BY-LAWS OF AMERICAN ASSOCIATION OF PHYSICISTS IN MEDICINE

(Adopted at Annual Business Meeting, Chicago, Illinois, December 2, 1965)


ARTICLE I. BOARD OF DIRECTORS

Section 1. Duties (amended December 4, 2002, October 20, 2005, November 1, 2006 and October 22, 2014)

The Board of Directors (the "Board") shall be responsible for the affairs of the Corporation.

The Board shall direct the use and care of all funds and properties of the Corporation. It shall prepare an operating budget for each fiscal year.

The Board shall appoint an Audit Committee to monitor the integrity of the Association’s financial reporting process, the appropriateness of the Association’s accounting policies and internal controls, and the independence and performance of the Association’s independent auditors, and report its findings to the Board. The Audit Committee shall select an independent audit firm to perform an annual audit of the Association's books and records and to prepare a report of the audit and associated recommendations for the Board.

The Board is responsible for promulgating the Rules as provided for in these By-Laws.

The Board may appoint an Executive Director with appropriate compensation to assist in handling the affairs of the Corporation.

The Board shall be responsible for the appointment of an Editor of Medical Physics.

The Board shall dissolve by two-thirds vote any Regional Chapter that which fails to meet the requirements for Regional Chapters as stated in the By-Laws and the Rules.

The Board, at its discretion, may collaborate with other organizations in sponsoring meetings.

The Board shall be responsible for formulating, promulgating, implementing and maintaining a conflict of interest policy, which shall be specified in the Rules.

The Board shall have other duties pursuant to these By-Laws and in accordance with the Rules.

Section 2. Composition (amended October 20, 2005)
The Board shall consist of one representative from each Regional Chapter of the Corporation, who will be called Representative Board Members, twelve representatives who will be elected by all Members and Emeritus Members of the Corporation, who will be called Board Members-at-Large, the elected officers of the Corporation and the Chairman of the Board. The Council Chairs, the representatives to the American Institute of Physics and the Executive Director shall be non-voting ex officio members of the Board.

Section 3. Nomination, Election, and Vacancies (amended December 4, 2002 and October 29, 2009)
Representative Board Members shall be elected by Regional Chapters at such a time that the results can be reported to the Secretary before the Annual Business Meeting and in a manner specified by their own rules of procedure.

The Nominating Committee shall make at least eight nominations for the four annual vacancies for Members-at-Large. All nominees must be Members in good standing and give their written consent to the nomination. A list of those nominated by the Nominating Committee shall be provided to each Member and Emeritus Member at least twelve weeks before the Annual Business Meeting. Further nominations for Board Members-at-Large may be made by at least two Members after written consent has been obtained from the nominee. The Secretary must receive such nominations, together with the written consent and biographical information, at least ten weeks before the Annual Business Meeting.

The Secretary shall prepare and provide a Ballot to each Member and Emeritus Member together with biographical information on all nominees not less than six weeks before the Annual Business Meeting. The closing date for receipt of the completed ballots by the Secretary shall be three weeks before the Annual Business Meeting. The Secretary shall inform all candidates of the results of the election at least two weeks before the Annual Business Meeting.

The Secretary shall be responsible for the integrity of the election process. In the event of a tie vote for any office, the Board of Directors will vote by secret ballot at their next regularly scheduled meeting. The votes of all Board members attending shall be counted at once and the results announced. In the event of a tie vote by the Board, the tie shall be resolved by the Executive Committee in a closed session; if the vote of the Executive Committee is a tie, the election shall be decided by the flip of a coin by the Executive Committee.

Section 4. Terms of the Office (amended October 5, 2011)
Representative Board Members and Board Members-at-Large shall be elected for a three-year term, and after serving that term, shall not be eligible for election as a Board Member-at-Large or Representative Board Member for a period of one year. Officers, upon completion of their term of office shall not be eligible for election as a Board Member-at-Large or a Representative Board Member for a period of one year. One-third of the Board Members-at-Large shall be elected each year.

A Board Member's term of office shall begin on January 1 of the year following the Annual Business Meeting at which the election results are announced, and shall continue until his successor takes office. Should a Board Member-at-Large be unable to complete his term of office for any reason, the vacancy shall be filled for the remainder of the term by the unelected candidate in the immediately previous election for Board Member-at-Large who received the largest number of votes. The Secretary shall determine the appropriate individual and shall notify the President, the Board of Directors and the individual. Should a Representative Board Member be unable to complete his term of office for any reason, the vacancy shall be filled by the appropriate chapter through a mechanism defined by its By-Laws.

Section 5. Board Meetings
Meetings of the Board will be at least annually in accordance with the Rules. A majority of all the Board Members who are entitled to vote shall constitute a quorum.

ARTICLE II. OFFICERS (amended November 1, 2006)

Section 1. Elected Officers
The elected officers shall be a President, a President-Elect, a Secretary, and a Treasurer. These officers shall be elected as provided in these By-Laws.

Section 2. Nomination and Election
The Nominating Committee, with concurrence of the Board, shall make nominations for President-Elect, Secretary, and Treasurer. Nominees must be current or previous Board members in good standing and they must give their consent. There shall be at least two nominees for President-Elect. Biographical information for all nominees will be attached to the ballot. The balloting procedure shall be as for Board Members-at-Large.

Section 3. Duties of the President
The president shall preside at all general meetings of the Corporation. The President shall preside at any meeting of the Board from which the Chairman of the Board and the President-Elect are absent. He (*) shall call to the attention of the Corporation any matter which affects its interests. He shall take action in accordance with the recommendations of the Board to whom he shall report at each meeting of the Board. All matters of major policy shall have prior approval of a majority of the Board. With concurrence of the Board, he shall appoint members to represent the Corporation to other groups or societies as seem desirable. He shall be a non-voting member of all committees except the Executive Committee and Nominating Committee where he is a voting member. At the end of his term of office the President shall succeed to the office of Chairman of the Board.

Section 4. Duties of the President-Elect
The President-Elect shall preside at any meeting of the Corporation from which the President is absent. The President-Elect shall preside at any meeting of the Board from which the Chairman of the Board is absent. Should the office of President be vacated for any reason, the President-Elect shall assume his duties for the remainder of his term of office. The President-Elect shall be a non-voting member of all committees except the Executive Committee where he is a voting member. At the end of his term of office, the President-Elect shall succeed to the office of President.

Section 5. Duties of the Secretary
The Secretary shall keep in permanent form a correct record of all the transactions of the Corporation, the Board and the Executive Committee. He shall be responsible for all correspondence of the Corporation to the members regarding meetings, amendments, membership status and like matters as specified in the Rules. In the event that an Executive Director is appointed by the Board, the Rules shall provide for delineation of administrative responsibilities. In the event that the offices of President and President-Elect both should become vacated for any reason, the Secretary shall call a meeting of the Board for the purpose of electing a President-Elect.

Section 6. Duties of the Treasurer
The Treasurer shall be responsible for the financial records of the Corporation and accountable for all funds that may accrue to the Corporation. He shall disburse such funds as may be necessary to meet the appropriations and expenses of the Corporation, subject to the approval of the Board. He shall present an audited financial report to the Corporation at the Annual Business Meeting.

Section 7. Duties of the Immediate Past-President
The Immediate Past-President shall be the Chairman of the Board and shall preside at all meetings of the Board. He shall also preside at all general meetings of the Corporation from which both the President and President-Elect are absent. He shall nominate members of the Audit Committee in conformance with prevailing laws and regulations, who will be appointed by an affirmative vote of the Board to serve for a one-year term but may serve for more than one term. He shall name the Chair of the Audit Committee, who shall be a member of the Board at the time of appointment.

Section 8. Terms of Office (amended October 5, 2011)
A term of office for the President, President-Elect, Secretary, and Treasurer shall begin on January 1 of the year following the Annual Business Meeting at which the election results were announced and shall last for one year, one year, three years, and three years, respectively. The President may not directly succeed himself. The Treasurer may directly succeed himself once, if re-elected. After serving one term of office, the President and Secretary shall not be eligible for re-election to that office. After serving up to two terms of office, the Treasurer shall not be eligible for re-election to that office.

ARTICLE III. COMMITTEES

Section 1. Appointments and Tenure (amended September 9, 2010)
The President, with the concurrence of the Board, shall appoint members to the Standing Committees except as provided for in these By-Laws and in accordance with the Rules. The Councils, as defined in Article III, Section 2, with the concurrence of the Board, shall appoint members to their subordinate Standing Committees.

Membership of Standing Committees shall be limited to Members and Emeritus Members of the Corporation who are in good standing. Their tenure shall be as specified in the Rules.

The President, with the concurrence of the Board, may establish other committees as the need arises or as required by these By-Laws. Membership and tenure of these committees shall be provided for in the Rules. Standing committees may appoint sub-committees as specified in the Rules. The chair of the sub-committee must be a member or ex-officio member of the standing committee.

Section 2. Standing Committees (amended September 9, 2010)
The Standing Committees shall be:

  1. Administrative Council
  2. Education Council
  3. Professional Council
  4. Science Council
  5. Audit Committee
  6. Executive Committee
  7. Finance Committee
  8. Nominating Committee
  9. Rules Committee
  10. Calibration Laboratory Accreditation Executive Committee
  11. Other Standing Committees as specified in the Rules

Section 3. Administrative Council (amended September 9, 2010)
The Administrative Council shall be composed of the chairpersons of the Administrative Committees and two additional members.

The Administrative Committees shall be established pursuant to the Rules.

The Purpose of the Administrative Council is to serve as a conduit for communicating administrative information to the Board. The Administrative Council will oversee the main mechanisms for communication with members. The Administrative Council will develop and maintain a vehicle for long-range financial planning by projecting revenue streams over a three to five year period and by considering options to grow revenue for the Association.

Section 4. Education Council (amended September 9, 2010)
The Education Council shall be composed of the chairpersons of the categorical Educational Committees, two additional members, a member of the Science Council as liaison, and a member of the Professional Council as liaison.

The categorical Educational Committees shall be established pursuant to the Rules.

The Education Council shall act as a clearinghouse for educational inquiries addressed to the Corporation by members or outside groups and shall route inquiries to the appropriate categorical Educational Committees. The Education Council shall consider and make recommendations of educational policy to the Board. It shall formulate specific charges for the guidance and direction of the categorical Educational Committees.

Section 5. Professional Council (amended September 9, 2010)
The Professional Council shall be composed of the chairpersons of the categorical Professional Committees and two additional members.

The categorical Professional Committees shall be established pursuant to the Rules.

The Professional Council shall act as a clearinghouse for professional inquiries addressed to the Corporation by members or outside groups and shall route inquiries to the appropriate categorical Professional Committees. The Professional Council shall consider and make recommendations of professional policy to the Board. It shall formulate specific charges for the guidance and direction of the categorical committees.

Section 6. Science Council (amended December 4, 2002, October 20, 2005 and September 9, 2010)
The Science Council shall be composed of the chairpersons of the categorical Science Committees, six additional members, and the Chair of the Meeting Coordination Committee as an ex officio member.

The categorical Scientific Committees shall be established pursuant to the Rules.

The Science Council shall act as a clearinghouse for scientific inquiries addressed to the Corporation by the members or outside groups and shall route inquiries to the appropriate categorical Scientific Committees. The Science Council shall consider and make recommendations of scientific policy to the Board. It shall formulate specific charges for the guidance and direction of the categorical Scientific Committees.

Section 7. Audit Committee (enacted September 9, 2010)
The Audit Committee shall monitor the integrity of the Association's financial reporting process, the appropriateness of the Association's accounting policies and internal controls, the independence and performance of the Association's independent auditors, and report its findings to the Board.

The Chairman of the Board shall nominate members of the Audit Committee for the succeeding year who will be appointed by an affirmative vote of the Board.

Membership and duties shall be in accordance with the Rules.

Section 8. Executive Committee (amended September 9, 2010)
The Executive Committee shall consist of the President, the President-Elect, the Chairman of the Board, the Secretary, the Treasurer, and, if appointed, the Executive Director. Additional members may be authorized according to the Rules.

The duties of the Executive Committee shall be in exercising general supervision of the business of the Corporation in the intervals between Board meetings as provided by the Rules.

Section 9. Finance Committee (amended September 9, 2010)
The Finance Committee shall consist of the Treasurer, at least two members of the Association and the Executive Director, who shall be an ex officio non-voting member. The duties of the Finance Committee shall be to present the financial condition of the Association at each meeting of the Board of Directors and to advise the Board on the expenditure of the Association Funds. Additional duties may be specified in the Rules. Additional members may be authorized according to the Rules.

Section 10. Nominating Committee (amended September 9, 2010)
The President shall appoint a Nominating Committee each year at least six months before the next Annual Business Meeting which shall make nominations for Board Members-at-Large, President-Elect, Secretary, and Treasurer. This Committee shall be composed of the President, who shall be Chairman, and two appointed Members who are not currently serving on the Board.

Section 11. Rules Committee (enacted September 9, 2010)
The Rules Committee shall act as interpreter of the Articles of Incorporation, the By-Laws and the Rules of the Association, subject to the requirements of applicable laws and regulations. It shall act as the vehicle for revising these governance documents.

The Secretary will serve as an ex-officio, non-voting member of the Rules Committee.

Membership and duties shall be in accordance with the Rules.

Section 12. Calibration Laboratory Accreditation Executive Committee (enacted September 9, 2010)
The Calibration Laboratory Accreditation Executive Committee shall decide accreditation of calibration laboratories assessed under the Dosimetry Calibration Laboratory assessment program. The Calibration Laboratory Accreditation Executive Committee shall ensure confidentiality in accreditation decision process and shall report directly to the Board.

ARTICLE IV. MEMBERSHIP, FELLOWSHIP AND AFFILIATION (amended November 1, 2006 and October 29, 2009)

Section 1. Requirements and Application
Requirements for membership are set forth in Article FIFTH of the Articles of Incorporation, the By-Laws and the Rules. Requirements for Fellowship and Affiliation are set forth in the By-Laws and Rules.

Applications for all categories of membership and affiliation shall be in a form authorized by the Board. The method of review and election to membership and affiliation shall be specified in the Rules. Applications for Membership, Associate Membership, and Corresponding Membership shall be supported by two Members and/or Emeritus Members in good standing who shall have personal knowledge of the applicant. For Membership and Corresponding Membership the supporting statements shall attest that the individual is engaged in professional, research, or academic activity related to applications of physics in medicine and biology.

Academic degrees used to qualify for membership must be from a college, university or program accredited by one of the organizations recognized by the Council on Higher Education Accreditation (or its successors), or an equivalent foreign degree. Exceptions will be considered on a case-by-case basis.

Applicants will be informed of the type of membership offered and acceptance of the membership will be within the time prescribed by the Rules or the application will be considered withdrawn.

Section 2. Privileges, Obligations and Benefits of Membership.
The privileges and obligations of membership shall be as specified in the Articles and By-Laws. The benefits of membership shall be as specified in the Rules.

Section 3. Change of Class of Membership
Individuals desiring a change in membership classification shall submit a request to the Office of the Secretary. The method of review shall be as specified in the Rules.

Section 4. Termination of Membership
The membership of any member shall terminate upon occurrence of any of the following events: resignation of the member; use of degrees from non-accredited institutions or programs as defined in this Article; nonpayment of dues as specified in the Rules; or vote of the Board of Directors following a formal hearing by the Ethics Committee as specified in the Rules. Reinstatement of membership shall be as defined in the Rules.

Section 5. Requirements for Membership
Individuals who fulfill the requirements for Membership set forth in Article FIFTH of the Articles of Incorporation shall also meet the following requirements:

Membership is open to individuals who possesses an earned graduate degree in the Physical or Biological Sciences, Computer Sciences, Mathematical Sciences, or Engineering and who are engaged in professional, research, or academic activity related to applications of physics in medicine and biology.

Section 6. Requirements for Emeritus Membership
Individuals who fulfill the requirements set forth in Article FIFTH of the Articles of Incorporation for Emeritus Membership shall also meet the following requirements:

Individuals shall have completed a career in medical physics and shall be retired from the field of medical physics to be eligible for Emeritus Membership.

Section 7. Requirements for Resident Membership
Resident Membership is open to individuals who are enrolled in a residency program in Medical Physics that is accredited by the Commission on Accreditation of Medical Physics Educational Programs, Inc. or its successors (CAMPEP).

Section 8. Requirements for Junior Membership
Individuals who fulfill the requirements set forth in Article FIFTH of the Articles of Incorporation for Junior Membership shall also meet the following requirements:

Junior Membership is open to individuals who possesses an earned graduate degree in the Physical or Biological Sciences, Computer Sciences, Mathematical Sciences, or Engineering and who are currently a Post-Doctoral Student, Fellow or Resident in a program not accredited by CAMPEP on a full- or part-time basis, and who are engaged in professional, research, or academic activity related to applications of physics in medicine and biology.

Section 9. Requirements for Student Membership
Student Membership is open to any individual who is enrolled in a degree program in the Physical or Biological Sciences, Computer Sciences, Mathematical Sciences, or Engineering (which may include a work-study program) at an accredited college or university who has an interest in applications of physics in medicine and biology and who is not otherwise employed in the applications of physics in medicine and biology.

Section 10. Requirements for Corresponding Membership
Corresponding Membership is open to individuals residing outside the United States who do not wish to be a Member but who meet the requirements for Membership. A Corresponding Member shall not be a permanent resident of the United States or a temporary resident for more than six months.

Section 11. Requirements for Associate Membership
Individuals who fulfill the requirements set forth in Article FIFTH of the Articles of Incorporation for Associate Membership shall also meet the following requirements:

Associate membership is open to individuals with an interest in the Association who do not meet the degree or other requirements for the Member, Resident Member, Junior Member or Student Member category.

Section 12. Requirements for Honorary Membership
Individuals who fulfill the requirements set forth in Article FIFTH of the Articles of Incorporation may be nominated for Honorary Membership. Individuals may be awarded Honorary Membership upon an affirmative vote of at least three-fourths of the Board.

Section 13. Fellowship
The requirements for election to Fellowship shall be set forth in the Rules.

Section 14. Corporate Affiliation
Corporate Affiliation shall be available to corporations or institutions to promote the activities of the Association. Applications for Corporate Affiliation shall be in a form authorized by the Board and shall state why such affiliation is desired. An affirmative vote of three-fourths or more of the Board is required for acceptance.

Section 15. International Affiliation
Medical physicists residing in developing countries, who are interested in the Association but who do not meet the degree requirements for membership or who are unable to obtain required letters of support for membership are eligible to become International Affiliates.

ARTICLE V. REGIONAL ORGANIZATIONS

Section 1. Regional Chapters (amended December 4, 2002)
Fifty or more Members or Emeritus Members may petition the Regional Organization Committee for permission to form a Regional Chapter. The committee shall recommend to the Board for approval or rejection of the Chapter. Such a Regional Chapter may continue its affiliation as long as it has at least fifteen Members or Emeritus Members. Individuals who have interests similar to the objectives of the Corporation but who are not eligible or do not wish to be members of the Corporation may be members of Regional Chapters.

ARTICLE VI. FINANCE

Section 1. Dues (amended November 1, 2007)
Annual dues of the members are payable in a manner specified in the Rules. Non-payment of dues may terminate membership as prescribed in the Rules. "Members in good standing" shall refer to members whose dues are not in arrears. The Board shall recommend the amount of annual Dues for each class of membership and shall transmit all proposed Dues changes, with a statement as to their necessity, to the Secretary. The Secretary shall distribute the proposal and statement of necessity to all Members and Emeritus Members at least 60 days before the Annual Business Meeting and will facilitate discussion and submission of comments on the proposal from the membership prior to and at the Annual Business Meeting. The Secretary shall summarize the comments received. The proposed change together with the statement of necessity and the summary of comments shall be presented to the Members and Emeritus Members in good standing for final approval or rejection by secret vote. The Secretary shall set a date, which shall be between fifteen and thirty days from the time that voting opens, by which votes must be cast. The Dues change shall be approved by a favorable majority of those voting.

Section 2. Subscriptions
The Board, upon recommendations of the Publications Committee, shall prescribe the cost and the manner of payment for each class of membership for the publications of the Corporation.

ARTICLE VII. ANNUAL BUSINESS MEETING

Section 1. Time and Place
An Annual Business Meeting shall be convened at the place and time agreed upon by the Board. The membership of the Corporation shall be notified of this decision at least four months before the meeting.

Section 2. Order of Business
The order of business at the Annual Business Meeting shall be prepared by the President and approved by the Executive Committee.

Section 3. Procedure
Except as provided, the parliamentary procedure of the Corporation shall be in accord with the current edition of "Robert's Rules of Order."

ARTICLE VIII. RULES OF THE CORPORATION

Section 1. Purpose
The Rules of the Corporation (the "Rules") augment the Articles of Incorporation and By-Laws. Their purpose is to detail and expedite administrative matters of the Corporation. The Rules include matters which come under the purview of the Board which is responsible for their development, enactment and documentation.

Section 2. Enactment and Amendment
The enactment or amendment of a Rule requires a majority vote of the members of the Board and becomes effective immediately after such a ballot unless otherwise stipulated. The act of enacting or amending a Rule shall be in accordance with the Rules.

ARTICLE IX. AMENDMENTS (amended December 4, 2002)

Proposed amendments to these By-Laws may originate in the Board of Directors, in the Rules Committee, or by petition bearing the signatures of at least five Members in good standing. Proposals for amendments shall be presented to the Chair of the Rules Committee at least ninety days prior to the Annual Business Meeting. The Rules Committee shall report their recommendations on proposed amendments to the Board of Directors. The Board shall transmit the proposed amendment, with a statement as to its necessity, to the Secretary who will provide the document to all Members and Emeritus Members at least one month before the Annual Business Meeting. The Secretary shall state the arguments in favor and against the proposed amendment presented by Members and Emeritus Members at the next Annual Business Meeting. The proposed amendment together with the statement of the Board and a summary of the arguments for and against the proposed amendment shall be presented to the Members and Emeritus Members for final approval or rejection by secret ballot. The Secretary shall set a date, which shall be between fifteen and thirty days from the time that the ballots are first provided, by which completed ballots must be received. The Secretary shall be responsible for the integrity of the balloting process. Amendments to these By-Laws shall be adopted after a favorable vote of two-thirds of the ballots received.

ARTICLE X. COMMISSIONS

Section 1.
Commissions shall be established by the Board of Directors to engage in specified activities. Commissions shall be affiliated with the AAPM and shall be under the jurisdiction of the Board of Directors. The operations of Commissions shall be governed by a Constitution and By-Laws which shall be approved by the Board of Directors.

Section 2. Appointments and Tenure
The Constitution and By-Laws of a Commission shall specify election of members to the Commission by the Board of Directors. Membership and tenure of the Commission shall be specified by the Constitution and By-Laws of the Commission.

1 (*) Although masculine pronouns are used in these By-Laws, feminine pronouns may be substituted since no sexual bias is implied or intended.

ARTICLE XI: INDEMNIFICATION (enacted October 29, 2009)

The Association shall indemnify any present or former volunteer of the Association including Directors, officers, Committee officers and Committee members as well as any present or former employees or agents of the Association, to the fullest extent possible against expenses, including attorneys' fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person relating to his or her conduct as a Director, officer, Committee officer, Committee member, volunteer, employee or agent of the Association, except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of the duty of loyalty to the Association; (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; (iii) for a transaction from which such person derived an improper personal benefit; or (iv) against judgments, penalties, fines and settlements arising from any proceeding by or in the right of the Association, or against expenses in any such case, where such person shall be adjudged liable to the Association.

Service on the Board of Directors of the Association, or as an officer, Committee officer, Committee member, volunteer, employee or agent thereof, is deemed by the Association to have been undertaken and carried on in reliance by such persons on the full exercise by the Association of all powers of indemnification which are granted to it under this Article and the District of Columbia Nonprofit Corporation Act as amended from time to time. Accordingly, the Association shall exercise all of its powers whenever, as often as necessary and to the fullest extent possible, to indemnify such persons. Such indemnification shall be limited or denied only when and to the extent provided above unless the District of Columbia Nonprofit Corporation Act or other applicable legal principles limit or deny the Association's authority to so act. This Article and the indemnification provisions of the District of Columbia Nonprofit Corporation Act (to the extent not otherwise governed by controlling precedent) shall be construed liberally in favor of the indemnification of such persons.