BYLAWS OF THE COUNCIL OF EMERGENCY MEDICINE
Article I -- Name
This organization shall be known as The Council of Emergency Medicine Residency Directors (CORD).
The purposes of the Council of Emergency Medicine Residency Directors shall be scientific and educational and shall include the following:
A. To improve the quality of emergency medical care;
B. To establish and maintain high standards of excellence in emergency medicine training programs;
C. To enhance the quality of instruction in emergency medicine training programs;
D. To improve the communications between the faculty of emergency medicine training programs.
Section 1 -- Eligibility
A. All residency training programs in Emergency Medicine that are accredited by the Accreditation Council for Graduate Medical Education are eligible for full membership. A member program shall be defined as a graduate training program in Emergency Medicine holding current accreditation by the Residency Review Committee for Emergency Medicine.
B. All residency training programs in Emergency Medicine that are not accredited by the Accreditation Council for Graduate Medical Education are eligible for associate membership. An associate member program shall be defined as any existing graduate training program in emergency medicine without current accreditation by the Accreditation Council for Graduate Medical Education. Associate membership is also available for programs actively developing new residency training programs in Emergency Medicine.
C. Emergency Medicine Fellowship Programs qualify for associate membership if they accept Emergency Medicine residency graduates as fellows.
D. Emergency Medicine training programs accredited by the American Osteopathic Association are eligible for associate membership.
E. International Emergency Medicine residency training programs are eligible for associate membership.
F. Emergency Medicine Residency Coordinators shall establish an organizational structure and educational opportunities for residency coordinators. Residency coordinators from programs with current membership in the Council of Emergency Medicine Residency Directors are eligible to participate. The residency coordinators may elect an executive committee and establish guidelines for conducting activities. Guidelines must be in concordance with the constitution
and bylaws of the Council of Emergency Medicine Residency Directors and be approved by the coordinators and the CORD Board of Directors.
Section 2 -- Representation
A. All full member programs, with the exception of fellowship programs, shall have three representatives consisting of the residency director and two faculty designees. Additional faculty members may be appointed by the Residency Director for a fee as described in Article III, Section 3.
B. All associate members with the exception of fellowship programs, shall have a maximum of three representatives consisting of the residency director or person who is actively developing a program and two designees of the program.
C. Fellowship program associate members shall have a maximum of one representative, consisting of the fellowship director.
D. Each representative of full and associate member programs shall be eligible for participation in the organization's activities, including serving on committees and task forces. However, associate member representatives and residency coordinators shall not be eligible to serve on the Board of Directors or chair committees or task forces.
E. Former full member representatives to CORD who no longer have representative status may petition the Board of Directors for alumni membership. Such membership shall be limited to those who have made significant contributions to CORD. An alumni member will be approved by the Board of Directors for a term of two years and must reapply for continued membership. An alumni member may serve on, or chair, CORD committees or task forces. Alumni members are not eligible for election to the Board of Directors. Alumni members will not be counted as one of the three representatives of the program as described in Article III, Section 2A.
F. Former full member representatives to CORD who no longer have representative status, but have made significant contributions to CORD may petition the Board of Directors for emeritus membership. Emeritus membership shall allow for continued involvement within the organization as an honorary member. Emeritus membership status is for an indefinite period of time or for a period of time approved by the Board of Directors. Emeritus members will not be eligible for election to the Board of Directors.
Section 3 -- Dues
Each full member program who appoints more than 3 representatives shall pay an extra fee to be determined by the Board of Directors and assessed at the time annual dues are paid.
Section 1 -- Annual Meetings
An Annual Meeting of the membership shall be held at such time and place as fixed by the Board of Directors. The dates of this meeting shall be set by action of the Board of Directors at least ninety (90) days prior to the meeting.
Section 2 -- Other Meetings
Other meetings will be held at such a time and place as fixed by the Board of Directors. The dates of these meetings shall be set by action of the Board of Directors at least ninety (90) days prior to the meeting.
Section 3 -- Quorum
A simple majority of the member programs shall constitute a quorum. In the absence of a quorum a meeting may be conducted but no action requiring a vote (except for adjournment) may be undertaken.
Section 4 -- Voting
A. Each full member program shall have a maximum of one vote. All issues shall be decided by a majority vote of those of the members present at the meeting except changes to the bylaws which will require a two thirds majority vote of those full members present at the meeting.
B. Associate member programs and residency coordinators shall not have a vote.
C. Alumni and emeritus members shall not have a vote.
Section 5 -- Rules of Order
The Sturgis standard code of parliamentary procedure shall control all parliamentary procedure of the organization's meetings.
Section 1 -- Board of Directors
A. The business and affairs of the organization shall be managed by its Board of Directors (hereinafter the "Board").
B. The Board shall consist of eight members; four officers (President, President-Elect, Secretary/Treasurer, and the Immediate Past President), and four elected members at large. The Board shall have the authority to act on behalf of the organization, subject to ratification by the general membership. Only representatives from full voting member programs are eligible to serve on the Board of Directors.
C. Notice of any meeting of the Board shall state the time and place and purpose of the meeting. Such notice shall be given in writing not less than thirty (30) days prior to the meeting and delivered personally, by electronic or regular mail or by facsimile to each Board member at his address as shown by the records of the Board. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Board member may waive notice of any meeting. The attendance of a Board member at any meeting shall constitute a waiver of notice of such meeting, except where a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not validly called.
Section 2 -- Duties of Officers
A. The President shall have the powers and duties usually pertaining to such office. The President shall preside over the meetings of the Board of Directors and shall preside over the regular meetings of the organization. The President shall appoint all committee and task force chairs and, in conjunction with the chairs, appoint committee and task force members. The President shall develop goals and objectives for the committees and task forces, which will be reviewed annually. In the event of unexpected vacancies that occur on the Board of Directors, the President may appoint an eligible member of CORD to fill the vacancy until the next national meeting, at which time the membership shall elect a member to fill the remainder of that term.
B. In the absence or disability of the President, the President-Elect shall act in place of the President. The President-Elect shall also perform duties assigned to him by the President or the Board. In the event that the President is unable to fulfill his/her term of office, the President-Elect shall succeed to the Presidency for the unexpired term. The President-Elect would then fill the vacant position on the Board of Directors as described in Article V, Section IIA. The President-Elect shall succeed to the office of President at the expiration of the term of President-Elect.
C. The Secretary/Treasurer shall keep or cause to be kept, true and accurate accounts of all the financial transactions of the organization. The Secretary/Treasurer shall be the custodian of the funds and securities of the organization and of any securities that are the property of the organization; shall have the ability to make the decisions regarding the financial status of CORD; prepare or cause to be prepared an audit of the organization's books and shall present a report of such audit to the membership; and shall keep the minutes for all membership meetings. The Secretary/Treasurer shall assume the duties of the President in the absence or disability of both the President and President-Elect.
D. The Immediate Past President shall serve as an officer of the Board of Directors, assist the Nominating Committee in identifying candidates for the Board, assist the Nominating Committee in identifying candidates for special recognition by the organization, represent CORD at officer meetings with other organizations and shall otherwise assume whatever duties are assigned by the President.
Section 3 -- Duties of the Board Members-At-Large
The Board members-at-large shall represent the membership in conducting the organizations business and academic activities.
Section 4 -- Terms of Office
A. All elected officers shall be elected to a one year term of office.
B. Board Members-at-large shall be elected to two-year staggered terms with two members elected per year.
Section 5 -- Election of Officers and Members-at-Large
A. The annual election of officers, and members-at-large of the Board shall take place during the semiannual meeting that is held in conjunction with the Spring CORD meeting.
B. Nominations for officers and Board members-at-large shall be submitted to the Nominating Committee at least 30 days prior to the election. Ballots listing the candidate for each office shall be prepared by the Nominating Committee and distributed during the election. All nominees must be approved by a majority vote of the Board prior to elections.
C. Nominations from the floor shall also be entertained prior to the voting for officers and Board members-at-large.
D. Only former Residency Directors or current Residency Directors will be eligible for nomination to the office of President-elect and Secretary/Treasurer.
E. All representatives of full member programs shall be eligible for nomination for Member-at-Large. Associate member program representatives and Residency Coordinators are not eligible for nomination.
F. Voting shall be by secret ballot, with each member program having one vote.
G. Votes will be tallied and the results of the election announced immediately upon completion of the process.
H. To be elected as an officer or Board member-at-large an individual must receive a majority of the votes of those members present at the meeting.
Section 1 -- Standing Committees
The standing committees shall be the Nominating Committee, the Program Committee and the Bylaws Committee. All committees shall consist of a chair appointed by the President for a one-year term. The President, in consultation with each committee chair, shall appoint members from the organization to serve on committees for a one year term. Committee chairs and committee members may be re-appointed for subsequent one-year terms.
A. The Nominating Committee will recommend candidates for election to the Board. The recommended candidates must be approved by the Board and voted on by the membership. Active members of the Nominating Committee are not eligible for nomination as a candidate for election to the Board.
B. The Program Committee will be responsible for organizing the semi-annual meetings and will make recommendations regarding meeting content to the Board.
C. The Bylaws Committee will be responsible for reviewing the Bylaws and making recommendations for policies, procedures, and Bylaw amendments to the Board.
Section 2 -- Task Forces
Task forces shall be established by the President as the need arises. Task force chairs and members shall be appointed by the President to serve until the assigned task or project is completed. Task Forces may be dissolved at any time at the discretion of the President.
Section 3 -- CORD Representatives
The President shall make recommendations to the Board for approval of representatives to the AAMC Council of Academic Societies and to the AAMC Organization of Resident Representatives. The President may recommend to the Board for approval representatives or liaisons to other organizations or activities which CORD may have an association or interest.
Section 1 -- Office
The organization shall have and continuously maintain a registered office and a registered agent whose office is identical with such registered office.
Section 2 -- Contracts
The Board may authorize upon approval of the membership, any officer or officers, agent or agents of the organization to enter into any specific contract or execute and deliver any specific instrument in the name of and on behalf of the organization. Such authority may be general or confined to specific instances.
Section 3 -- Bonding of Secretary/Treasurer and Other Officers
At the direction of the Board, the Secretary/Treasurer, and/or any other officer or employee of the organization shall be bonded.
Section 4 -- Checks and Drafts
All checks, drafts or other orders of the payment of money, notes, or other evidences of indebtedness shall be issued in the name of the Council of Emergency Medicine Residency Directors.
Section 5 -- Deposits
All funds of the organization shall be deposited to the credit of the Council of Emergency Medicine Residency Directors in such banks, trust companies or other depositories as the Board may select.
Section 6 -- Gifts
The Board may accept, on behalf of the organization, any contribution, gift, bequest or device for general purposes or for any special purpose of the organization.
The Board shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board and of the general membership meetings. A record giving the names and addresses of the members shall also be kept at the registered office.
The Board shall provide a corporate seal which shall have inscribed thereon the name of the organization and the year of incorporation.
Whenever any notice whatever is required to be given under the provision of the "General Not For Profit Corporation Act of Michigan" or under the provision of the Articles of Incorporation or Bylaws of the Board, a waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.
These bylaws may be altered and amended at any time in accordance with Article IV Section 4 of these Bylaws at any properly noticed meeting held for that purpose. Proposed amendments shall be submitted to the membership in writing 30 days prior to the meeting.
The Board shall indemnify to the full extent permitted by law any person who by reason of the fact that he is or was a member or designated representative of the Board or is or was serving at the request of the Board as a representative of another corporation, partnership, joint venture, trust or other enterprise, was or is a party or is threatened, to be made a party to any threatened, pending or completed third party or derivative action, suit, or proceeding, whether civil, criminal, administrative or investigative against expenses (including attorneys fees), judgments, fines, and amounts paid in settlement and reasonably incurred by him in connection therewith or in defense thereof.
The Board shall have the power to purchase and maintain insurance on behalf of any person who is or was a representative of the Board or is or was serving at the request of the Board as a representative of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, without regard to whether he may be indemnified by the Board against such liability.
Upon dissolution of this organization for any reason, the total remaining net assets of the organization shall be conveyed by the Board to the Emergency Medicine Foundation, incorporated under the laws of the State of Michigan; or to an exclusively charitable corporation exempt from the payment of Federal income taxes under Section 501 (c) (3) of the Internal Revenue code of 1986. Upon dissolution, no assets shall accrue to any individual Board member past or present.
Amended May, 2007