The Connecticut Chapter of the American College of Cardiology

Amended May 10, 2006
Amended May 19, 2010

 

Article I

Name and Purpose

Section 1. Name:  This organization, a not-for-profit corporation, shall be known as the Connecticut Chapter of the American College of Cardiology (hereinafter referred to as the “Chapter”).

Section 2. Purpose:  The purpose of the Chapter shall be to contribute to the prevention of cardiovascular diseases and to ensure optimal quality of care for individuals with such diseases.  In carrying out these purposes, the Chapter shall function, in consultation with the leadership of the American College of Cardiology, as a source of advice to local and Connecticut governmental and professional organizations and promote professional education issues related to cardiovascular disease.  The Chapter shall, in the interest of patients, physicians, and the public in general, maintain a high level of social consciousness and involvement with socioeconomic factors and access to the highest possible quality of cardiovascular health care.

 

Article II

Membership

Section 1. Eligibility:  All members of the American College of Cardiology residing or working in Connecticut shall be eligible for membership in the Chapter.

Section 2. Classes of Members:  The Chapter shall have four classes of membership.  The qualifications for membership in the respective classes are:

a) Active Members: all Fellows, Associate Fellows, Affiliates, Distinguished Fellows and Honorary Fellows of the American College of Cardiology.
b) Fellows-in-Training Members: all Fellows-in-Training of the American College of Cardiology.
c) Emeritus Members: all Emeritus Members of the American College of Cardiology.
d)  Cardiac Care Associate Members: all Cardiac Care Associate members of the American College of Cardiology.

Section 3. Voting and Office Holding Rights:  Only Active Members of the Chapter in good standing shall be eligible to vote.  Only members of Fellowship status may hold office in the Chapter; other Classes of Chapter membership shall be eligible to serve on committees of the Chapter.

Section 4. Termination of Membership:  Membership in the Chapter shall terminate when the member ceases to hold membership in the American College of Cardiology .

 

Article III

Officers

Section 1. Officers:  The officers of the Chapter shall consist of the President, the Immediate Past President, and the Secretary-Treasurer.  The American College of Cardiology Governor for the state of Connecticut shall serve concurrently as the President of the Chapter.  The American College of Cardiology Immediate Past Governor for the state of Connecticut shall serve concurrently as the Immediate Past President of the Chapter.

Section 2. Election and Term of Office:  Governors of the College are elected through a process as set forth in the Bylaws of the American College of Cardiology. The term of office for College Governors is three (3) years; therefore, the Chapter President’s term shall be for a like number of years.  The Chapter Immediate Past President shall also serve a term of three (3) years. The Chapter Secretary-Treasurer shall serve a term of two (2) years and shall be elected by the members of the Chapter by ballot.  The Secretary-Treasurer may serve a maximum of two (2) consecutive terms as Secretary-Treasurer.

Section 3. Vacancies:  If a vacancy for the office of President occurs for any cause, it shall be filled, after consultation with the Chapter, in accordance with the Bylaws of the American College of Cardiology.  If the offices of Immediate Past President or Secretary-Treasurer become vacant, these positions shall be filled by action of the members of the Council and subsequently ratified by the members of the Council.

 

Article IV

Duties of Officers

Section 1. President:  The President of the Chapter, who currently is the American College of Cardiology Governor for the state of Connecticut, shall be the chief elected officer of the Chapter, in consultation with the Council.  The president shall serve as the Chairman at all meetings of the membership and of the Council.  The President, in consultation with the Council and committee chairmen, shall appoint the members of all standing and special committees of the Chapter.

Section 2. Immediate Past President:  The Immediate Past President shall assist the President in the discharge of the duties of the President as the President may direct, and shall perform such duties as from time to time may be assigned by the President.  In the absence of the President, the Immediate Past President shall perform the duties of the President.

Section 3. Secretary Treasurer:  The Secretary-Treasurer shall insure that: 1) a current roster of all members of the Chapter is maintained, 2) all notices of meetings of the Chapter and of the Council are sent, 3) a record of all proceedings of all meetings of the Chapter is kept, 4) serve as the principal financial officer of the Chapter and shall have responsibility for maintenance of adequate books and accounts of the Chapter, 5) have charge and oversee all funds and securities of the Chapter, and shall oversee the receipt and disbursement thereof, 6) insure the deposit of all funds and securities of the Chapter in such banks, trust companies or other depositories as shall be selected by the council, and 7) in general perform all duties customarily incident to the offices of Secretary and Treasurer and such other duties as from time to time may be assigned by the Chapter President or Council.  If required by the Council, the Secretary-Treasurer shall give a bond for the faithful discharge of duties of that office in such sum and with such surety or sureties as the Council shall determine, the cost of any such bond or surety to be paid from the funds of the Chapter.

 

Article V

Council

Section 1. General Powers:  The administration, property and activities of the Chapter shall be managed by its Council.

Section 2. Composition:  The Council shall consist of the officers of the Chapter; nine (9) area councilors from different geographic areas, one (1) Cardiac Care Associate member, and one (1) Fellow-in-Training member.

Section 3. Vacancies:  A vacancy on the Council for members other than the President may be filled by action of the members of the Council at any meeting of the Council.  The individual so appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor.

Section 4. Meetings:  Meetings of the Council may be called by the Chapter President, who also serves as Chairman of the Council, or at the request of a majority of Council members.  The President shall fix the place for holding all council meetings unless otherwise directed by the Council.  The Council shall meet at least twice each year.

Section 5. Notice:  A notice stating the place, day and hour of the meeting and the purposes for which the meeting is called shall be mailed to each council member not less than thirty (30) days before the date of the meeting.

Section 6. Quorum:  A majority of the members of the Council, when duly called and assembled, shall constitute a quorum for the transaction of business at any meeting of the council.

 

Article VI

Committees

Section 1. Establishment and Composition:  Committees may be established by resolution of the Council adopted at any duly called and constituted meeting.  The size, purposes, and powers if any such committee shall be as provided in such resolution.  The President of the Chapter shall, in consultation with the Council, appoint the members of each such committee.  All Standing Committee appointments must have the approval of the Council.  The term of service of a committee member may be terminated by the president, whenever, in the judgment of the President and the Council the best interests of the Chapter shall be served by such termination.

Section 2. Term of Office:  The term of office for the members of all committees, with the exception of the Nominating Committee, shall be determined by Council.

Section 3. Chairman:  A chairman for each committee, with the exception of the Nominating Committee, shall be appointed by the President of the Chapter.

Section 4. Vacancies:  Vacancies in the membership of any committee shall be filled by appointment made by the chapter president.  Standing committee vacancy replacements require the approval of the Council.  The individual so appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor.

Section 5. Reporting:  All Chapter committees shall report to the Council.

Section 6. Standing Committees:  Standing Committees of the Chapter shall be: Executive Committee, Advocacy/Government Relations Committee, Nominating Committee, CAC Committee, and a Communications Committee.

Section 7. Special Committees:  Upon recommendation by the Chapter President, the Council may establish special or ad hoc committees to address special subjects of interest to the Chapter.

Section 8. Nominating Committee:

Committee Composition:  The immediate Past President shall serve on this committee.  With the Past President representing his/her area, the Chapter President shall select four additional chapter members to this committee.  These shall be area councilors or members of other chapter committees.  The Immediate Past President shall not be eligible to serve as committee chairman.  Each year, the chairman of the committee shall be elected by the members of the committee.

It is recommended that whenever possible, consideration be given for a balanced representation on this committee (i.e., Adult Cardiology, Pediatric Cardiology, Cardiovascular Surgery, Private Practice, Academic Practice).

Term of Committee Membership:  The term of the Immediate Past President shall be for as long as that individual holds office as Immediate Past President of the Chapter.  The remaining members of the committee shall serve one year terms.  No member shall be eligible to serve a second consecutive term on the committee.  Vacancies in the membership of this committee shall be filed by the process set fourth in Article VI, Section 4 of the Bylaws.

Charge and Function of Nominating Committee:   The Committee shall recommend to the Council a nominee for each area councilor position whose term is due to expire.  Nominations shall be restricted to Active members of the Chapter residing in the area where the vacancy is to occur.

The committee shall recommend to the Chapter membership at the annual business meeting the committee’s nominee for the office of Secretary-Treasurer.

 

Article VII

Dues and Assessments

Annual dues and assessments shall be set by the Council and approved by the American College of Cardiology prior to implementation.

 

Article VIII

Reporting

The Chapter shall submit to the American College of Cardiology an annual report which includes: a) a statement of income and expenses signed by a duly-authorized Chapter officer (Usually the Secretary-Treasurer); b) a copy of Internal Revenue Service Form 990 and other required IRS forms submitted by the Chapter; and c) a summary of Chapter activities for the previous twelve moth period and plans for the coming year.

 

Article IX

Chapter and National Relations

Neither the Chapter nor any of its officers, or members, is authorized to represent or in any way bind the American College of Cardiology, unless authorized to do so by the College President, nor will any of them in any way hold themselves out as being authorized to do so without specific authorization of the College President.  The College shall inform the Chapter of all Policy and position statements in order for Chapter statements to be consistent with those of the College, and major new policy statements by the Chapter shall be developed in consultation with College leadership.  The relationship between the Chapter and the governing bodies of the American College of Cardiology is defined in the American College of Cardiology Constitutions and Bylaws.  Article X of the Constitution states that:

1) Chapters may be organized under guidelines established by the ACC Board of Trustees for the purpose of furthering the objectives of the College;

2) Articles or Certificates of Incorporation and Bylaws of each Chapter must be approved by the Board of Trustees of the College; and

3) after incorporation, no chapter shall amend, restate, or otherwise change the provisions of the Articles of Incorporation, Bylaws or other governing documents without the approval of the ACC Board of Trustees.

The American College of Cardiology may terminate Chapter status for any Chapter if the ACC Board of Trustees finds that the Chapter engaged in activities detrimental to the best interests of the College.  The Chapter shall be afforded an opportunity to be heard pursuant to such reasonable procedures as the ACC Board of Trustees shall provide.

 

Article X

Dissolution

Upon dissolution of the corporation, all its assets, after payment of all debts and other liabilities, shall be paid and distributed to the American College of Cardiology.

 

Article XI

Indemnification

To the full extent permitted by law, the Chapter may indemnify any and all of its officers, council members and committee members for certain expenses and other amounts paid in connection with legal proceedings in which any such person becomes involved by reason of serving in any such capacity with or for the Chapter.

The Chapter shall purchase and maintain insurance on behalf of any or all officers, council members or committee members against any liability asserted against any such person, and incurred in any such capacity, whether or not the Chapter would have the power to indemnify them against such liability under the provisions of this article.

 

Article XII

Ethics

Members of the Chapter are expected to exhibit high ethical and moral standards.  The Bylaws of the American College of Cardiology provide a mechanism for addressing matters related to the ethical conduct of all members of the College.

 

Article XIII

Amendments

Bylaws may be amended or repealed and new Bylaws may be adopted by mail ballot with a two-thirds (2/3) approval by the respondents, provided that written notice of the proposed change or changes has been mailed to each voting member at least thirty (30) days before the final vote count.  However, before becoming effective such amendments must have the approval of the Board of Trustees of the American College of Cardiology.