AACE Bylaws from April 25, 2019 - Current

Introduction

The following constitute the Bylaws of the American Association of Clinical Endocrinologists, Inc., a  501(c)(6) corporation, incorporated under the laws of the state of Florida, organized to enhance the abilities of its members, physicians specializing in endocrinology, diabetes, and metabolism, to provide the highest quality of patient care.

These Bylaws reflect changes to the composition of the Board of Directors as amended by AACE Membership at its 2018 Annual Business Meeting (“2018 Meeting”).  These changes, made effective on the date of the 2018 Meeting, will require a multi-year transition, concluding at the beginning of the 2021-22 association year.  A transition plan was approved by the AACE Board of Directors and is policy of the association.
 

Chapter 1.  Definitions

1.1 Definitions:  As used in these Bylaws, the expression “AACE” shall mean the American Association of Clinical Endocrinologists and the phrase “endocrine disease” shall pertain to all disorders of the endocrine system and to metabolic disorders including diabetes mellitus.
 

Chapter 2.  Membership

2.1 Application for Membership:  Persons eligible for application for membership include any physician (MD, DO, or foreign equivalent) with an active, unencumbered license to practice medicine who is engaged, at least fifty percent (50%) of their work time, in the treatment of patients with endocrine disease or involved in research or educational activities relating to endocrine disease; fellows enrolled in a postgraduate training program for the treatment or investigation of endocrine disease; residents and medical students enrolled in a medical school accredited by the Association of American Medical Colleges and the American Osteopathic Association, or foreign equivalent.  A willful and material misstatement by the applicant shall be cause for rejecting the application.

2.2 Active Membership:  The qualifications for admission to active membership in AACE shall require that the applicant be a physician (MD, DO, or foreign equivalent) who has an active, unencumbered license to practice medicine in the United States and is engaged, at least fifty percent (50%) of their work time, in the treatment of patients with, or involved in research or educational activities relating to endocrine disease.  Each active member shall have the right to vote, hold office, be a director, and serve on committees so long as the member remains in good standing.  In extraordinary circumstances, approval of at least seventy-five percent (75%) of the Board members voting may waive the requirements for active membership and offer active membership to endocrine-related health professionals who have demonstrated distinguished service to AACE and the endocrine community.

2.3 Associate Membership:  The qualifications for admission to associate membership in AACE shall require that a physician be enrolled in a postgraduate fellowship training program for treatment or investigation of endocrine disease.  Associate members may vote, hold office, be directors, and serve on committees so long as the member remains in good standing.

2.4 Affiliate Membership: The qualifications for admission to affiliate membership in AACE shall require that a physician be enrolled in a postgraduate residency training program or be enrolled as a student in a medical school accredited by the Association of American Medical Colleges, the American Osteopathic Association, or foreign equivalent.  Affiliate members may not vote, hold office, be directors, or serve on committees.

2.5 Honorary Membership:  Honorary membership may be conferred by the Board of Directors upon such persons who have provided distinguished service to AACE or to the endocrinology community.  Honorary members shall not be required to pay any dues or assessments and shall not have the right to vote, hold office, or be directors, but may serve on committees.

2.6 International Membership:  The qualifications for admission to international membership in AACE shall be the same as those for domestic members with the provision that the applicant must be an internationally licensed physician who resides outside the United States of America, its territories or commonwealths.  International members may vote and serve on AACE committees so long as the member remains in good standing, but may not hold office or be a director.

2.7 Inactive Membership:  Inactive membership may be extended to former active members who are not actively practicing, or who are confronted by unusual, extenuating circumstances that preclude active membership as approved by the Board of Directors.  A member may remain in this category for up to two years, after which time the member must reactivate his/her membership or resign.  Inactive members are not required to pay dues or assessments, and may not vote, hold office, be directors, or serve on committees.

2.8 Emeritus Membership:  Active members who retired from significant remunerative professional activities and who have held continuous membership in good standing in AACE for fifteen (15) previous years and have served AACE either at the chapter/national level or are a charter member may apply for Emeritus status.  Emeritus members may vote, hold office, be a director, and serve on committees.  Emeritus members pay no dues but retain all rights to active membership.  Applicants for emeritus status who do not meet these criteria may apply to the Membership Committee for review as an exception.  Final approval for Emeritus membership shall be vested in the Executive Committee. 

2.9 Retired Membership:  (a) Retired Membership in AACE requires that a physician must have reached the age of 65 and be retired from clinical practice, but otherwise qualified for active membership in AACE within the previous five (5) years.  Retired members may vote, hold office, be directors, and serve on committees.  Retired members pay reduced dues as determined by the Board of Directors and retain all rights of active membership.

(b) Prior to the age of 65, members who have retired from clinical practice due to disability or financial hardship may apply for retired membership status, with adjudication on a case-by-case basis by the Board of Directors or a duly appointed committee.  They may vote, hold office, be directors, and serve on committees.

2.10 Election of Members:  (a) Applications for membership in AACE shall be forwarded to the AACE headquarters for processing and shall be accompanied by the application fee.  The Membership Committee will provide oversight for the application process.

(b) Requests for a change in membership status shall be made in writing to the Membership Chair at AACE headquarters. 

2.11 Dues and Assessments:  The Board of Directors shall determine the dues for each membership category.

2.12 Termination of Membership:  (a) When any action is taken which may result in the termination of a member’s rights to membership, for reason other than nonpayment of dues, the Association shall provide the member with written notification by certified US Mail, return receipt requested, of its proposed actions and the reasons therefore, at least thirty (30) days before the effective date of the termination of membership.  This written notification shall inform the terminated member that he or she has the right to petition the Board of Directors for a hearing.

(b) A request for a hearing shall be in writing.  Such hearing shall be before the current Board of Directors (as of the date of the hearing) making the decision on membership and shall afford the individual an opportunity to present evidence, either in writing or orally at the discretion of the Board of Directors.  Such hearing shall be held not more than fifteen (15) business days after the request for the hearing has been received by AACE.  The effective date of the termination of membership shall be postponed pending the decision of the Board of Directors. The decision of the Board of Directors shall be final.  Failure of the affected individual to request this hearing within thirty (30) days after receipt of notification shall constitute waiver of his or her right for this appeal.

(c) Subject to the above, AACE, through its Board of Directors, shall have the ultimate authority on the termination of membership

2.13 Reinstatement of Members:  A person whose membership has been terminated for reasons other than dues payment as explained in section 2.11 may be reinstated only upon a new application and election.

2.14 Discrimination:  Membership in any category of AACE or in any of its Chapters shall not be denied or abridged because of sex, color, creed, race, religion, disability, ethnic or  national origin, ­sexual orientation, or for any other reason unrelated to character or competence.  Nor shall membership in any category of AACE or in any of its Chapters be denied to any person who meets the requirements for membership as set forth in these Bylaws and in the bylaws of the applicant’s respective Chapters.  In considering applicants for membership, information as to the character, ethics, professional status and professional activities of the individual is considered.
 

Chapter 3.  Meetings

3.1 Place of Meeting:  All meetings of the members of AACE shall be held at such place as designated by the Board of Directors and stated in the notice of the meeting.

3.2 Annual Meeting:  An Annual Meeting of the members of AACE shall be held on a date to be designated by the Board of Directors, at which election results shall be announced for Officers and Board of Directors of AACE and other business transacted as may properly be brought before the meeting.  Elections shall be held as provided for in Chapter 6 of these Bylaws.

3.3 Special Meetings:  A special meeting of the members of AACE may be called at any time by the President with the approval of a majority of the Board of Directors, a majority vote of the Board of Directors, or by ten percent of the voting AACE members in good standing upon written request.

3.4 Notice of Meetings:  Notice is given if delivered in person, by regular mail, fax, e-mail, telephone or telegram, at least thirty (30) days prior to the meeting.  If notice is given by regular mail, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the address then appearing on the records of the Association, with postage prepaid.

3.5 Quorum for Meetings:  Quorum at the annual business meeting, as described in Section 3.2 of these bylaws, shall be the number of members present at the annual business meeting.  Quorum for a special meeting, as described in Section 3.3 of these bylaws, shall be at least ten percent (10%) of the total Association members.
 

Chapter 4.  Board of Directors

4.1 Composition of the Board of Directors:  (a) The President, President Elect, Vice President, Secretary, Treasurer, Immediate Past President, Chancellor, and an Endocrine Fellow-in-Training, shall serve as members of the Board of Directors with full Board privileges and voting rights along with not more than fifteen (15) elected Directors.  The term “elected Director” only applies to the “not more than fifteen (15) elected Directors” and does not include Officers or the Endocrine Fellow-in-Training. The term “Director” applies to elected Directors, Officers and the Fellow-in-Training.

(b) Qualifications:  Candidates for the elected Directors positions must have been members of AACE in good standing for at least three (3) consecutive years prior to the annual meeting that marks the start of Board service.

4.2 Election of the Board of Directors:  (a) Up to fifteen (15) elected Directors shall be elected in accordance with the Election Procedures set forth in Chapter 6 of these Bylaws.  Notwithstanding this provision, in the event that more than five (5) seats are being elected in any given year, due to a vacancy in an unexpired term, those candidates with the five (5) highest number of votes shall be elected to three-year (3) terms, with the other elected members being elected to such shorter terms as are necessary to ensure that an equal number of Directors shall be elected in future years.

(b) Newly-elected Board members shall assume their respective Board positions at the conclusion of the last session on the last day of the AACE Annual Meeting.

4.3 Term Limits: (a) The elected Directors shall serve for a term of three (3) years.  No elected Director shall serve for more than a maximum of two (2), three (3) year terms for a maximum of six (6) years unless first elected to fill an unexpired term.  In this case, if the remaining portion of the unexpired term is one (1) year, the candidate is eligible for two (2) full three (3) year terms in addition for a total of seven (7) years maximum of service.  If the unexpired term is two (2) years, only one (1) three-year term may be served for a maximum of five (5) years.  Notwithstanding the provisions in this section, those elected Directors who have completed their maximum tenure of service on the Board shall be eligible for one (1) additional three (3) year term following a minimum of five (5) years absence from the Board of Directors as a voting member, with the exception of past presidents of AACE, who will not be eligible for additional service on the Board as an elected Director.  The Nominating Committee will be allowed to nominate up to one (1) candidate for a third term during each election year.

(b) The endocrine Fellow-in-Training Director must be an associate member and shall be elected annually for a term of one (1) year by the Fellows-in-Training members of the Association present at an annual Fellows-in-Training members meeting, to be held during the Association’s Annual Meeting.

4.4 Vacancies:  If a vacancy occurs among the Directors, a member of the Association, eligible pursuant to Section 4.1 (b), may be appointed by the President, with the approval of a majority of the Board of elected Directors, to serve until the next annual election.  A member of the Association shall be elected at the next annual election in accordance with Chapter 6, Section 6.2 (a) and Chapter 4, Section 4.3 to complete the unexpired term.

4.5 Duties:  (a) The Board of Directors shall oversee the affairs of the Association during intervals between Annual Meetings, subject to the general policies established by the Board of Directors or the membership.

(b) The most recent policy actions shall be deemed to supersede contradictory past actions.  In the absence of a specifically applicable current statement of policy, the Board of Directors shall determine what it considers to be the position of the Association based upon the tenor of past and current actions that may be related in subject matter.  Such determinations shall be considered to be AACE policy until modified, approved or rescinded at the next annual or special meeting of the Association.

4.6 Meetings:  (a) Regular meetings of the Board of Directors shall be held at such time and place as the Board shall determine. Notice of each regular meeting shall be given at least thirty (30) days before each such meeting.

(b) Special meetings of the Board of Directors may be called at any time by the President or at the request of a majority of the members of the Board.  Notice shall be given at least three (3) business days before each such meeting.  The notice shall specify the general purposes of, and business to be transacted at the meeting, but other ­business may also be transacted.

(c) A majority of the members of the Board of Directors shall constitute a quorum.

(d) Notice is given if delivered to the members of the Board of Directors as prescribed in Chapter 3.4.

4.7 Chief Executive Officer:  The Board of Directors may employ a Chief Executive Officer for the Association. The Chief Executive Officer shall be directly responsible to the Board of Directors and serve at its pleasure.  The assignment of duties of the Chief Executive Officer shall be the responsibility of the Board of Directors. The salary of the Chief Executive Officer shall be determined by the Board of Directors.
 

Chapter 5.  Officers

5.1 Officers:  The Officers of the Association shall be the President, President Elect, Vice President, Secretary, Treasurer, Immediate Past President, and Chancellor.

5.2 Election of Officers:  (a) Qualifications:  Candidates for Officer positions must have completed a minimum of three (3) years of service as a voting member on the Board of Directors and that the final year of Board service as a voting member must have transpired within the five (5) prior consecutive years.  Qualifications for President must include at least two (2) full terms on the Executive Committee with the last term occurring within five years of assuming the Presidency.  Candidates for President Elect must have served at least one (1) full term on the Executive Committee within the past five (5) years.  The election of Officers shall be determined in accordance with the election procedures as set forth in Chapter 6 of these Bylaws.

(b) The President Elect, Vice President, Secretary, and Treasurer are elected for a term of one (1) year, by a majority vote of the eligible members submitting ballots. 

(c) All Officers shall immediately assume their respective offices and the President Elect shall automatically succeed to President at the conclusion of the last session on the last day of the AACE Annual Meeting.  If there is an election challenge, for contested positions, the prior office holders will continue in their positions until the election is declared final.

5.3 Term Limits:  An individual may serve no more than eight (8) full terms as an Officer.  If an individual does not complete his/her full term as an Officer, he/she will be eligible to serve for no more than one (1) additional term.  A “full term” is defined as serving for eight (8) months during an association year in any Officer position.

5.4 Vacancies:  (a) If the President becomes unable to perform the duties of the office, the President Elect shall serve as President until either the President can resume such duties or until the next annual business meeting.  In the event the President Elect serves as President for less than eight (8) months, this individual shall continue as President through the time for which originally elected.  If the President Elect's service as President exceeds eight (8) months, the term will have expired at the time of the Annual Meeting and a new President and President Elect shall be elected for the succeeding year.  Qualifications for President must include at least two (2) years on the Executive Committee with the last year occurring within five (5) years of assuming the Presidency.

(b) If the President Elect is unable to perform the duties of the office, the Board of Directors shall appoint an interim President Elect from either the current Vice President, Secretary, or Treasurer.  The appointee shall perform the duties of the President Elect and continue to serve in his/her original elected position until the succeeding annual election.    At the succeeding annual election, an election will be conducted for the office of President and President Elect. 

(c) In the event the President and President Elect are unable to perform their duties, the Vice President shall assume the duties of President until the President and President Elect are able to resume their duties or until the succeeding Annual Meeting.

(d) If the office of the Secretary, Treasurer, and/or Vice President shall become vacant, a member of the Board, eligible pursuant to Section 5.2 (a), shall be elected by a majority vote of the Board of Directors to serve until the next annual election.

(e) If the office of the Immediate Past President shall become vacant, the Chancellor shall assume the duties of the Immediate Past President.  In the following year, the office of Chancellor will remain vacant and the duties of the Chancellor will be assumed by the then sitting Immediate Past President.

(f) If the Office of the Chancellor shall become vacant, the Immediate Past President shall assume the duties of the Chancellor.

5.5 President:  The President shall preside at all meetings of the Board of Directors and Executive Committee and at all meetings of the membership, and shall ensure that all actions and resolutions of the membership, Board of Directors, and Executive Committee are carried out.  The President shall serve as the principal spokesperson for the Association in all forums provided, however, that the President, at his/her discretion, may designate an alternate spokesperson for the Association.  The President may, with the concurrence of the Board, also appoint ex officio, non-voting members to serve in such other positions and to assume such tasks as may be delegated by the President.

5.6 President Elect:  The President Elect shall, in the absence or disability of the President, perform the duties of the President and shall also perform such duties as the Board of Directors may prescribe.

5.7 Immediate Past PresidentThe Immediate Past President shall serve as Chair of the Past Presidents’ Council, and perform such duties as the President or Board of Directors may prescribe.

5.8 Vice PresidentThe Vice President shall perform such duties as may be required under Chapter 5.4 (b) and (c), and shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

5.9 SecretaryThe Secretary shall:  (1) Notify all members in advance of all Association member meetings; (2) Keep a record of proceedings of all Annual Meetings and meetings of the Board of Directors; and (3) Otherwise perform the duties expected of the Secretary.

5.10 Treasurer:  The Treasurer shall:  (1) Oversee the collection and retention of all funds due or accepted by the Association; (2) Expend the funds under the direction of the Board of Directors; (3) Submit to the Board of Directors an annual financial report; (4) Arrange for an audit of the financial records; and (5) Otherwise perform the duties expected of the Treasurer.

5.11 Chancellor:  The Chancellor shall perform such duties as the President or Board of Directors may prescribe.  The Chancellor’s role will be filled by the Immediate Past President from the previous association year.
 

Chapter 6.  Election Procedures

6.1 Nominating Committee:  (a) Composition and Eligibility:  The Nominating Committee shall be comprised of the Immediate Past President (the Chair), five (5) members appointed by the Board of Directors at the summer Board of Directors’ meeting and two (2) members selected by the Chapter Chairs through an electronic voting process, at least thirty (30) days prior to the AACE Annual Meeting under the direction of the Chapters Committee Chair, who will establish the criteria for voting with the Chapters Committee.  At least three (3) of the members appointed by the Board of Directors must have served for three (3) years or more on the Board of Directors.  A preliminary slate of Nominating Committee candidates must be presented by the Executive Committee to the Board for their consideration and modification at the summer Board of Directors’ meeting.  Members appointed to the Nominating Committee are ineligible for nomination for any Officer or Board position during their scheduled term of service on the Committee.  (The members may refuse the appointment to the Committee if they wish to retain their eligibility for office.)  In the event of any vacancy on the Nominating Committee, regardless of how created, the Board of Directors shall immediately appoint a replacement(s) to serve until the next Annual Meeting.  The President shall serve as an Ex Officio, nonvoting member of the Committee.

(b) Conduct:  The Immediate Past President shall serve as nonvoting Chair, except as otherwise provided for in this section, unless unavailable, in which case the President shall appoint a new Chair.  Any Committee member may abstain from voting on a particular candidate.  At least three (3) votes must be cast for the results to be valid.  If an even number of members vote and there is a tie, then the Nominating Committee Chair shall cast the deciding vote.

6.2 Nominating Committee Duties:  (a) Board of Directors.  The Nominating Committee shall be solely responsible for soliciting nominations for candidates for election to the Board of Directors at least one hundred and sixty (160) days prior to the AACE Annual Business Meeting.  A preliminary slate of candidates will be sent to the membership at least one hundred and twenty (120) days prior to the AACE Annual Business Meeting.  The Nominating Committee shall submit directly to the AACE membership a slate of candidates for the Board of Directors at least sixty (60) days prior to the AACE Annual Business Meeting.  The total number of candidates submitted by the Nominating Committee shall be equal to or greater than the number of open seats on the Board of Directors, but no more than twice the number of open seats, and shall attempt to provide for regional geographic representation on the Board.  Procedures for election of Board candidates and Officers shall be determined by the Board and will be included in the AACE Policy Compendium.  Election results will be announced at the AACE Annual Business Meeting.

(b) Officers:  Except as provided in Chapter 6, Section 6.2(a), the Nominating Committee may submit up to two (2) candidates for election for each office of President Elect, Vice President, Secretary, and Treasurer by mail-in or electronic ballot, or a combination thereof.  Members shall be given the option of submitting ballots either by mail or electronically.  Tabulation and certification of results shall occur as outlined for election of Board Members as set forth in Chapter 6, Section 6.2(a).

(c) Nominations from the Membership:  Nominations for elected Board positions and the Officer positions of President Elect, Secretary, Treasurer and Vice President may also be made from the membership, provided that the candidate otherwise qualifies under these Bylaws and a separate petition, in support of each nominee, signed by at least one percent (1%) of the eligible voting AACE members has been received by the Nominating Committee at least ninety (90) days prior to the Annual Business Meeting. 

6.3 Announcement of Election Results:  The election results for Officers and members of the Board of Directors shall be announced at the AACE Annual Business Meeting and notification provided to the AACE membership.

6.4 Retention of Ballots:  (a) Board of Directors and Officers:  Ballots for the election of members of the Board of Directors and Officers shall be maintained until the conclusion of the AACE Annual Business Meeting.

(b) Challenge to Elections:  Any challenge questioning the results of the election of members of the Board of Directors not occurring prior to the conclusion of the AACE Annual Business Meeting shall be declared invalid.  A call for a recount of election ballots must be approved by a two-thirds (2/3) majority of the membership in attendance at the AACE Annual Business Meeting for each contested office.  The results of a recount of election ballots shall be deemed final and no further challenges may be made.

6.5 Eligibility to Vote:  Members of AACE eligible to vote for the election of members of the Board of Directors shall be those provided for in Chapter 2 of the AACE Bylaws; provided, however, that only such members whose dues have been paid in accordance with Chapter 2.11(b) of the AACE Bylaws shall be eligible to vote.
 

Chapter 7.  Committees

7.1 Executive Committee:  The Executive Committee shall consist of the President, President Elect, Vice President, Secretary, Treasurer, Immediate Past President, and Chancellor.  The Executive Committee shall act on behalf of the Board of Directors to administer the affairs of the Association between meetings of the Board of Directors, subject to the general policies established by the Board of Directors.

7.2 Ad Hoc Committees:  All ad hoc committees and task forces shall be established by the President at the direction of, or with the approval of, the Board of Directors.  All such committees shall have only such authority as delegated by the Board of Directors and may make recommendations to the Board for establishment of Association policy.           

7.3 Standing Committees:  Except as otherwise provided, all standing committees shall be established by the President at the direction of, or with the approval of, the Board of Directors.  Except as otherwise provided, all such committees shall have only such authority as delegated by the Board of Directors and may make recommendations to the Board for establishment of Association policy.
 

Chapter 8.  Chapters

8.1 Chapters:  (a) A state, regional groups of states, or other groups may organize its AACE membership into an AACE chapter under a Chapter Chair as approved by the AACE Board of Directors.

(b) The Chapter Chair may be appointed initially by the National President at the suggestion of the chapter members.  Subsequently, the Chapter Chair shall be elected by a majority vote of the chapter members subject to the approval of the National AACE President or Executive Committee.

(c) The term of the Chapter Chair shall be determined by the chapter members subject to the approval of the National President or Executive Committee.

(d) Each state, region or group may formally organize the AACE Chapter under Chapter Articles of Incorporation, with election of the Chapter Officers and Chapter Directors and adoption of the Model AACE Chapter bylaws.  Any chapter bylaws or subsequent amendments must be recorded with the AACE Bylaws Committee.

(e) AACE retains the right to deny or rescind Chapter status, at its sole discretion.
 

Chapter 9.  Financial Policies

9.1 Financial Policies:  (a) The fiscal year of the Association shall be from January 1 to December 31, inclusive.

(b) No member of the Association shall have any right, title or interest, legal or equitable, in or to the properties or assets of this Association.  All of the assets of the Association shall be devoted exclusively for the purpose of the Association as set forth in the Articles of Incorporation.
 

Chapter 10.  Amendments

10.1 Amendments:  These Bylaws may be amended or repealed or new Bylaws adopted upon approval of at least two-thirds (2/3) of the votes cast, but no less than fifty percent (50%) of the AACE voting membership in good standing by mail-in or electronic ballot.  Alternatively, these Bylaws may be amended or repealed or new Bylaws adopted at the AACE Annual Business Meeting which action shall be determined, a quorum being present, by an affirmative vote of at least two-thirds (2/3) of the members present.  No Bylaws shall be amended, repealed, nor any new Bylaws adopted, unless written notice of such proposed action shall be mailed by the Secretary to each eligible AACE member in advance of the specified due dates as proscribed herein.  Mail-in or electronic ballots must be sent by the AACE Secretary to each eligible AACE member at least sixty (60) days in advance of the specified due date or shall be deemed invalid.  The AACE Secretary shall announce the results of the vote of the mail-in or electronic ballot at the Annual Business Meeting and in an organizational notice or newsletter.  No Bylaws shall be amended, repealed nor any new Bylaws adopted at the AACE Annual Business Meeting unless written notice of such proposed action is provided by the AACE Secretary to each member either in person, by regular mail, fax, e-mail, telephone or telegram at least thirty (30) days in advance of the AACE Annual Meeting.  Proposed changes in Bylaws from the membership must be made to the AACE Secretary by a signed petition of at least ten percent (10%) of AACE members in good standing. 
 

Chapter 11.  American College of Endocrinology

11.1  American College of Endocrinology:  The Board of Directors of AACE shall have full authority to determine the vote to be cast by AACE, as the sole member of the American College of Endocrinology, a 501(c)(3) corporation, incorporated under the laws of the state of Florida dedicated to promoting the art and science of clinical endocrinology, diabetes, and metabolism for the improvement of patient care and public health.
 

Chapter 12.  Dissolution

12.1 Dissolution:  The Association may be dissolved only upon the approval of at least two-thirds (2/3) majority of the voting AACE Board of Directors and voting membership, the latter of which must occur during a meeting of the membership.  Upon such dissolution, the Association shall, after the discharge of all of its liabilities, distribute all remaining assets to such organizations as the Board may determine which are both qualified as tax-exempt pursuant to the Internal Revenue Code (as then in effect) and are devoted to medical research, scientific or other purposes related to the practice of endocrinology.  Any assets remaining after any such distribution shall be distributed as ordered by a court of competent jurisdiction.

12.2 Mergers:  The Association may become a party to a merger only upon the approval of at least a two-thirds (2/3) majority of both the voting AACE Board of Directors and voting membership present at an AACE Annual Meeting wherein a quorum is present as stated in Chapter 3, Meetings. 
 

Chapter 13.  Parliamentary Procedure

13.1 Parliamentary Procedure:  Parliamentary procedure not provided for by these Bylaws for the conduct of AACE meetings (including meetings of the Board) shall be according to the American Institute of Parliamentarians Standard Code of Parliamentary Procedure.
 

Chapter 14.  Code of Medical Ethics

14.1 Code of Medical Ethics:  The principles set forth in the Code of Medical Ethics of the American Medical Association shall be the Principles of Medical Ethics for the American Association of Clinical Endocrinologists, and shall govern the conduct of the members of the Association in their relations to each other and to the public.  Opinions of the Council on Ethical and Judicial Affairs of the American Medical Association shall be used as a guide in the interpretation of the principles.