PLEASE NOTE: THIS RESOLUTION WILL BE DEBATED AT THE 2013 COUNCIL MEETING. RESOLUTIONS ARE NOT OFFICIAL UNTIL ADOPTED BY THE COUNCIL AND THE BOARD OF DIRECTORS (AS APPLICABLE). Bylaws Amendment RESOLUTION: 11(13) SUBMITTED BY: Sanford Herman, MD, FACEP Paul Pomeroy, MD, FACEP Rick Robinson, MD, FACEP Virgil Smaltz, MD, FACEP Larisa Traill, MD, FACEP SUBJECT: Membership Restructuring PURPOSE: Amends Article IV – Membership, Section 2 – Classes of Membership and Section 4 – Voting & Holding Office. Designates life, retired, inactive, and disabled as statuses of Active membership and removes Inactive and Life as classes of membership. FISCAL IMPACT: Minimum of 50 hours of IT staff time and additional 50 hours for changes to current records and processes by Membership and Customer Service staff. Unable to predict the effect these changes may have on actual membership. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 WHEREAS, The ACEP Bylaws Article IV – Membership has received changes to its various sections over the years based on perceived needs at the time of amendment rather than achieving and following a classification based on logic; and WHEREAS, The various subsections of Article IV, Section 2 – Classes of Membership do not recognize that in order to become a disabled, life, retired, or inactive member of the College, one must have first been an active member of the College; and WHEREAS, Section 2.4 – Life Members has not changed the longevity requirement established some 30 years ago and has not evolved with the maturation of the specialty of Emergency Medicine; and WHEREAS, Permanently disabled members are not recognized in any of the current classes of membership in the Bylaws and the past allocation of retired members to the Life Member class was thought by many to be based on expediency rather than rationality; and WHEREAS, The Texas Business Organization Code requires that the class of members with voting privileges be identified separately in the Bylaws; and WHEREAS, The Board of Directors assigned the objective of updating the membership classes to the Membership Committee and tasked the Bylaws Committee with developing appropriate language on the subject; therefore be it RESOLVED, That the ACEP Bylaws Article IV – Membership, Section 2 – Classes of Membership and Section 4 – Voting & Holding Office be amended to read: Section 2 – Classes of Membership All members shall be assigned to one of the following classes of membership: (1) active which also contains the statuses of life, retired, inactive, and disabled members; (2) inactive; (32) honorary; (4) life; (53) candidate; or (64) international. Additionally, a member may concurrently belong to the councillor class. The Resolution 11(13) Membership Restructuring Page 2 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 qualifications required of the respective classes, their rights and obligations, and the methods of their election shall be set forth in these Bylaws. The Board of Directors shall determine the dues and benefits for all classes of membership. Section 2.1 – Active Members The active members of the College shall be physicians who devote a significant portion of their medical endeavors to emergency medicine. All active members must meet one of the following criteria: 1) Satisfactory completion of an emergency medicine residency program accredited by the Accreditation Council on Graduate Medical Education (ACGME); 2) Satisfactory completion of an emergency medicine subspecialty training program accredited by ACGME; 3) Satisfactory completion of an emergency medicine residency training program accredited by the American Osteopathic Association (AOA); 4) Satisfactory completion of an emergency medicine residency program approved by an ACEP-recognized accrediting body in a foreign country; 5) Certification by an emergency medicine certifying body recognized by ACEP; or 6) Eligibility for Active or International membership in the College at any time prior to close of business December 31, 1999. Such physicians must be licensed in the state, province, territory or foreign country in which they practice, or be serving in a governmental medical assignment. They shall fulfill such postgraduate education requirements as may be prescribed by the Board of Directors. Active members may, upon meeting any of the criteria below, be elected to the following statuses of membership. A. Disabled members: Members who are unable to engage in medical practice due to either temporary or permanent disability may, upon application, be elected by the Board of Directors to this status of membership. Election as a disabled member for reason of permanent disability shall be for an unlimited period of time; election as a disabled member for those with temporary disability shall be for a period of one year, but may, upon application, be renewed annually. Privileges of disabled members shall be determined by their membership standing prior to disability. B. Life members: Members who have: 1) held membership in the College for 30 years, exclusive of candidate membership; or 2) attained Life member status under previous criteria, shall be identified as Life members. Rights and privileges of Life members shall be based on their previous class of membership. Members who were elected to honorary membership prior to 2006 shall retain their title of Honorary Member along with any related benefits, but shall be allocated to the status of Life members. C. Retired members: Members who have held active, inactive, or international membership in the College for a minimum of 20 years and who are fully retired from medical practice may, upon application, be elected to the Retired status of membership. Rights and privileges of retired members shall be based on their membership standing prior to retirement. D. Inactive members: Members who are unable to engage in active practice may, upon application, be elected to inactive status by the Board of Directors. Election to inactive status shall be for one year. However, an inactive member may, upon application, be re-elected to this status annually by the Board of Directors. Section 2.2 — Inactive Members Members who are unable to engage in active practice may, upon application, be elected to inactive membership by the Board of Directors. Election to inactive membership shall be for one year. However, an inactive member may, upon application, be re-elected to this classification annually by the Board of Directors. Section 2.32 — Honorary Members Persons of distinction who are not members of the College but have rendered outstanding service to the College or to the specialty of emergency medicine may be elected to honorary membership. Honorary members Resolution 11(13) Membership Restructuring Page 3 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 are considered lifelong members of the College and shall not be required to pay any dues. Candidates for Such honorary membership cannot be currently eligible for other categories of College membership are considered to be members of the College for life, and shall not be required to pay any dues. Constituent chapters Individual members or sponsoring bodies may propose candidates for honorary membership to the College. Section 2.4 — Life Members Any person who has: 1) held active, inactive, or international membership in the College for a minimum of 15 years and who has attained the age of 60; or 2) held active, inactive, or international membership in the College for a minimum of 10 years and who has attained the age of 70; or 3) held active, inactive, or international membership in the College for a minimum of 20 years and who is retired from medical practice; or 4) become permanently disabled, may on application to and approval by the Board of Directors be classified as a life member. Section 2.53 — Candidate Members Any medical or osteopathic medical student, intern, or physician participating in an emergency medicine residency or fellowship shall be eligible for candidate membership. Effective January 1, 2000, physicians in the uniformed services while serving as general medical officers shall be eligible for candidate membership for a maximum of four years. Section 2.64 — International Members Any physician interested in emergency medicine who is not a resident of the United States or a possession thereof, and who is licensed to practice medicine by the government within whose jurisdiction such physician resides and practices, shall be eligible for international membership. Other qualifications for international membership shall be determined from time to time by the Board of Directors. Section 2.75 — Councillor Members Councillors shall be elected or appointed from active, honorary, life, disabled, retired, or candidate physician members in accordance with the governance documents or policies of their respective sponsoring bodies. A councillor shall retain all rights and obligations of the class of membership from which the councillor was duly elected or appointed. A councillor may acquire the rights and obligations of a class of membership other than the one from which the councillor was duly elected or appointed, if the councillor satisfactorily documents qualifications for such new class of membership. Notwithstanding any other provision of these Bylaws, voting rights with respect to enactment of resolutions directing the activities of the College, amendment of the College Bylaws, amendment or restatement or repeal of the College Articles of Incorporation, and election of the Council Officers, the President-Elect, and of members to the College Board of Directors are vested exclusively in the councillor class and are specifically denied to all other classes of membership. These rights are not applicable at the chapter level unless specifically permitted in a chapter’s bylaws. Section 4 — Voting & Holding Office Active, disabled, retired, and life members shall be entitled to vote and hold office, except as otherwise provided for herein. Inactive, honorary, and international members shall not be entitled to vote or hold office except as otherwise provided for herein. Candidate members may be entitled to vote and hold office at the chapter level according to chapter bylaws. At the national level, candidate members shall not be entitled to vote or hold office, except when designated as councillor or alternate councillor by their sponsoring bodies. Candidate members when appointed to national committees shall be entitled to vote on committee business. Rights for Resolution 11(13) Membership Restructuring Page 4 136 137 honorary members designated prior to 2006 shall be determined by the rights in their previous class of membership, if any, before being elected to honorary membership. Background This resolution removes Inactive and Life as classifications of membership and designates disabled, life, retired, and inactive as statuses of Active membership. Five classes of membership would remain: Active, Honorary, Candidate, International, and Councillor. The Membership Committee and the Board of Directors have struggled with the concept of Life membership for several years. The Membership Committee deliberated the concept of Life membership, including whether it should actually be a classification of membership or a status of membership similar to fellow status. It was the consensus of the Membership Committee that Life membership should be changed from a designated membership classification in the Bylaws to a status which conveys honor and recognition to the member for years of service (in terms of longevity) to the College. There are currently several permutations of Life member: one has feewaived Scientific Assembly registration and reduced dues; one has reduced national dues and a discounted S/A registration fee; two (the number has to do with variations in chapter dues) have no reduced dues and discounted S/A registration fee. Previous iterations of membership restructuring over the past five four have met resistance. For the 2012-13 committee year, the Membership Committee was given two separate objectives. The first objective was (once again) to address the restructuring of the College membership classifications, which was removed as an objective at their request. The second objective was to develop a proposal for Life membership benefits and recognition. This proposal was submitted and approved initially by the Board of Directors in June 2013. The proposed resolution was subsequently withdrawn in lieu of this resolution submitted by Dr. Pomeroy, et al. The Membership Committee’s recommendation to the Board suggested that life membership be omitted as a class of membership and removed from the Bylaws and that the two remaining classes currently under Life membership remain as a class of membership. The committee suggested that life membership be considered as recognition for longevity and service to the College and not a class of membership. In addition, the Membership Committee’s report to the Board of Directors recommended changes to the requirement to include 30 years of either active or international membership. Benefits suggested included a certificate suitable for framing, recognition in the awards program, special ribbons, and possibly a voucher for products or meeting registrations. Benefits still need to be determined pending adoption of this resolution. The Bylaws currently indicate that a member is qualified for Life membership at age 60 with 15 years of active or international membership or age 70 with 10 years of membership. It is understood that these qualifications were written into by Bylaws during ACEP’s formative years when, consistently, physicians from other specialties were practicing emergency medicine and we also understand that the founders of the College and many charter members were middle or elderly aged and that these qualifications made sense at the time since many who founded the College would retire within 10 to 15 years. (ACEP did not have a retired member category at that time.) However, since then, the specialty has changed dramatically and the average age of our members is 41. Currently, almost all of our members qualify for Life membership and are automatically transferred to Life when they reach age 60. The Membership Committee believes that 30 years of active or international membership or previously held Life membership would serve as appropriate qualifiers. Assuming a member begins membership at the beginning of their career in emergency medicine, at approximately 32 year of age, at 30 years of membership the member would qualify for Life status under the proposed qualification at age 62. The second and fourth whereas statements are inaccurate with the current interpretation of the Bylaws as practiced historically within College processes. Regarding the second whereas, it is true that most of the categories of membership do not have a prerequisite class of membership; the only class of membership where one currently exists is in life membership which specifies that a person must first be either an active, inactive, or international member. Because no prerequisite class of membership is specified in the other classes of membership, it has been Resolution 11(13) Membership Restructuring Page 5 historically interpreted to mean that any member may apply for these member classifications. As written in this resolution and if adopted, it appears that life, disabled, retired, and inactive statuses will be limited only to those who previously held Active membership. This change will effectively omit the possibility for candidate members to transfer to inactive if circumstances require a hiatus from their residency. It also omits any possibility for international members to transfer to retired, inactive, or life membership. Though there is very little monetary benefit in transferring to life currently, we would no longer be able to recognize international members for their longevity. However, there are currently two tiers, and soon to be three tiers, of dues for international members, two of which rates will be higher than the current rates for inactive and retired members. This resolution also omits the possibility for the College to offer reduced rates for retirement or conditions that may determine inactive status for international members. Regarding permanent disability mentioned in the fourth whereas, it is currently referenced under section 2.4 – Life Members, #4, “become permanently disabled, may on application and approval by the board of Directors, be classified as a life member.” ACEP Strategic Plan Reference Goal 2 – Enhance Membership Value and Member Engagement Objective A – Increase total membership and transitioning resident retention. Tactic 6 – Support members at varying states of their career, including mid- and late-career transitions. Fiscal Impact It is estimated that changes to the data base will require a minimum of 50 hours of IT staff time. Changes to current records and processes by Membership and Customer Service staff will require an additional 50 hours of staff labor. The effect these changes may have on actual membership is unknown. Prior Council Action Resolution 9(10) Life, Disabled, and Retired Members referred to the Board of Directors. The resolution would have amended the criteria for Life members, created a category of membership for Disabled members, and specified that retired members do not retain the right to vote or hold office. Resolution 18(08) Retaining Retired and Disabled Members adopted. Directed the College to study the feasibility of a no cost retired membership category or reducing the cost of Life Membership as a means of retaining retired members. Resolution 7(07) Age Requirement for Retired Membership adopted. Eliminated the age requirement for retired members to achieve life membership Amended Resolution 25(05) Combining Life and Retired Membership Categories adopted. Combined the categories of Life and Retired membership. Amended Resolution 3(02) Chapter Membership for Retired Members adopted. Allowed retired members who move to another state after retirement to continue their chapter affiliation in the chapter of prior professional practice/residence. Amended Substitute Resolution 5(00) Retired Membership adopted. Created a new category of retired membership. Resolution 9(98) Life Membership not adopted. This was a Bylaws amendment addressing the needs of a retired member wanting to continue membership on limited income. Resolution 3(93) Criteria for Life Member Status not adopted. Recommended alternate criteria for Life Membership. Resolution 11(13) Membership Restructuring Page 6 Amended Resolution 3(91) Inactive Membership Category adopted. Recommended the addition of language allowing those pursuing degrees in other areas, such as business administration or public health, be added as a qualification for Inactive membership. Resolution 8(90) Disabled Member Physicians referred to the Board of Directors. Recommended a new category of membership, “Disabled Member Physicians.” Resolution 7(90) Life Fellow adopted. A Bylaws amendment allowing longer term College members to maintain their fellow status. Resolution 7(88) Life Membership Category adopted. A Bylaws amendment making continuous membership a qualification for Life Membership. Amended Resolution 14(86) Life Members adopted. A Bylaws amendment allowing Inactive and International membership in addition to Active membership as qualifications for Life membership. Resolution 11(84) Inactive Membership adopted. Removed military service from qualifications for inactive membership. Resolution 12(84) Member Dues defeated. Recommended no chapter dues for Life and Inactive members. Resolution 13(84) Life Membership referred to the Board. Recommended dues levels for life membership at 75% of the prevailing active membership dues. Resolution 9(80) Life Membership adopted. Amended voting privileges for Life members. Resolution 3(78) Life Membership adopted. Amended the criteria for life membership. Resolution 8(75) adopted. It allowed the Board of Directors to charge dues to Inactive members. Prior Board Action August 2013, decided not to submit the life and retired membership resolution to the 2013 Council based on feedback from members of the Bylaws Committee. June 2013, approved recommendation from the Membership Committee regarding life membership benefits and recognition and submitting a resolution on life and retired membership to the 2013 Council. July 2012, decided not to submit the membership classification restructuring resolution to the 2012 Council. The Membership Committee was assigned an objective for the 2012-13 committee year to specifically address the life membership category regarding the age and length of membership when determining eligibility for Life membership and associated benefits for attaining life membership. June 2012, approved submitting a resolution to the 2012 Council on membership classification restructuring. June 2011, reviewed a proposed resolution developed by the Bylaws Committee on life, disabled, and retired members and decided not to submit it to the 2011 Council. Assigned an objective to the Membership Committee for the 2011-12 committee year to revise the membership classifications and work with the Bylaws Committee as needed regarding any necessary changes to the Bylaws for submission to the 2012 Council. November 2010, assigned Referred Resolution 9(10) to the Membership Committee to prepare a recommendation to the Board. June 2009, approved a revised dues structure for future life members to eliminate the discount for dues and allow a 15% discount for Scientific Assembly registration effective July 1, 2009. Resolution 11(13) Membership Restructuring Page 7 October 2008, Resolution 18(08) Retaining Retired and Disabled Members adopted. October 2007, Resolution 7(07) Age Requirement for Retired Membership adopted. October 2005, Amended Resolution 25(05) Combining Life and Retired Membership Categories adopted. October 2002, Amended Resolution 3(02) Chapter Membership for Retired Members adopted. October 2000, Amended Substitute Resolution 5(00) Retired Membership adopted. September 2000, established dues for the proposed retired category of membership at 33.33% of active dues. June 2000, approval of the Membership Committee’s recommendation for a retired category of membership and to submit a resolution to the 2000 Council. Also directed the committee to propose reduced dues rate for the Board to consider in anticipation that the Council would adopt the resolution. March 2000, suggested revisions to the proposed recommendation and directed the committee to secure Bylaws Committee review. October 1998, assigned an objective to the Membership Committee regarding retired membership that included directives to recommend a new status or revisions to a current status and to recommend a dues rate and options for retired member. Note: The Board did not adopt Bylaws amendments prior to 1993. January 1989, rejected the Membership Committee’s proposal that Life members be assessed no dues. June 1984, referred Resolution 13(84) Life Membership to the Membership, Constitution and Bylaws Committee for study. Background Information Prepared By: Patty Stowe, CAE Membership and Customer Services Director Reviewed By: Marco Coppola, DO, FACEP, Speaker Kevin Klauer, DO, EJD, FACEP, Vice Speaker Dean Wilkerson, JD, MBA, CAE, Council Secretary and Executive Director