inactive member shall not vote or hold office in the Academy but may address the membership and serve on committees and commissions. Committee recommends deleting commissions.
SUPPORTING MEMBERS
A Supporting Member shall not vote or hold office in the Academy but may address the membership and serve on committees and commissions. Committee recommends deleting commissions.
CHAPTER 7
Congress of Delegates
SECTION 2: Each district, as determined by the Board of Directors, shall be entitled to elect delegates and alternate delegates to the Congress of Delegates, who shall be elected for terms of two (2) years, provided that at the first election, each district elects one delegate and one alternate delegate for two (2) years. Each district shall be entitled to no less than two delegates and two alternates. The total number of delegates in the Congress of Delegates shall be up to 70. Each district shall be allotted delegates and alternate delegates above their two delegates and two alternates as determined by the secretary Committee recommends this be changed to Vice Speaker on the basis of that district’s proportion of the total paid Academy membership. Only active members may be elected as delegates; however, in determining the number of delegates per district all classes of members except student and resident members are counted. Such determination shall be made by May 31st each year. The names of all delegates entitled to be seated in the Congress of Delegates shall be furnished to the Credentials Committee of the Congress of Delegates by the Secretary. Committee recommends this be changed to Vice Speaker.
SECTION 3: Membership in a district will be determined by the primary mailing address of said member, whether home or professional. Committee recommends changing primary to preferred to align with updated AAFP language.
GAFP Bylaws-Update 2023 Review and changes to the current Bylaws
The Bylaws Committee group reviewed the GAFP Bylaws and suggested several grammatical changes to the following sections of the Bylaws:
CHAPTER 8
Board of Directors
SECTION 9: Advisory Committee. Committee recommends updating to Past Presidents (as this group is the Advisory Committee)
All past presidents shall become an Advisory Committee to the Board of Directors and shall be considered ex-officio members of the Board with the privilege of the floor, but without the right to vote. Committee recommends removing the wording related to an Advisory Committee consisting of GAFP past presidents and leave that they are ex-officio members.
CHAPTER 9:
Election of Officers
SECTION 1: Definition. The officers of the Academy shall be a President, President-Elect, Vice-President, Secretary, Treasurer, Chairperson of the Board of Directors, and Speaker of the Congress of Delegates, GAFP Delegates and Alternate delegates to the AAFP. All officers shall serve until their successors are elected and installed. The powers, duties, terms of office, and method of election of the officers shall be set forth in the Bylaws. Committee recommends removing that GAFP Delegates and Alternate delegates to the AAFP – as they do not currently serve on the Executive Committee.
SECTION 4: Election of the above officers shall be by (Committee recommends adding “electronic” since that is current process) ballot prepared by the Executive Director/Executive Vice President. The nominee receiving the majority of votes shall be declared elected, provided that when the nominations have been closed with only a single candidate having been nominated, the presiding officer shall declare that candidate elected to office.
CHAPTER 10
Duties and Terms of Officers
SECTION 1: The President shall be a member of the Board of Directors and all standing committees. The President shall preside at all meetings of the Academy. The President shall be the spokesperson of the Academy. They shall have general supervision of the business of the Academy and shall see that all orders and resolutions of the Board of Directors are carried into effect; they shall execute bonds, mortgage, and other contracts requiring the seal of the Academy, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Academy. Committee recommends striking this – as the Executive Vice President has the authority to sign contracts, under supervision of the Executive Committee. Their term of office shall begin at the installation ceremony following the one at which their predecessor was installed. In the event of the death or resignation of the president during the term of their office or if they shall for any reason be unable or unqualified to serve, the Vice-President shall succeed to the office of the President for the unexpired portion of the President’s term. In the event of the death, resignation, or incapacity of both the President and the Vice-President, the Board of Directors shall elect a President for the unexpired portion of the term. The President-Elect shall succeed to the office of President at the conclusion of the annual meeting following the meeting at which their election occurred.
SECTION 2: The Vice-President shall be a member of the Board of Directors and shall preside at meetings of the Academy in the absence of the President. Their term of office shall begin at the installation ceremony during the annual meeting at which their election occurs and expires at the installation ceremony during the next annual meeting. The Vice-President shall also serve as a member with voting privileges on the bylaws committee and shall serve as the parliamentarian of the Board of Directors. In the event of the death, resignation, or incapacity of the Vice-President, the Board of Directors shall elect a Vice-President for the unexpired portion of their term. The committee recommends adding: The Vice President oversees the implementation of the Strategic Plan – as this is already current process.
SECTION 5: The Chair of the Board of Directors shall be the immediate past president and shall assume the office of Chairperson at the conclusion of the annual meeting following the conclusion of their presidency. The Chairperson of the Board of Directors shall preside over all meetings of the Board and the Executive Committee.
In the absence of the Speaker and Vice- Speaker, they shall preside over meetings of the Congress of Delegates.
In the event of the death or resignation of the Chair during their term of office or if they shall for any reason be unable or unqualified to serve, the Board of Directors shall elect a new Chair to serve the unexpired portion of the term. If the Chair is unable to attend a meeting of the Board or the Executive Committee, the President shall preside at that meeting. In their absence a temporary Chair shall be elected by the members present for that meeting.
The Chair of the Board of Directors shall be an ex-officio member of all standing committees, but without the right to vote. (Committee recommends adding clarifying voting language.)
SECTION 6: The Secretary shall be a member of the Board of Directors and shall be elected for a term of three (3) years. The Secretary shall cause to be kept an accurate record of the minutes of the Board of Directors, and shall serve as Secretary to this body. The duties of Secretary, by action of the Board of Directors, may be assigned to the Executive Director/Executive Vice President. The Secretary, assisted by the Executive Director/Executive Vice President, shall provide a summary of the activities of the Academy including elected officers, significant actions, activities, and events at the annual meeting for purposes of the GAFP archives. Committee recommends adding: The Secretary serves as the medical content editor for the GAFP’s newsletter as this is current process.
CHAPTER 11
Committees
SECTION 3: Official Publication.
The Board of Directors shall appoint the Board Secretary to serve as the medical content editor for GAFP publications. Committee recommends deleting as this has now been clarified in Chapter 10, Section 6, above where it is more appropriate.
CHAPTER 13
Miscellaneous
SECTION 2: Annual Financial Report.
The directors shall cause to be sent to the members, not later than six (6) months after the close of the fiscal year, a balance sheet as of the closing date of that fiscal year, together with statement of the income and profits and losses for such fiscal year. Such financial statement shall be certified by a public accountant. Committee recommends this edit: Financial records, once certified by a public accountant, can be reviewed by any member who makes a written request. Financial reports will be available through IRS website, and also an annual report to the Congress of Delegates as this is current process.
SECTION 4: Rules of Order.
Sturgis Standard Code of Parliamentary Procedure, current edition, except when the same is in conflict with the Constitution and Bylaws of this Academy, shall control all parliamentary proceedings of the meetings of the Congress of Delegates and the Board of Directors. Committee recommends changing to American Institute of Parliamentarians Code of Parliamentary Procedure, current edition because Sturgis is no longer in print and industry recommends this version instead.