As Adopted as of December 2, 2017
ARTICLE I - EFFECTIVENESS OF BYLAWS AND GOVERNANCE POLICIES
The provisions of these Bylaws and the Governance Manual shall inform the governance of the American College of Cardiology (hereinafter referred to as “ACC” or the “College”). In the event of any inconsistency between these Bylaws and ACC’s Articles of Incorporation, the District of Columbia Nonprofit Corporation Act (the “Act”), or applicable federal law, the provisions of the Articles, Act, or federal law shall apply., where not inconsistent with ACC’s Articles of Incorporation, the District of Columbia Nonprofit Corporation Act (the “Act”), or applicable federal law.
ARTICLE II - PURPOSES AND POWERS
The mission of the American College of Cardiology is to transform cardiovascular care and improve heart health.
ARTICLE III - MEMBERSHIP
Section 1 - CATEGORIES OF MEMBERSHIP
The membership of the College shall be of the following classes: Master, Master Emeritus; Fellow, Fellow Emeritus; Distinguished Fellow, Honorary Fellow; Associate Fellow; and International Associate. There shall also be classes for Fellow in Training (FIT) and Medical Resident. In addition there shall be classes of Cardiovascular Team Member, Associate of the American College of Cardiology; and CV Team Student.
And, there shall be classes of Cardiovascular Administrator and Affiliate. Only a Fellow, Fellow Emeritus, Distinguished Fellow and Honorary Fellow shall be privileged to use the letters "FACC" after his/her name. Only a Master and Master Emeritus shall be privileged to use the letters "MACC" after his/her name. Only an Associate of the American College of Cardiology shall be privileged to use the letters "AACC" after his/her name.
Section 2 - Qualifications and Application for Membership
The qualifications and process to apply for membership shall be proposed through the Credentialing and Member Services Committee, a subcommittee of the Membership Committee. The qualifications and process for becoming a member may be waived by the Credentialing and Member Services Committee in individual cases.
- Master - Fellow of the College who has been active in the College for more than fifteen years may be recommended to the Board of Trustees to be designated a Master of the American College of Cardiology (MACC). Annually the Officers and Trustees of the College shall be asked individually to submit names of suggested nominees to the Awards Committee which, in turn, shall make its recommendation to the Board of Trustees. Additionally, past presidents are recognized as Masters and Trustees Emeritus. Election shall be by a majority vote of the Board of Trustees.
- Fellow - United States, U.S. Territories and Canada – This category of membership requires initial certification by a primary specialty board such as internal medicine and an applicable subspecialty board such as cardiovascular disease which holds membership in the American Board of Medical Specialties or the Bureau of Osteopathic Specialists of the American Osteopathic Association. Lacking initial board certification, the candidate is expected to have made important scientific contributions over a period of years to a cardiovascular field. Additionally, the candidate shall provide evidence of having attained peer recognition as practicing cardiovascular specialist or as a scientist.
- Fellow - This category of membership requires that the candidate applying for Fellowship is recognized as clearly outstanding in his/her country by holding a leadership role in cardiology; or being Professor or Associate Professor; or having achieved an international reputation with a sizeable number of publications in cardiovascular related peer-reviewed indexed journals.
- Distinguished Fellow - A Fellow of the College who has performed outstanding service in the interest of the College may be recommended to the Board of Trustees to be elected Distinguished Fellow. Annually the membership shall be asked to submit names of suggested nominees to the Awards Committee which, in turn, shall make its recommendation to the Board of Trustees. Election shall be by a majority vote of the Board of Trustees.
- Honorary Fellow - Any qualified scientist or physician is eligible to become an Honorary Fellow. Annually the membership shall be asked to submit names of suggested nominees to the Awards Committee which, in turn, shall make its recommendation to the Board of Trustees. Election shall be by a majority vote of the Board of Trustees.
- Associate Fellow - United States, U.S. Territories and Canada – For this category of membership, the candidates shall have satisfactorily completed a formal cardiovascular related training program in fulfillment of requirements for admission to an initial examination by a subspecialty board which holds membership in the American Board of Medical Specialties or the Bureau of Osteopathic Specialists of the American Osteopathic Association. Lacking initial board certification, candidates are expected to provide evidence from his/her community of having attained peer recognition as practicing cardiovascular specialists or as a scientist.
- International Associate - This category of membership is for the international cardiovascular physician or scientist candidate who does not meet the requirements for FACC. The candidate will be recognized in his/her own country by having relevant recognized/accredited medical education, cardiovascular training, and licensure/certification OR cardiovascular-related academic or research appointment at a recognized institution.
- Fellow-in-Training - United States, U.S. Territories and Canada – This category of membership requires that the candidate be currently engaged in a formal cardiovascular related training program in fulfillment of requirements for admission to an initial examination by a subspecialty board which holds membership in the American Board of Medical Specialties or the Bureau of Osteopathic Specialists of the American Osteopathic Association. A Fellow-in-Training member will transition to the Associate Fellow category upon successful completion of the training program.
- Fellow-in-Training – Residing outside the United States, U.S. Territories and Canada – This category of membership requires that the candidate be currently engaged in a formal cardiovascular-related training program. An international Fellow-in-Training will transition to the International Associate category upon successfully completing the training program.
- Medical Resident - This category of membership requires that the candidate be enrolled in an accredited program in the U.S. or Canada. Resident memberships would align with current ACC processes including the membership year and dues cycle. Unlike FIT memberships, these memberships will be required annually.
- Cardiovascular Team Member - This category of membership is available to a professional in the cardiovascular work setting. A Cardiovascular Team member shall have recognized education, training, and licensure/certification, and/or formal appointment relevant and customary for the professional type.
- Associate of the American College of Cardiology (AACC) - This category of membership requires that the candidate be (a) a nurse, nurse practitioner, clinical nurse specialist, clinical pharmacist, physician assistant, or cardiovascular technologist, (b) is nationally board certified by a credentialing body recognized by the American College of Cardiology, (c) has been a member of the ACC for at least two years, and (d) has at least five years of experience in a clinical area of expertise within cardiology.
- CV Administrator – This category of membership is for the cardiovascular administrator.
- Affiliate - This category of membership is available to non-cardiovascular physicians, scientists, or professionals not otherwise eligible for any other category of membership. Relevant to the professional type shall have recognized/accredited education, training, certification/licensure; OR appointment at a recognized institution.
- Emeritus Status – A Master, Fellow, Associate Fellow, Associate of the American College of Cardiology (AACC), or Cardiovascular Team Member who has been active for more than 5 years, is fully retired and is 65 years of age or older is eligible upon request to be named Emeritus. Alternatively, emeritus status is also available for Masters, Fellows, and Associate Fellows who have been a member of the College for more than thirty consecutive years, are 60 years of age, and are fully retired. Finally, Associates of the American College of Cardiology (AACC) or Cardiovascular Team Members who have been a member of the College for more than 5 consecutive years, are 60 years of age and are fully retired are also eligible for emeritus status. Emeritus status permits a waiver of national and applicable chapter dues and fees, but not the cost of the hard copy College journals.
Section 3 - Resignation and Removal
A member may resign at any time by written notice to the Member Services Department of the College. In addition to the discipline procedures in the Governance Manual and Article XII of these Bylaws, a member shall be removed with approval of the Ethics and Discipline Committee or upon ceasing to meet the qualifications for membership set forth in Article III, Dues and Fees, Section 1 or 2, whichever is applicable.
ARTICLE IV - Dues and Fees
Section 1 - ANNUAL DUES
Annual Dues shall be required of all members of the College except Fellows-in-Training, Honorary Fellows, Distinguished Fellows and Emeritus. Additionally, Chapter dues shall be required for all physician members residing in the United States or a U.S. Territory that has a Chapter. Annual dues, at one-half the current dues rate, shall be required of those members who have been granted reduced dues status, in accordance with criteria established by the Finance Committee. The amount of the annual dues shall be determined by the Board of Trustees.
Section 2 - WAIVER
On the recommendation of the Finance Committee, and without publication thereof, annual dues may be waived in whole or in part for any member of the College. Further, a member at any age, if working less than 20 hours per week, can be granted reduced dues status in the College for up to two years. Reduced dues members shall be required to pay dues at one-half the current dues rate and will receive the College journal only by electronic delivery or pay cost of the hard copy journal. Reduced dues members must request in writing a continuation of such status after two years. Members who have ongoing need for a dues exemption (e.g., long term disability or illness) will be eligible for Emeritus Status.
Section 3 - DELINQUENCY
A member who is delinquent in dues thereby loses all privileges of the College. A member whose dues are delinquent for a period of two years may be dropped from the roll of the College by action of the Board of Trustees. The College shall notify a member of such anticipated action prior to dropping the member.
Section 4 - TERMINATION
Any Fellow whose membership in the College has been terminated shall not append the FACC (or if applicable, MACC) designation to their name or claim or imply membership in the College. Any Associate whose membership in the College has been terminated shall not append the AACC designation to their name or claim or imply membership in the College.
Section 5 - REINSTATEMENT
Any member dropped from membership because of delinquency or resignation may be considered for reinstatement once, utilizing one of the following provisions: a) To restore the original year of membership record, all unpaid dues will be paid in full and annual dues payments will be required thereafter; or b) to re-establish the membership record as of the current year, current year dues are required in full and annual payments will be required thereafter.
ARTICLE V - Board of Trustees
Section 1 - GENERAL POWERS
All corporate powers shall be exercised by or under the authority of the Board of Trustees, and the activities and affairs of the College shall be managed by or under the direction, and subject to the oversight, of its Board of Trustees.
The Board of Trustees shall act as a board of directors as that term is used under the Act.
Section 2 - SIZE AND TERM LIMITS
The Board of Trustees shall have fiduciary responsibility and be responsible for the governing policies of the College. The Board of Trustees shall have the power to make Bylaws for the governance of the College and to alter, change or amend such Bylaws. Additions, deletions and revisions of the bylaws must be circulated to the Board of Trustees 30 days prior to any action including approval of such changes. The 30-day notification requirement may be waived if the Board of Trustees provides a two-thirds majority to suspend this notice. The Governance Committee will undertake a formal review of the bylaws every three years and is responsible for maintaining this document.
Section 3 - BOARD SIZE AND MEETINGS
The Board of Trustees shall have thirteen members. The majority of Members of the Board of Trustees must be members of the ACC pursuant to the qualifications described in Article II. The Board of Trustees shall meet at least six times a year, with at least one of such meetings to be held at the location of the annual business meeting of the College. A quorum mandates a minimum of seven Trustees be in attendance and available to vote on any action needed.
Section 4 - TERM OF OFFICE
The term of office of a Trustee shall be three years with a maximum of two three-year terms, except that no such term limit shall apply to the President, Vice President, or the Treasurer of the College, if an individual’s term as President, Vice President or Treasurer shall cause such individual to exceed the Trustee term limit.
Section 5 - NOMINATION AND ELECTION; FILLING OF VACANCIES
The slate of Officers and Trustees shall be nominated by the Nominating Committee and approved by the Board of Trustees. The Board of Trustees shall create criteria and guidelines for Trustee identification, selection, nomination, and evaluation to determine if a candidate meets the competencies and fulfills the needs of the College.
In addition, Trustees shall be selected by the Nominating Committee and subsequently approved by the Board of Trustees to fill the unexpired terms of members of the Board of Trustees whose seats are vacated by death, by resignation, or by the application of Section 6 of this Article IV. Following approval by the Board of Trustees, the Nominee will immediately become a Trustee and complete the remainder of the unexpired term. Like other Trustees, he/she is eligible for a subsequent three-year term. The Trustee filling the vacancy may serve until the end of the current three-year term of the vacant seat. Individuals filling a vacant Trustee seat shall not have such period of service count as a “Term” for purposes of the term limits set forth in these Bylaws, provided that no individual may serve more than seven total years as a Trustee, including the time (if any) when such individual filled a vacant Trustee seat.
Section 6 - PAST PRESIDENTS
Past Presidents will be invited to attend a meeting at the annual scientific sessions with the President, and the Chief Executive Officer. Other Trustees may also attend, if desired.
Section 7 - AUTOMATIC REMOVAL
Any voting member of the Board who fails to attend in person two regular meetings without valid written excuse shall be automatically dropped from the Board of Trustees.
Section 8 - MEMBERSHIP COMMITTEE CHAIR
The Chair of the Membership Committee shall be nominated by the nominating committee and approved by the Board of Trustees as one of its thirteen members. The term shall be two-years and will not be eligible for reappointment.
Section 9 - VOTING PROCEDURE, NOTICE
Board meetings shall be held within or without the District of Columbia, upon notice of the date, time and place of each meeting by mail, overnight courier, electronic mail or other mode of written transmittal. Oral notice of meetings of the Board of Trustees may be provided in lieu of written or electronic notice. Regular meetings may be held without notice if all of the Trustees are present in person, or if notice is waived in writing by those not present prior to the meeting.
Special meetings of the Board of Trustees shall be preceded by at least two days' notice of the date, time, and place of the meeting by mail, overnight courier, electronic mail, or other mode of written transmittal. Notice may be waived in writing by those not present prior to the meeting.
The President may call and give notice of any meeting of the Board of Trustees. Special meetings of the Board of Trustees may also be called by or at the request of twenty percent of the Trustees then in office.
A majority of the voting Trustees shall constitute a quorum for any meeting of the Board of Trustees. A tie vote by the Board of Trustees on any matter presented for a vote shall fail. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, except as otherwise provided by the Act. Each Trustee shall have one (1) vote on all matters submitted to a vote of the Board. No Trustee voting by proxy shall be permitted.
Any person participating in a meeting of the Board of Trustees may participate by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and otherwise fully participate in the meeting. Such participation shall constitute presence in person at the meeting.
In addition, any action required or permitted to be taken by the Board of Trustees may be taken without a meeting if each Trustee signs a consent in the form of a record, as such term is defined by the Act, describing the action to be taken and delivers it to the College in writing or by electronic mail. Action taken under this section shall be the act of the Board of Trustees when one or more consents signed by all the Trustees are delivered to the College.
ARTICLE VI - Committees
Section 1 - COMMITTEES HAVING BOARD AUTHORITY
The Board of Trustees, by resolution adopted by a majority vote at a meeting at which a quorum is present, may create and discontinue board committees composed exclusively of current Trustees (“Board Committees”) which, to the extent provided in said resolution, shall have and exercise the authority of the Board of Trustees in the management of the Foundation. The designation of and the delegation of authority to such Board Committees shall not operate to relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed upon them by law. Board Committees, if formed, must consist exclusively of Trustees. When requested, Committee Chairs shall report at meetings of the Board of Trustees.
Section 2 - MAJOR OPERATING COMMITTEES
The Board of Trustees may create and discontinue Major Operating Committees, which shall not have the authority of the Board, but which report directly to the Board of Trustees. The following committees are Major Operating Committees:
- Audit and Compliance Committee
- Finance Committee
- Membership Committee
- Executive Committee
- Governance Committee
- Nominating Committee
- Health Affairs Committee
- Science and Quality Committee
- Lifelong Learning Oversight Committee
- NCDR Management Board Committee
- Accreditation Committee
- Publication and Editorial Coordination Committee
Section 3 - COMMITTEES, WORK GROUPS, AND COUNCILS
The Executive Committee, Nominating Committee, Governance Committee, Finance Committee, Audit and Compliance Committee, and Membership Committee shall be Standing Committees of the College (“Standing Committees”) in addition to their designation as Major Operating Committees as set forth in Article VI, Section 2 of these Bylaws. All Board Committees, Major Operating Committees, Standing Committees, and Councils, Work Groups, Task Forces, ad-hoc bodies, and other committees (collectively, “Committees”) shall consist of a Chair and two or more members of the College. The Nominating Committee shall have the privilege of recommending to the Board of Trustees the appointment and reappointment of Committee members, and the filling of vacancies on all Committees as may be necessary to carry on the activities of the College.
Currently serving Trustees are limited in the other volunteer positions they may hold. Trustees may only concurrently serve as a Chair, Chair-Elect, or member on a Board Committee or Standing Committee of the College, or as Chair of the Board of Governors; Trustees may not serve on any other Committees. The President may recommend to the Board of Trustees the formation of all special task forces to address time-specific needs of the College.
The members of Committees shall hold office until their successors have been appointed. Except where otherwise provided within these Bylaws or individual Committee charters, or where a Committee is time-limited in its focus, all committee members may serve up to two consecutive three-year terms.
Nominating Committee members shall each serve a one-year term and may be reappointed for two additional terms, up to a maximum of three consecutive one-year terms.
The term of an individual’s service as the Chair or Chair-Elect of a Committee shall not count against that individual’s total term limit on a Committee. After a three-year hiatus from a given committee, members may be reappointed to that committee. Members of ad hoc committees shall hold office until the accomplishment of the purposes for which they were appointed.
Section 4 - REPORTING TO BOARD OF TRUSTEES
When requested, Committee Chairs shall report at meetings of the Board of Trustees.
Section 5 - EXECUTIVE COMMITTEE
The Executive Committee, when convened, shall operate as a Board Committee and shall include the President, Vice President, Treasurer, Secretary and one at-large Board member who is nominated by the Nominating Committee and approved by the Board of Trustees. The Executive Committee meets only in an emergency when a vote is required by the Board of Trustees and a quorum of the Board (at least seven Trustees) cannot be met. In such instance, a majority of the Executive Committee will carry any action, except where provided otherwise by law or by these Bylaws.
Section 6 - NOMINATING COMMITTEE
The Nominating Committee shall consist of a Chair, Chair-Elect, and six members of the College. The immediate Past President shall serve as Chair of the Nominating Committee. The current President shall serve as Chair-Elect of the Nominating Committee. The Nominating Committee members shall be appointed by the Governance Committee, subject to approval by the Board of Trustees. Each Nominating Committee member shall serve a one-year term, renewable up to three consecutive one-year terms. A minimum of five members must be present to achieve a quorum.
The Nominating Committee shall present to the Board of Trustees for its approval a slate of nominees to serve on committees, on the Board of Trustees, and as Officers of the College. The Nominating Committee shall not nominate any of its members for office. In addition to the slate submitted by the Nominating Committee, other nominations for each office, excluding ex officio positions may be made by submitting such names in writing to the Secretary of the College for presentation to the Board of Trustees. Such nominations must be made in writing, stating clearly the qualifications of the candidate, thirty days in advance of the Board of Trustees meeting and must be signed by ten Fellows and/or AACC members of the College.
ARTICLE VII - Member Sections
Section 1 - PURPOSE
Member Sections (“Sections”) are formed in order to further the objectives of the College in an area of cardiovascular medicine or practice. The scope of a Section shall be sufficiently broad to represent active professional interests of a substantial segment of the College. Responsibility for creating Sections rests with the Board of Trustees.
Section 2 - DUES
Sections shall charge annual nominal dues to support Section activities. Only members may join sections.
Section 3 - GOVERNANCE
Each Section is governed by a Section Leadership Council proposed by the Section, advanced after review by the Nominating Committee, and approved by the Board of Trustees. Section Leadership Councils shall function in accordance with the Section’s charge for the purpose of serving the needs of the Section. Each Section shall report to the Section Steering Committee, and shall ensure bi-directional communication between Section members and College leadership, while promoting the strategic mission of the College through Section activities and objectives.
The members of Section Leadership Councils shall hold office until their successors have been appointed. Council members may serve up to two consecutive three-year terms. After a three-year hiatus from a given Section Leadership Council, members may be reappointed to that Section Leadership Council.
ARTICLE VIII – Officers
Section 1 - OFFICERS, GENERALLY
The Officers of the College shall consist of a President, a Vice President, a Secretary and a Treasurer, who shall all serve on the Board of Trustees. The President will serve a one year term and will not be eligible for reappointment. Upon immediate conclusion of the term, the Vice President will assume the office of President, unless the Vice President’s performance is deemed unsatisfactory as determined by the Board of Trustees in its sole discretion. The Vice President shall enter upon his/her duties as President at the Convocation of the next annual meeting of the College following his/her selection. The Vice President shall be a Fellow of the College and must have served one term on the Board of Trustees. Presidents and Vice Presidents of the College may serve their terms in addition to any prior service as a Trustee.
Section 2 - PRESIDENT
The President of the College shall preside at all regular meetings of the College and at all Convocations for conferring certificates of Fellowship and the designation of Associate of the College. The President shall be the Chair of the Board of Trustees and the Executive Committee. The President shall preside at all regular and special meetings of the Board and the Executive Committee. The President or his/her designee shall be the principal spokesperson for the College. He/she shall be an ex-officio non-voting member of each committee.
Section 3 - RESIGNATION AND REMOVAL
An officer may resign at any time by delivering notice to the College. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective time and the Board of Trustees accepts the future effective time.
Any Officer may be removed from office with or without cause by the affirmative vote of a majority of the Trustees.
Section 4 - UNAVAILABILITY OF THE PRESIDENT
If the President is unable to fulfill the duties of the office (e.g. resigns for any reason, a prolonged illness, temporary absence, etc), the Vice President shall immediately assume the office of President. If the vacancy is less than eight months from the end of the current term, then the President Elect will serve for the duration of the vacated, unexpired term, as well as for the following year. If the period of the vacancy is (or is expected to be) eight months or longer, the Nominating Committee shall nominate a new President Elect for approval to the Board of Trustees, who will subsequently assume the Presidency and serve for one year. Both the President and the President Elect, who assumed the office during the absence, will both be considered to have served a term as President of the College.
Section 5 - VACANCY OF OFFICE
If for any reason the office of any Officer becomes vacant, the Nominating Committee shall nominate an Officer for approval by the Board of Trustees.
Section 6 - VICE PRESIDENT
The Vice President shall be assigned duties from time to time by the President and/or Board of Trustees.
Section 7 - SECRETARY
The Chair of the Board of Governors shall serve as Secretary of the College for a non-renewable one year term. He/she shall also perform such other duties as may be delegated by the Board of Trustees.
Section 8 - TREASURER
The Chair of the Finance Committee shall serve as Treasurer of the College for a non-renewable three year term. He/she shall also perform such other duties as may be delegated by the Board of Trustees.
Section 9 - CHIEF EXECUTIVE OFFICER
The Board of Trustees shall hire and employ a Chief Executive Officer. Under the direction of the Board of Trustees, the Chief Executive Officer shall supervise the activities and business affairs of the College. In accordance with the policies established by the Board of Trustees, the Chief Executive Officer shall: (1) have responsibility and authority for all operations and staffing associated with College activities within the budget approved by the Board of Trustees; (2) direct the executive offices of the College including maintaining all records; (3) oversee annual budget preparation and implementation, and the annual audit of the College finances according to fiscal policies established by the Board (4) perform such other duties as are assigned to him/her by the Board of Trustees; and (5) attend and report to the Board of Trustees at its regular sessions or whenever requested by the Board.
ARTICLE VIII - Convocation
A convocation for the purpose of conferring Fellowships and the designation of Associate, presenting awards, and such other functions as may be decided upon by the Board of Trustees, shall be held during each annual meeting.
ARTICLE X - Board of Governors
Section 1 - THE BOARD OF GOVERNORS
The Board of Governors is advisory to the Board of Trustees. The mission of the Board of Governors shall be to ensure bi-directional communication between the members of the College and its leadership, while promoting the core missions of the College through actions at the Chapter, non-Chapter, and member level. The Board of Governors shall consist of all elected Governors.
The Governors shall be confirmed by the Board of Trustees in the following manner: It shall be the duty of the Board of Governors Steering Committee to present to the Board of Trustees those elected as their area Governor. The Board of Governors Steering Committee shall request that the each current area Governor, upon completion of the first year of their term, form a Nominations Committee consisting of themselves and the two Immediate Past Governors still residing in the area, or suitable substitutes selected by the current area Governor. The charge to the Governors' Nomination Committees shall be to nominate a slate of two to three individuals eligible, according to the requirements set forth by Board of Governors Steering Committee annually, and willing to serve as Governor-Elect for one year, then Governor for a three-year term. Securing less than two candidates for an election must be approved by the Board of Governors Steering Committee. The Governor’s Nomination Committees shall provide the Board of Governors Steering Committee with a brief explanation of request for a single candidate ballot to include an illustration of efforts to secure more than one eligible candidate.
The slate of candidates shall be presented in ballot form to all voting-eligible members of the Chapter of the area where an election is being held. Voting-eligible members shall include ACC dues-paying members and Emeritus members who reside in that state/region at the time prior to the official opening of the election. No members may change their voting district until after the close of the election. The ballot shall provide opportunity for write-in candidate votes. The nominee with the highest number of votes shall be presented for ratification as the next Governor to the Board of Governors Steering Committee by the area’s current Governor. In the case of a tie vote, the Governor Nomination Committee shall review the credentials for each candidate receiving the highest number of votes and determine the winning nominee. This recommendation will then be forwarded to the Board of Governors Steering Committee for approval and ratification.
The name of each Governor-Elect nominee shall then be presented by the Chair of the Board of Governors to the Board of Trustees for election approval. The new Governors-Elect shall take office at the conclusion of the next Convocation of the College. At the end of their one-year term as Governor-Elect, they shall, without further vote or deliberation, begin a three-year term as Governor.
Each Governor shall serve for one three-year term. No Governor who has served for three years shall be eligible for re-election to succeed himself/herself. A Past Governor may be re-elected after having served if a period of three years intervenes between his/her term of office and his/her re-election. When a Governor's position has been vacated by election to another office, death, resignation, or relocation, the chapter leadership shall appoint an eligible Governor pro tempore to serve out the remaining term. This appointment shall be presented to the Board of Governors Steering Committee for approval at its next regularly scheduled meeting and shall be confirmed by the Board of Trustees at its next regularly scheduled meeting. No member of the Board of Governors, with the exception of the Chair and Chair-Elect shall be a member of the Board of Trustees concurrently.
Section 2 - BOARD OF GOVERNORS CHAIR
The Chair of the Board of Governors shall have completed a three-year term as governor immediately preceding his/her term as Chair. The nomination for the Chair of the Board of Governors shall be the responsibility of the Nominating Committee of the Board of Governors, subject to the approval of the Board of Governors. This committee shall be appointed annually by the Immediate Past Chair of the Board of Governors.
Section 3 - CHAPTERS
In those areas where domestic Chapters exist, the Governors shall serve concurrently as Chapter President. In states/areas that have multiple Governors or those Chapters representing more than one state, the Governors will alternate the office of Chapter President, each serving an equal duration.
Section 4 - REMOVAL
The Governor shall represent his/her constituency and participate in the Board of Governors as established in the Board of Governors roles and responsibilities agreement. The Governors roles and responsibilities shall be determined by the Board of Governors Steering Committee. Failure to fulfill these responsibilities is potential grounds for removal from office. If the Board of Governors Steering Committee finds that a Governor has been delinquent in his/her duties, the committee may recommend removal of the Governor to the Board of Trustees. If over a six month period the Governor is still not fulfilling his/her duties, the Board of Trustees may remove him/her from office.
ARTICLE XI - Chapters
Section 1 - FORMATION
Chapters of the College may be organized under guidelines established by the Board of Trustees for the purpose of furthering the objectives of the College. Chapters may be formed in a country, state, province or region where there is a Governor of the College.
Each Chapter shall be a not-for-profit corporation or its equivalent outside the United States, with its Articles or Certification of Incorporation and Bylaws approved by the Board of Trustees of the College.
Section 2 - TERMINATION
The College may terminate Chapter status if the Board of Trustees finds that the Chapter has engaged in activities contrary to the best interests of the College. The Chapter shall be afforded an opportunity to be heard.
ARTICLE XII - Parliamentary Procedures
The latest edition of Roberts' Rules of Order shall govern parliamentary procedures at meetings of the Board of Trustees, the annual meeting of the College, and meetings of any of the various committees.
ARTICLE XIII – Ethics and Discipline
Section 1 - CODE OF ETHICS
The College’s Code of Ethics as approved by the Board of Trustees shall be the principles of ethics of the College and its physician members. Allegations of violations of these ethical principles may be brought in accordance with the procedures described in the College’s Professional Conduct Program Procedures. Any member of the College may be disciplined or expelled for conduct which the Ethics & Discipline Committee declares as offending the dignity of or countering the interests of the College. The following shall be grounds for automatic suspension of membership:
- Conviction for a felony or
- Suspension or termination of the right to practice medicine in any state, province or country by reason of a violation of a medical practice act, other statute or governmental regulation.
Section 2 - DETERMINATION OF DISCIPLINARY ACTION
After review and deliberation in accordance with the procedures described in the College’s Professional Conduct Program Procedures, the Ethics & Discipline Committee shall make one of the following determinations:
- No disciplinary action is indicated
- Automatic disciplinary action is indicated.
- Disciplinary action is indicated and a sanction is imposed
Disciplinary action against a member or expulsion of a member from the College may be determined only by the affirmative majority vote of the Ethics and Discipline Committee.
Section 3 - TYPES OF DISCIPLINARY ACTION.
Disciplinary action, if imposed, shall take one of the following forms:
- Admonition - A written notification, warning, or serious rebuke.
- Censure - A written judgment, condemning the member's action as wrong. This is a firm reprimand.
- Probation - A punitive action, for a stated period of time, during which a member is subject to the following: (i) loses the right to hold office or participate in a program; (ii) retains other privileges or obligations of membership; (iii) is observed by the College for continuing eligibility for membership; and (iv) shall be reconsidered by the Ethics & Discipline Committee at the end of the stated term.
At the end of the stated term of the probation, the Ethics & Discipline Committee shall, on its own motion, review the record and determine whether the probation shall be removed.
- Suspension - A severe punitive action for an indefinite period during which the member is subject to the following: (i) removal of his/her name from the Membership Directory and from the mailing list of the College; (ii) if a Fellow, return of the Certificate to the College; (iii) obligation to pay non-member registration fee when attending ACC meetings; and (iv) relief from annual dues.
Suspension shall remain in force for an indefinite period, subject to petition for its removal. The Board of Trustees, in imposing a suspension, may set a minimum time before which no petition for removal may be entertained, or, if no such minimum is prescribed, no petition shall be received until five years have elapsed from the effective date of the suspension.
A petition for removal of suspension shall be addressed to the Ethics & Discipline Committee.
A petition for removal of suspension shall conclusively demonstrate that the suspended member meets the requirements for membership in the College in effect at the time of his/her first acceptance into membership, and that during the period of his/her suspension he/she has demonstrated a faithful adherence to the ethical principles of the College.
The Ethics & Discipline Committee shall consider the petition for removal when properly submitted according to rules it may from time to time prescribe. It may, at its sole discretion, hold hearing on the petition. Only the petitioner shall be notified of a denial by the Ethics & Discipline Committee. If a petition for removal is denied by the Ethics & Discipline Committee, the suspended member may submit a new petition no earlier than twelve months after the previous denial, unless the terms of the denial state otherwise.
There shall be no right of a suspended member to appear before the Board of Trustees. When suspension is lifted, the member is returned to full privileges and obligations of College membership.
- Expulsion - A permanent severance of relationship with the College. If a Fellow (or MACC), the Certificate of Fellowship (or of MACC) and all other indicia of Fellowship previously issued to him/her by the College must be returned forthwith to the College. He/she shall not hold himself/herself out as, or pretend to be, a Fellow of the American College of Cardiology (or MACC if applicable), thereafter. He/she shall not be eligible for reapplication for membership in the College.
Section 4 - APPEAL
A member has the right to appeal a decision of the Ethics & Discipline Committee to three representative members of the Board of Trustees, as outlined in the ACC Code of Ethics. The provisions of this Section 4 shall not apply to automatic suspensions that become effective under Section 2(b).
Section 5 - PUBLIC DISCLOSURE
Information about a sanction imposed by the Ethics & Discipline Committee shall be made available to the public and along with the general category of violation for the duration of the sanction. The final written disposition of the case shall be made available upon written request to ACC members. ACC Governors and/or Chapters shall be officially notified of all actions resulting in the probation, suspension or expulsion of an ACC member in that State.
Section 6 - COMPOSITION.
COMPOSITION. The Ethics & Discipline Committee shall consist of a Chair and six Fellows
ARTICLE XIV - Dissolution
In the event of the dissolution of the College, the assets of the College shall be distributed to an organization or organizations engaged in activities similar to those for which the College was established. Such determination shall be made by Board of Trustees of the College.
ARTICLE XV - LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1 - Limitation of Liability
The personal liability of the Trustees, committee members, and employees of the Foundation is hereby eliminated to the fullest extent permitted by the Act and the Internal Revenue Code (“IRC”).
Section 2 - Indemnification.
In accordance with and subject to the policies and procedures established by the Board of Trustees, the College shall indemnify and hold harmless its Trustees, employees, committee members, and agents to the fullest extent permitted by the Act, the IRC, and other applicable law from and against any and all liabilities, costs, and expenses (including attorneys’ fees and expenses) reasonably incurred by him or her or on his or her behalf in connection with any legal action or proceeding to which he or she may be a party by reason of his or her being or having been a director, officer, employee, or committee, commission, or task force member or agent of the College, or by reason of any action alleged to have been taken or omitted by him or her in such capacity.
The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of disinterested Trustees, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. In accordance with and subject to the policies and procedures established by the Board of Trustees, such indemnification shall continue as to a person who has ceased to be a Trustee, officer, employee, committee member or agent of the Foundation, and shall inure to the benefit of the heirs, executors, administrators, beneficiaries, and other successors in interest or obligation of such person.
ARTICLE XV - Amendments to Bylaws
Additions, deletions and revisions of the bylaws must be circulated to the Board of Trustees 30 days prior to any action including approval of such changes. The 30 day notification requirement may be waived if the Board of Trustees provides a two-thirds majority to suspend this notice. The Governance Committee will undertake a formal review of the bylaws every three years and be responsible for the on-going evaluation of these documents.
Nov. 20, 2000; BOT approved proposed bylaws for ACC 501 (c)(6). March 17, 2001; BOT approved change to Article III, Section 1 (free membership for fellows in training). March 19, 2001; Bylaws approved by membership of the College at the annual meeting.
July 15, 2001; BOT approved change to Article IV, Section 5 (limiting Trustees to a single five-year term).
March 16, 2002; BOT approved International Associate category. Nov. 16, 2002; BOT revised Emeritus category and eliminated Affiliate (Temporary) category.
March 29, 2003; BOT approved title change from EVP to CEO (Article VI, Section 10). (This title change was effective in May 2001.)
July 2003; BOT approved changes to facilitate their approval in March 2003 of new membership category for cardiac care team members.
Dec. 19, 2003; BOT approved revised mission statement and approved changing name of Affiliates-in-Training to Fellows-¬in-Training.
Dec. 10, 2004; BOT approved changes to Inactive Status (Article III, Sections 1 & 3).
March 5, 2005; BOT approved extending FIT membership to other countries (Article II, Section 3).
March 10, 2006; BOT approved amendments to Article XI to conform to ACC’s Code of Ethics and Professional Conduct Program procedures. Aug. 6, 2006; BOT approved amendments to Article VI, Section 2, consistent with the Governance Task Force Report (dated November 17, 2005) and to ensure consistency among governing documents and policies.
February 11, 2007; BOT approved to eliminate the 18 month waiting period before applying for FACC (Article II Section 2)
February 11, 2007; BOT approved to eliminate the 2 year wait before applying for advancement in the College (Article II Section10) March 23, 2007; BOT approved extending CCA membership to clinical pharmacists (Article II Section 2).
March 23, 2007; BOT approved a standing Governance Committee (Article V Section 1).
Dec. 11, 2007; BOT approved amendments to Article VIII Board of Governors (BOG), including BOG mission statement, Governor removal clause, and extended BOG voting privileges to CCA, and other categories.
December, 2010. Partners in Care membership type approved.
December 5, 2011 BOT approved rewording mission statement, Trustee vacancy clause, and Sections and Councils in Article VI.
March, 2012; Addition of public member to Board of Trustees. March, 2013; BOT amended Sections article. August, 2013; BOT approved BOG BOT Transition and AACC voting rights. December, 2013; Ethics and Discipline Committee suggest edits to Article XII.
August, 2015; Membership types were updated in Article II.
May, 2016; Structural changes to Board of Trustees, Committees, and Officers.
August, 2016; BOT approved changes consistent with governance reform.
December 2, 2017, BOT approved changes to further implement governance reform.