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|American College of Legal Medicine, Inc. Bylaws|
American College of Legal Medicine , Inc Bylaws
Article I Membership
Section 1.1 - Classes of Membership
The corporation, hereinafter referred to as the “College,” shall have three classes of membership, as follows: Fellow, Member, and Associate.
Section 1.1.1 Within the Fellow class there shall be three subclasses: Emeritus Fellow, Honorary Fellow and International Fellow.
Section 1.1.2 Within the Member class, there shall be one subclass: International Member.
Section 1.1.3 Within the Associate class there shall be one subclass: Student.
Section 1.1.4 The primary purposes for the subclass status with in a membership class is to recognize individuals that the College deems worth of discounted annual dues. Accordingly, in communications from the College, and for the Annual meeting badges, only an individual’s membership class shall be recognized.
Section 1.1.5 Every member shall recognize and abide by the Code of Ethics of the organizations which are described in Article XII of these bylaws. Every member shall at all times meet the particular requirements of the class of membership of which he is a member and, in addition, all other requirements of these bylaws.
Section 1.2 - Fellow Class
Subject to the requirements below, to be in the class of “Fellow” of the College, the applicant must have (1) Juris Doctorate Degree from an ABA recognized School of Law (or the Foreign equivalent education); (2) A doctorate degree in science (e.g., MD, DDS, DO, PhD, or Pharm D), and (3) a license to practice either law or medicine. A “Doctor of Chiropractic” decree does not satisfy the requirement of a doctorate degree in science.
(a) A degree of Doctor of Medicine or Doctor of Osteopathy approved by the American Medical Association or American Osteopathic Association, or their Canadian counterparts, or in the case of foreign medical graduates, a license to practice in at least one state of the United States, its territories or possessions (including the District of Columbia) or in a province of Canada; or
(b) A DMD or DDS degree, or equivalent, from a dental school approved by the American Dental Association or its Canadian counterpart, or in the case of foreign dental graduates, a license to practice in at least one State of the United States, its territories or possessions (including the District of Columbia) or in a Province of Canada; and
(c) A degree of Bachelor of Laws or Juris Doctor, or an equivalent, from an American Bar Association or Canadian Bar Association approved law school, or from a law school in the United States that is accredited by, or registered with, a State Committee of Bar Examiners, and from which the graduate is qualified to sit for and take the bar examination in that state, or a license to practice law in at least one state of the United States, its territories or possessions (including the District of Columbia) or in a province of Canada; and
(d) A license to practice either medicine, osteopathy, dentistry or law in at least one state of the United States, its territories or possessions (including the District of Columbia) or in a province of Canada; such a license may be considered satisfactory evidence of a degree for purposes of (a), (b) or (c) above; and
(e) A PhD or Pharm D degree must have been granted by a recognized university.
(e) Membership in at least one of the following professional organizations: the American Medical Association, the American Osteopathic Association, the American Dental Association, the American Bar Association, a state bar association, a county medical society, a county dental society, a county osteopathic society, a county bar association, or the Canadian equivalent of any of the above; a candidate who holds membership in none of the above must be a Diplomate of a Specialty Board recognized by either the American Medical Association or the American Osteopathic Association; and
(f) Sponsorship of the candidate by at least one (1) Fellow in good standing in the College; and
(g) A favorable recommendation by the Membership & Credentials Committee and the subsequent approval of the Board of Governors, by two-thirds of those present and voting.
Section 1.2.1. - Emeritus Fellow.
A Fellow-of-the-College who has been a Fellow for a period of more than ten (10) years and who has retired from professional activity is eligible to become an Emeritus Fellow. Application to become an Emeritus Fellow shall be made to the Board of Governors for its consideration and shall be approved by the affirmative vote of at least two-thirds of the Governors present and voting. Emeritus Fellows shall be entitled to all privileges of membership except that of voting and holding office. An Emeritus Fellow shall not be required to pay dues.
Section 1.2.2. - Honorary Fellow.
Any member of the College may nominate any person of outstanding reputation in the field of legal medicine as a candidate for Honorary Fellowship. Such nomination shall be approved at a meeting of the Board of Governors by the affirmative vote of at least two thirds of the Governors present and voting. Honorary Fellows shall be entitled to all privileges of membership except that of voting and holding office. An Honorary Fellow shall not be required to pay dues.
Section 1.2.3 International Fellows
These individuals shall meet all the requirements to be a Fellow of the College but will reside outside of the United States and Canada.
Section 1.2.4. - Election of a Member to Fellow-of-the-College.
(a) A Member of the College may become a Fellow, upon application, by approval of the Board of Governors, if the applicant:
(1) has been a member of the College for a minimum of six (6) consecutive years from the date of admission to membership; and
(i) Service on an editorial board;
(b) The requirements of 1.10(a) (4) (iv) shall be determined by a favorable report of the Membership & Credentials Committee and by approval of a majority of the Board of Governors.
(c) At no time shall the percentage of Fellows who hold both the MD (or DO) and JD (or LLB) degrees fall below 67 percent of the total number of Fellows of the College.
(d) Any Fellow elected by the mechanism of Section 1.2.4is considered equal to a dual degree holder, except for the limitations of Section 1.2.4 (c), Section 3.1(g) and Section 4.1.1.
Section 1.3 Member Class
These individuals include all those individuals who hold either a JD or doctorate of Science degree as defined above. An International Member (subclass) will meet all the requirements to be a Member of the College but will reside outside of the United States and Canada.
Section 1.4 Associate Members
These individuals with hold a bachelor’s of science or art degree from a recognized university or a Registered Nurse degree. International Associates (subclass) will meet all the requirements to be an Associate of the College but will reside outside of the United States and Canada.
Section 1.5. - Sponsorship.
In the event that a candidate does not have the necessary sponsorship, the Chair of the Membership and Credentials Committee shall appoint a sponsor nearest the applicant’s locale to make recommendations to the Membership and Credentials Committee for membership in the appropriate class.
Section 1.6. - Application Fee.
A nonrefundable fee, the amount of which may be set from time to time by the Board of Governors, shall accompany the candidate’s first application for membership irrespective of category (except there shall be no application fee for Honorary or Emeritus membership). This fee shall be used to defray expenses involved in the investigation and processing of the application. Subsequent requests for change of class or membership shall be without charge. The application fee shall not be credited toward annual dues.
Section 1.7. - Dues.
The amount of the annual dues of any member of each class and subclass shall be determined from time to time by the Board of Governors; upon the recommendation of the Finance Committee. Annual dues are for the calendar year and shall be due and payable on January 1. Failure to pay dues by April 1 shall be sufficient grounds for suspension of membership by the Judicial Council. The Board of Governors, in its discretion, may modify or waive the payment of dues by any member or class of members.
Section 1.8. - Use of the Designation "FCLM."
Only Fellows-of-the-College, Emeritus Fellows and Honorary Fellows in good standing are authorized to use the letters FCLM after their names for purposes of signifying accreditation by the American College of Legal Medicine. Anyone not in compliance with the bylaws of the American College of Legal Medicine and the conditions of membership in the American College of Legal Medicine, including payment of dues, shall not be authorized to use the designations “Fellow of the College of Legal Medicine,” “FCLM,” or their equivalent.
Section 1.9. - Issuance of Membership Certificate.
In order for any newly elected member, regardless of category other than Corresponding Members, to receive the official certificate of membership, said member must attend either an annual convocation or a midyear scientific meeting of the College.
ARTICLE II - Meetings of Members
Section 2.1. - Annual Convocation of the College.
An annual convocation of members of all classes of the College shall be held. The annual convocation in each year shall be held at such hour and such day or days and at such place within or without the State of Delaware as may be fixed by the Board of Governors.
Section 2.2. - Annual Meeting of Fellows.
An annual meeting of the Fellows-of-the-College for the election of Governors and officers and for the transaction of all other business of the College shall be held in conjunction with the annual convocation at a time and place as may be fixed by the Board of Governors.
Only Fellows are eligible to serve on the Board of Governors. Two new members will be elected to the Board of Governors each year.
Section 2.3. - Special Meetings.
Special meetings of the Fellows-of-the-College may be called by the President, and shall be called by the President or the Secretary when directed to do so by resolution of the Board of Governors or at the written request of Fellows representing a majority of all the Fellows-of-the-College. Any such request shall state the purpose or purposes of the proposed meeting.
Section 2.4. - Notice of Meetings.
Whenever Fellows-of-the-College are required or permitted to take any action at a meeting, whether annual or special, unless notice is waived by all Fellows entitled to vote at the meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting the purpose or purposes for which the meeting is called.
Unless otherwise provided by Law, and except as to any Fellow duly waiving notice, the written notice of any meeting shall be served personally or by mail, not less than ten (10) nor more than ninety (90) days before the date of the meeting upon each Fellow entitled to vote at such meeting. If mailed, notice shall be deemed given when deposited in the United States mail, first-class postage prepaid, directed to the Fellow at his address as it appears on the records of the College. Each Fellow has the responsibility to see that his current mailing address is shown on the records of the College.
When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the College may transact any business which might have been transacted at the original meeting. If, however, the adjournment is for more than thirty (30) days, a notice of adjourned meeting shall be given to each Fellow entitled to vote at the meeting.
Changes or amendments to bylaws can only be made by a majority vote of the Fellows present at the Annual Meeting of the Fellows. Notice of the prosed changes must be sent all Fellows at least 30 days prior to the Annual Meeting of the Fellows. Publication of the proposed bylaws changes in the electronically circulated “Notes from the President” more than thirty days prior to the Annual Meeting of Fellows meets this notice requirement.
Section 2.5. - Quorum.
Except as otherwise provided by Law or by the Certificate of Incorporation or by these bylaws in respect of the vote required for a specified action, the following quorum requirement shall apply. For the annual meeting of the Fellows of the College, 20 percent of all Fellows of the College in good standing registered for the meeting shall constitute a quorum, provided however, that at least 5 percent of the Fellows of the College in good standing are required as a minimum to constitute a quorum. For special meetings of the Fellows of the College, 10 percent of all Fellows of the College in good standing shall constitute a quorum for the transaction of any business. At the annual meeting or at a special meeting the Fellows present, although less than a quorum, may adjourn the meeting to another time or place, and except as provided in Section 2.4 of these bylaws, notice need not be given of the adjourned meeting.
Section 2.6 - Voting for Members to be elected Governors.
Voting for Member candidates to be elected to the Board of Governors shall be held at the time of the Annual Meeting of the Fellows as described in Section 2.2. A quorum of 5% of the total Members in the six categories enumerated in this section is required. In the absence of such quorum, all Fellows and Members present will vote to elect such Member candidate(s) to the Board of Governors.
Section 2.7. - Voting Process.
Section 2.7.1. - ACLM Nominating Committee
The Nominating Committee shall nominate candidates for the elective offices of the College and those for the Board of Governors to be elected by the Fellows of the College, and shall notify the secretary of the College of the nominees at least 90 days before the annual meeting of the Fellows of the College.
Section 2.7.2. - Additional Nominations
(a) The Executive Director of the College shall notify all members, in writing (or electronically), of the slate of nominees at least 60 days prior to the annual meeting of the Fellows of the College.
Section 2.8 - Voting and Privileges of Membership.
Each Fellow-of-the-College shall be entitled to one vote on each matter submitted for action at a regular or special meeting of the Fellows at which a quorum is present. Except as otherwise provided in the bylaws, only a Fellow-of-the-College is eligible to hold office as a Governor or officer of the College or to chair any committee of the College. No member of any class of membership in the College is entitled to vote on any matters presented for consideration at a meeting of the College.
Whenever Governors or officers are to be elected at a meeting of the Fellows, they shall be elected by a majority of the votes cast at the meeting by the Fellows present and entitled to vote. Whenever any action, other than the election of Governors or officers, is to be taken by vote of Fellows at a meeting, it shall, except as otherwise required by Law or by the Certificate of Incorporation or by these bylaws, be authorized by a majority of the votes cast at the meeting by Fellows present and entitled to vote thereon. There shall be no voting by proxy.
Section 2.9. - Presiding Officer and Secretary.
At every meeting of members or Fellows, the President, or in his absence, the President-Elect, or, if none be present, the appointee of the meeting shall preside. The Secretary, or in his absence the appointee of the presiding officer of the meeting, shall act as secretary of the meeting.
Section 2.10. - List of Members.
The officer who has charge of the membership lists of the College shall prepare and make, at least ten (10) days before every regular or special meeting of Fellows, a complete list of the Fellows entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each Fellow. Such list shall be produced and made available at the time and place of the meeting and shall be open to the examination of any Fellow, for any purpose germane to the meeting.
Section 2.11. - Written Consent of Fellows in Lieu of Meeting.
Any action which may be taken at any regular or special meeting of Fellows-of-the-College, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by Fellows, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Fellows entitled to vote thereon were present.
Prompt written notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those Fellows who have not consented in writing and who would be entitled to vote thereon at a meeting. Signatures for such written consent may be contained in one document or any number of documents of substantially similar tenor signed by such Fellows and filed with the Secretary of the College. Any such written consent shall be effective as specified therein, provided that such effective date is not more than sixty (60) days prior to the date such written consent is filed with the Secretary, or, if no such date is so specified, on the date such written consent is filed with the Secretary.
ARTICLE III - The Board of Governors
Section 3.1. - Number and Terms of Governors.
The Board of Governors shall consist of six individuals. As the current Board of Governors consists of twelve members, the number of the members to the Board of Governors shall be reduced by attrition over the next three years. Between 2016 and 2019, Governors’ whose term has expired, are elected to the Executive Committee, resign or die in office will not be replaced.
(a) For the purpose of staggering their terms of office so that the terms of two Governors shall expire each year, will be replaced by two new Governors. ,
(b) The term of each Governor shall be for a period of three years, except that the Board of Governors may set any Governor’s term for less than three years in order to achieve the equal, staggered terms described above. Members of the Board of Governors may not serve more than two consecutive terms.
(c) The number of Governors may be changed at any time by a majority vote at an annual or special meeting of the Fellows. Signed absentee ballots shall be valid for voting on a change in the number of Governors. A ballot shall be issued to each Fellow entitled to vote along with the notice of the meeting at which the issue is to be decided. Each Governor shall hold office from the time of his election and qualification until his successor is elected and qualified or until his earlier resignation or removal. No decrease in the number of Governors shall shorten the term of any incumbent Governor.
(d) In addition, the Immediate Past-President of the College shall be a voting member of the Board of Governors. If, however, any such Past President is duly elected as a member of the Board of Governors at any time during which he is also the Immediate Past-President, he shall have only one vote in the decisions of the Board and he shall fill his elected term as a Governor without regard to the fact that he may have already served one or more years on the Board by virtue of his being the Immediate Past-President.
(e) In addition, those officers of the College consisting of the President, President-Elect, Treasurer and Secretary shall become ex officio members of the Board of Governors with voting privileges, for the duration of their elected term of office.
(f) In addition, the Editor of the Journal of Legal Medicine shall be an ex officio member of the Board of Governors without voting privileges.
(g)At least fifty-one percent (51%) of the voting members of the Board of Governors shall be dual degree fellows as defined in Section 1.2 and who hold the degrees of MD-JD or DO-JD.
(h) In addition, the President of the ACLM Foundation shall be an ex officio member of the Board of Governors without voting privileges.
(i) In addition, the Chair of the ABLM shall be an ex officio member of the Board of Governors without voting privileges.
Section 3.2. - Newly Created Governorships and Vacancies.
Newly created Governorships resulting from any increase in the authorized number of Governors shall be filled by election at a meeting of the Fellows or by written consent of the Fellows entitled to vote thereon in lieu of a meeting. Vacancies arising out of death, resignation or removal from office shall be filled by a majority of the Governors then in office, although less than a quorum or by a sole remaining Governor.
Section 3.3. - Resignation.
Any Governor may resign at any time either by oral tender of resignation at any meeting of the Board of Governors or by oral tender to the President or by giving written notice to the College. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.
Section 3.4. - Removal From Office.
Any or all of the Governors may be removed at any time for cause by vote of two-thirds of the Fellows present and entitled to vote at a duly called meeting of the Fellows-of-the-College.
All members of the Board of Governors have a duty of regular attendance at Board Meetings. Three absences from such meetings, except under extraordinary circumstances of such a nature as to satisfy a majority of other members of the Board of Governors, shall operate as an automatic resignation from the Board for the remainder of that Governor’s term of office.
Section 3.5. - Meetings.
Meetings of the Board of Governors, regular or special, may be held at any place within or without the State of Delaware. Any meeting of the Board of Governors, or of any committee designated by the Board, may be conducted by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
The annual meeting of the Board of Governors shall be held at the time of the ACLM Annual Meeting, the date and time being decided by the President, and no notice thereof need be given. If an annual election of Governors occurs by written consent in lieu of the annual meeting of Fellows, the annual meeting of the Board of Governors shall take place as soon after such written consent is duly filed with the Secretary of the College as is practicable, either at the next regular meeting of the Board of Governors or at a special meeting. The Board of Governors may fix times and places for regular meetings of the Board and no notice of such meetings need be given. A special meeting of the Board of Governors shall be held whenever called by the President or by at least one-third of the Governors for the time being in office, at such time and place as shall be specified in the notice or waiver thereof. Notice of each special meeting shall be served by the Secretary or by a person calling the meeting upon each Governor by mailing the same, first-class postage prepaid, postmarked not later than the seventh day before the meeting; or personally or by telegraphing or telephoning the same not later than the second day before the meeting.
Section 3.6. - Quorum and Voting.
One-third of all the members of the Board of Governors shall constitute a quorum for the transaction of business but, if there be less than a quorum at any meeting of the Board of Governors, a majority of the Governors present may adjourn the meeting from time to time, and no further notice thereof need to be given other than announcement at the meeting which shall be so adjourned. Except as otherwise provided by Law or by these bylaws, the vote of the majority of the Governors present at a meeting at which a quorum is present shall be the act of the Board of Governors.
Section 3.7. - Action of the Board of Governors Without a Meeting.
Written Consent of Governors in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board of Governors or of any committee thereof may be taken without a meeting with 48-hour notice by a mail or facsimile poll of all governors. In order for the issue in question to be approved, three-quarters of the governors must vote affirmatively. Alternatively, a telephone poll may be conducted of all available Board members assuming a quorum is available. Two-thirds of those available must vote affirmatively for the issue in question to be approved.
Section 3.8. - Contracts and Transactions Involving Governors, Officers, or Agents of the College.
No contract or transaction between the College and one or more of its Governors, or officers, or agents, or between the College and any other corporation, partnership, association, or other organization in which one or more of its Governors or officers or agents are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Governor or officer or agent is present at or participates in the meeting of the Board of Governors which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest are made known to the Board of Governors, and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Governors, even though the disinterested Governors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Fellows-of-the-College entitled to vote thereon at a duly held meeting of the follows, and the contract or transaction is specifically approved in good faith by vote of the Fellows; or (3) the contract or transaction is fair as to the College as of the time it is authorized, approved or ratified, by the Board of Governors or the Fellows. Interested Governors may be counted in determining the presence of a quorum at a meeting of the Board of Governors which authorizes the contract or transaction.
ARTICLE IV - Committees of the Board of Governors
Section 4.1. - The Executive Committee of the Board of Governors.
The Executive Committee of the Board of Governors shall consist of the President, the President-Elect, the Past President, the Secretary, and the Treasurer.
The Executive Committee shall have the powers, duties, and responsibilities which are assigned to and inherent in the Board of Governors. The Committee may meet between any meeting of the Board and may take any action which the Board may take. The Committee is accountable to the Board, and all actions taken by the Committee are subject to ratification by the Board at its next regularly scheduled meeting. A simple majority of the members of the committee constitutes a quorum for any action to be taken. Any action by the Committee requires a simple majority vote unless otherwise noted in the bylaws.
A meeting of the Committee may be called by either the President or by a simple majority of the members of the Committee. Meetings of the Committee may be held at a meeting with personal attendance or by telephone conference.
At least 51% of the Executive Committee shall be dual Degree Fellows as defined in Section 1.2.
Section 4.2. - Appointment and Powers.
The Board of Governors may from time to time, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more governors. The Board of Governors may designate one or more Governors as alternate members of any committee, who may replace any absent or disqualified members at any meeting of the committee. The resolution of the Board of Governors may, in addition or alternatively, provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Governors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Governors, shall have and may exercise all the powers and authority of the Board of Governors in the management of the business and affairs of the College, and may authorize the seal of the College to be affixed to all papers which may require it, except as otherwise provided by Law. Any such committee may adopt rules governing the method of calling and time and place of holding its meetings. Unless otherwise provided by the Board of Governors, a majority of any such committee (or the member thereof, if only one) shall constitute a quorum for the transaction of business, and the vote of the majority of the members of such committee present at a meeting at which a quorum is present shall be the act of such committee. Each such committee shall keep a record of its acts and proceedings and shall report thereon to the Board of Governors whenever requested to do so. Any or all members of any such committee may be removed, with or without cause, by resolution of the Board of Governors, passed by a majority of the whole Board.
ARTICLE V - Officers, Agents and Employees
Section 5.1. - Election and Term of Office.
The officers of the College shall include a President, a President-Elect, a Secretary and a Treasurer. The term of office for all such officers shall be one year. All such officers, except the President, shall be elected by the Fellows-of-the-College at their annual meeting. Nominations for all offices, except that of the President, shall be made by the Nominating Committee. And, in addition, nominations may be made by any Fellow at the annual meeting. All candidates for office shall be Governors of the College, or shall have been Fellows-of-the-College in good standing for a minimum of five (5) years. Individuals who have served a six-year term on the Board of Governors remain eligible to serve on the Executive Committee as long as they remain active participating members the College. All officers of the American College of Legal Medicine, not elected members of the Board of Governors, shall be ex officio members of the Board with voting privileges.
Section 5.2. - Appointed Office.
Except as may be prescribed otherwise in these bylaws, the Board of Governors may appoint, and may delegate power to appoint, such other officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Board of Governors.
Section 5.3. - Resignation and Removal.
Any officer may resign at any time upon written notice to the College. Any officer or committee member may be removed from office for cause by a three-fourths majority of the whole Board of Governors or by a two-thirds majority of the Fellows present and voting at a meeting or the Fellows specifically called for that purpose. Any agent or employee of the College may be removed by the Board of Governors or by a duly authorized committee thereof, with or without cause at any time. Such removal shall be without prejudice to a person’s contract rights, if any, but the appointment of any person as an officer, agent or employee of the College shall not of itself create contract rights.
When an Executive Committee office resigns, is removed, or is incapacated, the following table shall be consulted for succession:
Resignation or Removal of Succession
Secretary The Treasurer will serve as the Acting Secretary
Treasurer The Secretary will service as the Acting Treasurer
President-Elect The Treasurer will serve as the Acting President-Elect
President The President-Elect will serve as the President
Past President The President will serve as the Acting Past President
Section 5.4. - Bonding.
The College may secure the fidelity of any or all of its officers, agents or employees by bond or otherwise.
Section 5.5. - President.
The President shall be the chief executive officer of the College and shall succeed to and occupy that office for a period of one year, immediately after having served a term during the prior year as President-Elect. He shall preside at all meetings of the members and of the Board of Governors. He shall have general charge of the business and affairs of the College according to the customary rights and prerogatives attached to the office and the policies established by the Board. He may employ and discharge employees and agents of the College, except such as shall be appointed by the Board of Governors, and he may delegate these powers.
Section 5.6. - President-Elect.
The President-Elect shall assist the President in the administration of the affairs of the College and shall preside in the absence of the President. The President-Elect shall, at the end of his term, automatically succeed to the office of President, without the necessity of election to that office.
Section 5.7. - Treasurer.
The Treasurer shall have charge of all funds and securities of the College. He shall invest and reinvest such funds upon the direction of the Board of Governors, he shall endorse the funds and securities for deposit or collection when necessary and deposit the same to the credit of the College in such banks or depositories as the
Section 5.8. - Secretary.
The Secretary shall maintain and preserve the records of the College. He shall record or cause to be recorded all the proceedings of the meetings of the members and Governors in a book to be kept for that purpose and shall also record thereon all action taken by written consent of the members or Governors in lieu of a meeting. He shall attend to the giving and serving of all notices of the College. He shall have custody of the seal of the College, if any, and shall attest the same by his signature whenever required. He shall make regular reports to the Board of Governors on the activities and functioning of the College and shall have all such further powers and duties as generally are incident to the position of Secretary or as may be assigned to him by the President or the Board of Governors.
The secretary will have the affirmative duty of both monitoring and maintaining the College’s Intellectual Property and ensuring that the College remains compliant with its policies and procedures.
Section 5.9. - AMA Delegates.
The number of Delegates and Alternate Delegates from the College to the House of Delegates of the American Medical Association (AMA) is established by the AMA and is contingent upon approval of the ACLM according to the then rules of the AMA.
(a) The Delegate(s) and the Alternate Delegate(s) from the College to the AMA House of Delegates:
(1) shall be Fellows-of-the-College,
(b) The Delegate(s) and the Alternate Delegate(s) shall serve for a term of two (2) years and shall assume office on January 1 of the year succeeding the election.
(c) The Delegate(s) and/or the Alternate Delegate(s) shall act as the representative(s) of the College to the AMA House of Delegates and will attend all meetings, caucuses, special meetings of the House, and discharge all duties requested by the Speaker of the House of Delegates.
Section 5.10. - AMA Specialty and Service Society (SSS).
In the event that Article V, Section 5.9 is voided by action of the AMA then the President with the approval of the Executive Committee may appoint a representative as per the rules of the AMA.
(a) the Delegate and the Alternate from the College to the AMA Specialty and Service Society:
(1) shall be Fellows-of-the-College
ARTICLE VI - Indemnification
Section 6.1. - Indemnification of Governors, Officers, Employees and Agents.
Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (including any action or suit by or in the right of the College to procure a judgment in its favor) by reason of the fact that he is or was Governor, officer, employee or agent of the College, or is or was serving at the request of the College as a Governor, office, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the College against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding. Any indemnification expressly provided by statute in a specific case shall not be deemed exclusive of other rights to which any person indemnified may be entitled under these bylaws or any other lawful agreement, vote of disinterested Governors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be Governor, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE VII - Councils, Standing Committees and Ad Hoc Committees
Section 7.1. - Council Composition and Terms.
All council chairs shall be members of the Executive Committee excluding the President. All committee, council, task force and project chairs shall be recommended by the President and approved by at least three of the remaining members of the Executive Committee other than the President. All chairs and members shall serve a one-year term. There shall be four Councils: Services, Education, Membership, and Ways and Means. All Council Chairs shall report to the President.
Standing committees assigned to councils are as follows:
Ways and Means Council
Except as otherwise herein provided, committee members may be appointed from all classes of membership. Fellows of the College shall serve as chair of all committees.
Section 7.2. - Committee Composition and Terms.
All committee members shall be appointed by the President and shall serve, unless otherwise provided, for terms of one year or as set out in the charge to the committee. Except as otherwise herein provided, committee members may be appointed from all classes of membership. Fellows or Members of the College shall serve as chair of all standing committees. All committees shall report to a designated council.
Section 7.3. - Definitions.
Standing Committee - An ongoing committee with a charge defined in general terms by the Bylaws with appointments of members lasting one year. Those eligible to be chair shall be Fellows of the College. All chairs shall be appointed by the President and approved by the Executive Committee.
Section 7.4. - Membership and Credentials Committee.
The committee shall consist of three or more members, at least one of whom shall have served as a member of the committee during the previous year. The committee shall review the qualifications of applicants for membership in all categories except Honorary Fellowship and shall recommend those candidates found to be qualified for membership, or changes in membership category except Honorary Fellowship for approval by the Board of Governors. The committee shall also identify and implement methods of promoting membership in the College.
Section 7.5 - Honorary Fellowship and Gold Medal Committee.
The committee shall be three or more members appointed by the President and approved by the Executive Committee. The chair shall be a Past President of the College. The committee shall receive recommendations from the membership of ACLM for Honorary Fellow. Any person of outstanding reputation in the field of legal medicine is eligible. Nominations are made by a majority of the committee members via written ballot prior to the recommendation to the Board of the ACLM. Honorary Fellowship shall be conferred with at least two-thirds of the Board present and voting in favor the nominations(s).
In addition, the committee shall receive recommendations for recipients of the Gold medal of the American College of Legal medicine to be awarded at the annual banquet. Candidates shall be members who have provided outstanding and distinguished service to the American College of Legal Medicine. Each year the committee may nominate one or more members for Gold Medalist.
The recommendations shall be made by members of the College. The nominations must be made by a majority of the committee. The endorsed recommendations become nominations of the committee. The nominations of the committee shall be forwarded for consideration at the mid-year meeting of the Board of Governors. Gold medals shall be conferred with at least two-thirds of the Board of Governors present and voting in favor of the committee nominations(s). The award(s) shall be presented at the next annual meeting banquet.
Section 7.6. - Bylaws and Resolutions Committee.
The Bylaws and Resolutions Committee shall consist of three or more members, all of whom must be Fellows of the College. At least one of the members shall be a member of the Board of Governors, and at least one shall have served as a member of the committee during the previous year. The committee shall review the Bylaws of the College annually and recommend amendments when necessary or advisable. The committee shall review and recommend appropriate action on all resolutions or petitions of policy submitted for approval by the members of the College. The submission and handling of such resolutions or petitions shall be in accordance with the procedural rules established by the Board of Governors.
Section 7.7. - Education and Professional Development Committee.
This committee shall consist of three or more members, at least one of whom shall have been a member of the committee during the previous year. The committee shall oversee the scientific program of the Annual Convocation and other educational programs of the College. The committee shall develop, supervise and study suggestions and plans for improving the application of dual medical-legal training to society and to interprofessional relations. The committee shall plan, direct and administer the educational activities of the College, subject, however, to the directives and limitations set down by the Board of Governors.
Section 7.8. - Nominating Committee.
The College Nominating Committee shall be composed of the immediate past-president, two sitting members (non-officers) of the Board of Governors and two active Fellows who have never been an officer or member of the BOG. The immediate past-president shall serve as committee chair. The two sitting governors shall be elected by closed ballet at the mid-year Board meeting and they shall serve a term of one year. The two active Fellows shall be appointed by the current sitting President. No member of the Nominating Committee may be nominated to any office during his/her term on the Nominating Committee.
Section 7.9. - Finance Committee.
The Finance Committee shall consist of at least three members. One of the members shall be a member of the Board of Governors and at least one individual who was a member of the committee during the previous year. The committee shall prepare a proposed budget for each fiscal year and shall review the financial condition of the corporation with the Treasurer periodically. The committee shall be available for consultation with the President and/or the Treasurer.
Section 7.10. - Student Awards Committee.
The Student Awards Committee shall consist of at least three members, all of whom shall be Fellows. The committee shall receive and review all papers and/or written briefs submitted for such competition awards and shall, by majority vote, unless prescribed otherwise by the Board, recommend to the Board of Governors of the College and appropriate third parties the winners in each category of award.
Section 7.11. - Publications Committee.
The Publications Committee shall coordinate existing publications of the College, set publications policy and serve as liaison between the Board of Governors and present and future publishers of printed or electronic books, directories, journals and other publications of, by, and for the College. It shall advise the Board of Governors on publications policy and perform any other publication related activities delegated to the committee by the Board of Governors.
Section 7.12. - Directory and Website Committee.
The Directory and Website Committee shall consist of five or more members, at least one member of whom shall have previously served as a member of the committee (following the year after its formation). The Chair of the committee shall be a Fellow of the College. The committee shall be made up of members appointed by the President who may be recommended by the committee Chair.
Section 7.13. - Marketing and Public Relations Committee.
The Marketing and Public Relations Committee shall consist of at least three members. The Chair of the committee shall be a Fellow of the College, one of the members shall be a member of the Board of Governors, and at least one individual who was a member of the committee during the previous year (following the year after its formation). The committee shall prepare a proposed annual marketing and public relations plan with a focus on promoting membership in the College. The plan shall include an annual budget and impact with goals and objectives. The plan is to be presented to the Treasurer, Finance Committee and Executive Committee 120 days in advance of the annual meeting for consideration and comment. The marketing plan shall be considered and voted upon at the annual meeting of the Board. The marketing plan budget will be considered as part of the annual budget of the College.
Section 7.14. - Ethics Committee.
The Ethics Committee shall consist of at least three Fellows or Members of the College. The Chair of the Committee shall be a Fellow of the College, one of the Members shall be a member of the Board of Governors, and at least one member who was a member of the committee during the previous year (following the year after its formation). Subject to the approval of the Board of Governors, the Committee shall research, assess, establish and publish the American College of Legal Medicine’s position on current, relevant ethical issues in health law.
ARTICLE VIII - Finance
Section 8.1. - Budget.
The proposed budget for the forthcoming fiscal year shall be prepared by the Finance Committee and shall anticipate all necessary expenses of the College. The Finance Committee shall submit the proposed budget for the approval of the Board of Governors prior to the first day of the forthcoming fiscal year.
Section 8.2. - Fiscal year.
The fiscal year of the College for tax and accounting purposes shall be the period from January 1 through the following December 31.
ARTICLE IX - Disciplinary Procedure
Section 9.1. - Judicial Council.
The Judicial Council shall be composed of five members, all of whom shall be Fellows-of-the-College. The Chair of the Judicial Council shall be appointed by the President each year from among the members of the Council. One member of the Judicial Council shall be nominated each year by the President for appointment by the Board of Governors for a term of five years, provided that, upon the adoption of these bylaws, the President shall nominate the names of five members for approval by the Board of Governors and the Board shall designate the term to be served by each. The President shall appoint a new member to fill an unexpired term of a member who has died, resigned or been removed, and the new member shall serve for a period which will complete such unexpired term.
Section 9.2. - Censure, Suspension or Expulsion of Members.
The Judicial Council shall hear and determine all disciplinary questions brought before it according to the procedures adopted in these bylaws. The Judicial Council shall review every complaint brought against a member of the College. The Council shall recommend to the Board of Governors the censure, suspension, or expulsion of a member of the College if the Council in its sole discretion determined that any of the following acts have occurred:
(a) Expulsion from membership of the American Medical Association, the Canadian Medical Association, the American Bar Association, or the Canadian Bar Association; or
(b) Revocation or suspension of a license to practice medicine or disbarment from the practice of law; or
(c) Conviction in a court of law of an offense involving moral turpitude; or
(d) Failure to abide by these bylaws; or
(e) Conduct which is detrimental to the interests of the College or the practice of Legal Medicine.
(f) Unprofessional or Unethical Conduct as defined in Article XII, Section 12.2 of these Bylaws.
Section 9.3. - Right to Petition for a Hearing.
Any member of the College may file with the Judicial Council a written petition of complaint requesting a hearing before the Judicial Council on any matter which constitutes grounds for the censure, suspension, or expulsion of any member of the College.
Section 9.4. - Investigation.
The Judicial Council shall investigate every complaint. The Council shall determine whether or not it shall have a formal hearing on each matter.
Section 9.5. - Notice.
The Judicial Council shall, by USPS Certified Mail (Return Receipt Requested), or by any other commonly acceptable means of delivery so long as receipt is confirmed, postmarked at least thirty (30) days prior to a formal hearing and mailed to the last known address of each person, notify all parties concerned or involved in the complaint. Such notice shall include the particulars of the complaint and the date, time, and location of the hearing.
Section 9.6. - Hearing.
Hearings shall be conducted by the Chair of the Judicial Council sitting with at least two other members of the Judicial Council. The hearing shall be conducted under rules of procedure which shall have been adopted by the Judicial Council. A copy of such rules shall be made available to all parties involved. Each party shall have the right to be represented by counsel at his own expense. Should any party fail to appear at a hearing without good and sufficient cause as determined in the discretion of the Judicial Council, the Judicial Council may consider the matter and take any action which it deems necessary or advisable based upon the evidence before it.
Section 9.7. - Decision of the Judicial Council.
The findings of fact in all cases as determined by the Judicial Council shall be final except as provided-for in Section 9.8 herein below. In all cases where the Judicial Council determines that there is insufficient evidence and grounds to uphold the complaint, the decision of the Judicial Council shall be final. However, in all cases, the findings of fact and recommendations of the Judicial Council shall be submitted to the Board of Governors.
Section 9.8. - Action by the Board of Governors.
The Board of Governors, at its next meeting following receipt of the written opinion of the Judicial Council, if such meeting is not less than ninety (90) days; if the next meeting is less than ninety (90) days, then at the following meeting, but, in no event, greater than two hundred seventy (270) days, shall consider the exercise of its final authority as to the disposition of all cases in which the Judicial Council recommends censure, suspension or expulsion of a Member. In such cases, the Board of Governors shall have the discretion to: 1) reverse the decision of the Judicial Council and thereby order the Secretary of the College to continue such Member’s status as one in good standing; 2) uphold the decision of the Judicial Council as to the censure, suspension or expulsion of a Member; 3) refer the case back to the Judicial Council for new proceedings if the accused Member, under all applicable College Bylaws, was not afforded his/her procedural rights thereunder; 4) uphold the decision of the Judicial Council against the accused Member and reduce the penalty imposed; or 5) remand the case back to the Judicial Council for further proceedings when the evidence on record is insufficient, in the opinion of the Board of Governors, to enable it to render a decision. For the purposes of this Section 9.8, "evidence on record is insufficient" shall mean the Board of Governors determines that: a) the evidence on record against the accused Member does not support the decision of the Judicial Council or does not warrant the penalty imposed; b) there is a clear showing that the Member or the College will likely be unreasonably harmed by a failure of the Judicial Council to consider additional evidence; and c) the Board of Governors decides that, without additional evidence, it cannot vote in favor of exercising its authority per subsections 1) or 4) of this Section 9.8. The Board of Governors shall give instructions to the Judicial Council on particular facts, laws, regulations and/or other relevant evidence to be considered on the record.
ARTICLE X - Seal
Section 10.1. - Seal.
The seal of the College shall bear as a central figure the scales of justice supported by the Staff of Aesculapius with a single serpent wrapped about it and shall also bear the corporate name. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The seal shall be kept in the custody of the College.
ARTICLE XI - Waiver of Notice, Parliamentary Authority, and Proxy Voting
Section 11.1. - Waiver of Notice.
Whenever notice is required to be given by statute, or under any provision of the Certificate of Incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Fellows, Board of Governors, or members of a committee of Governors need be specified in any written waiver of notice.
Section 11.2. - Parliamentary Authority.
The official parliamentary authority for all meetings of the College shall be the current edition of Sturgis Standard Code of Parliamentary Procedure. No provision of parliamentary procedure shall be effective if such provision is in violation of these bylaws, the Certificate of Incorporation, or the Laws of the State of Delaware. The annual meeting of Fellows or of the Board of Governors may, by unanimous consent, grant any motion, action, or request even though inconsistent with accepted parliamentary procedure. However, no motion, action, or request shall be valid if in violation of these bylaws, the Certificate of Incorporation, or the Laws of the State of Delaware. The presiding officer at any meeting may appoint a parliamentarian.
Section 11.3. - Proxy Voting.
No voting by proxy shall be permitted in the conduct of the business of the College or at any of the Fellows-of-the-College, Board of Governors or any of the committees.
ARTICLE XII - Code of Ethics
Section 12.1. - Code of Ethics.
For the purposes of the College and these Bylaws, the principles of ethics and/or professional responsibility of each particular member’s profession(s), certification(s), society(ies), university(ies) or organization(s), nationally and internationally, shall be applicable to that member as a Code of Ethics as a standard of review for their ethics and/or professional responsibility.
Section 12.2 - Unprofessional or Unethical Conduct.
Unprofessional or unethical conduct shall consist of:
(a) Violation of the Code of Ethics as stated in Article XII, Section 12.1; or
(b) Expulsion from membership in a professional organization, association or society for reasons involving unprofessional or unethical conduct, or
(c) Revocation or suspension of a license or certification to practice in one’s profession for reasons involving unprofessional or unethical conduct, or
(d) Conduct involving dishonesty, fraud, deceit, moral turpitude, or misrepresentation.
ARTICLE XIII - Checks, Notes, Drafts, Etc.
Section 13.1. - Checks, Notes, Drafts, Etc.
Checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for payment of money greater than One Thousand Five Hundred dollars ($1,500.) for any single transaction, whether paid by a single check or in the aggregate by more than a single check, shall be signed by the Treasurer and countersigned by the President, Secretary or Executive Director or other person or persons as the Board of Governors may designate from time to time. Payment of money less than or equal to One Thousand Five Hundred dollars ($1,500.) for any single transaction, whether paid by a single check or in the aggregate by more than a single check, may be signed by the Executive Director or by any other person or persons as the Board of Governors may designate from time to time.
ARTICLE XIV - Amendments
Section 14.1. - Amendments of the Bylaws.
The bylaws may only be amended at the annual meeting of the Fellows-of-the-College or at a meeting of the Fellows specifically called for that purpose in either of two ways:
(a) by a two-thirds majority of the Fellows present and voting, if the proposed change in the bylaws has been approved by a two-thirds majority of those present and voting in any meeting of the Board of Governors held within six (6) months preceding the annual meeting of the Fellows; or
(b) by a three-quarters majority of the Fellows present and voting.
ARTICLE XV - Miscellaneous
Section 15.1. - Grandfather Clause.
No change shall occur in the status of any member or Fellow of the corporation who is in good standing at the time of the adoption of these bylaws solely by reason of their adoption, any provision of these bylaws to the contrary notwithstanding.
Section 15.2. - Administrative Procedure.
The Board of Governors shall adopt procedure rules necessary or convenient to carry out any provision of the Certificate of Incorporation or of these bylaws and shall record and edit such rules in a “Handbook of Administrative Procedures of the College” for distribution to members.