The following constitutes the Bylaws of the American College of Cardiology Foundation (hereinafter referred to as the “Foundation”), a nonprofit corporation organized under the laws of the District of Columbia.
Article I - Objectives
Section 1. General
The Foundation is organized for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or successor provisions (the “Code”), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under said section.
Section 2. Specific Purposes
The specific purposes of the Foundation shall be to transform cardiovascular care and improve heart health.
Article II - Membership
Section 1. Membership
The sole member of the Foundation shall be the American College of Cardiology (the “Member”), a District of Columbia nonprofit corporation.
Section 2. Transfer of Membership
Membership in the Foundation is not transferable or assignable.
Section 3. Rights and Powers of the Member
The Member of the Foundation shall have such rights and powers as are provided for pursuant to the laws of the District of Columbia, including the right to elect the Board of Trustees.
Section 4. Reporting to the Member
The Board of Trustees of the Foundation shall deliver a report periodically detailing recent and anticipated activities of the Foundation. Such report shall be delivered upon request at the Board meetings of the Member.
Section 5. Annual Meeting
The annual meeting of the Foundation shall be held at such time and place, inside or outside of the District of Columbia, as the Member may establish. Failure to hold an annual meeting shall not cause a forfeiture or dissolution of the Foundation.
Section 6. Special Meetings
Special meetings of the Member may be called by the Board of Trustees, the President, the Secretary or the Member.
Section 7. Notice of Meetings
Written notice stating the place, day, and hour of annual and special meetings shall be given by the Secretary to the Member of the Foundation no less than ten nor more than fifty days prior to the date of the meeting. Notice shall be given either personally or by mail and shall specify, in the case of a special meeting, the business to be transacted at and the purpose of the special meeting. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail, addressed to the President of the Member at the address appearing in the records of the Foundation, with postage prepaid.
Section 8. Action by the Member
All acts of the Member shall be in accord with the provisions set forth in that Member’s Articles of Incorporation and Bylaws. The quorum and voting requirements for the meeting of the Member shall be governed by the Bylaws of the Member.
Section 9. Informal Action
Any action required or permitted to be taken by the Member may be taken without a meeting if a unanimous written consent setting forth the action so taken is signed by an authorized officer of the Member and filed with the records of meetings of the Member.
Article III - Board of Trustees
Section 1. General Powers
The Board of Trustees shall have fiduciary responsibility and be responsible for the governing policies of the Foundation and shall have the power, authority, responsibility, and obligations of a nonprofit corporation under the laws of the District Columbia. The Board of Trustees shall have the power to make Bylaws for the governance of the Foundation 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 be responsible for the on-going evaluation of these documents.
The Board of Trustees of the Foundation shall be the same as the Board of Trustees of the Member, and the meeting requirements applicable to the Board of Trustees of the Member shall also apply to the Board of Trustees of the Foundation.
The term of office and term limits of a Foundation Trustee shall be the same as those applicable to Trustees of the Member.
The slate of Officers and Trustees shall be nominated by the Nominating Committee, approved by the Board of Trustees., In addition, Trustees shall be elected 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, by the application of Section 6 of this Article III. 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
Past Presidents will be invited by to attend a meeting at the annual scientific sessions with the President, and the Chief Executive Officer. Other Trustees may also attend if desired,
Any voting member of the Board who fails to attend two consecutive regular meetings without valid written excuse shall be automatically dropped from the Board of Trustees.
ARTICLE IV - Committees
Section 1. Standing Committees.
The standing committees of the Foundation shall be the following:
- Audit and Compliance Committee
- Finance Committee
- Executive Committee
- Governance Committee
- Nominating Committee
The President may recommend to the Board of Trustees the formation of all special task forces to address time-specific needs of the Foundation.
All committees shall consist of a Chair and two or more members of the Member.
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 and task forces as may be necessary to carry on the activities of the Foundation.
The members of all standing and special committees shall hold office until their successors have been appointed. Committee members may serve up to two consecutive three-year terms. 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.
When requested, Committee Chairs shall report at meetings of the Board of Trustees.
The Executive Committee shall include the President, President-Elect, 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 7 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.
The Nominating Committee shall consist of a Chair and six members of the Member. The immediate Past President shall serve as Chair of the Nominating Committee. The Nominating Committee members shall be appointed by the Governance Committee, subject to approval by the Board of Trustees. Each member shall serve a non-renewable three year term. 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 Foundation. The Nominating Committee shall not nominate any of its members for office. Following the approval of the Board of Trustees, these slates shall be circulated to the Member of the Foundation no later than sixty days prior to the annual meeting of the Member. In addition to the slate submitted by the Nominating Committee, other nominations for each office, excluding ex officio positions (Secretary and Board of Governor Chair Elect may be made by submitting such names in writing to the Secretary of the Foundation 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 V - Officers
The officers of the Foundation shall consist of a President, a President-Elect, 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 President-Elect will assume the office of President, unless the President-Elect’s performance is deemed unsatisfactory as determined by the Board of Trustees in its sole discretion. The President-Elect shall enter upon his/her duties as President at the Convocation of the next annual meeting of the Foundation following his/her election. The President-Elect shall be a Fellow of the Member and must have served at least one term on the Board of Trustees. Officers of the Foundation may serve their terms in addition to any prior service as a Trustee.
The President of the Foundation shall preside at all regular meetings of the Foundation. 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 Executive Committee. The President or his/her designee shall be the principal spokesperson for the College. He/she shall be an ex-officio member of each committee except the Nominating Committee.
Any officer may be removed from office by the affirmative vote of a majority of the Trustees.
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 President Elect shall immediately assume the office of President. If the vacancy is less than 8 months from the end of the current term 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) 8 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.
If for any reason the office of President-Elect becomes vacant, the Nominating Committee shall nominate a President-Elect for approval by the Board of Trustees and election by the Member.
The President-Elect shall be assigned duties from time to time by the President and/or Board of Trustees.
The Chair of the Board of Governors of the Member shall serve as Secretary of the Foundation for a non-renewable one year term. He/she shall also perform such other duties as may be delegated by the Board of Trustees.
The Chair of the Finance Committee shall serve as Treasurer of the Foundation for a non-renewable three year term. He/she shall also perform such other duties as may be delegated by the Board of Trustees.
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 Foundation. 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 Foundation activities within the budget approved by the Board of Trustees; (2) direct the executive offices of the Foundation including maintaining all records; (3) oversee annual budget preparation and implementation, and the annual audit of the Foundation 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 VI - Meetings of the Board of Trustees
An annual meeting of the Foundation shall be held for the Member for the transaction of such other business as the Board of Trustees deems necessary. This may be held at the time of scientific sessions.
ARTICLE VII - 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 Foundation, and meetings of any of the various committees.
ARTICLE VIII - Dissolution
Upon termination, dissolution, or winding up of the Foundation in any manner for any reason, voluntary or involuntary, its assets, if any, remaining after the payment or provisions for payment of all liabilities of the Foundation, shall be distributed to, and only to, one or more organizations described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Nov. 20, 2000; BOT approved proposed bylaws for (c)(3) Foundation.
March 19, 2001; Bylaws approved at annual business meeting.
July 15, 2001; BOT approved change to Art. III, Section 5 (limited Trustees to a single five-year term).
March 29, 2003; BOT approved title change from CEO to EVP (Art.V, Section 10). (This title change was effective in May 2001.)
Oct. 15, 2003; BOT added Article IX – Dissolution. Dec. 19, 2003; BOT approved revised mission statement (Art. I, Section 2).
Aug. 6, 2006; BOT approved amendments to Article V, Section 2, consistent with the Governance Task Force Report (dated November 17, 2005) and to ensure consistency among governing documents and policies
Dec 5, 2011; BOT approved rewording mission statement.
March, 2012; addition of public member to Board of Trustees.
August, 2013; BOT approved BOG BOT Transition.
May, 2016; Structural changes to Board of Trustees, Committees, and Officers.
August, 2016; BOT approved changes consistent with governance reform.