BYLAWS of the

AMERICAN ACADEMY OF URGENT CARE MEDICINE

CHAPTER I
Name

This corporation, an association of urgent care physicians, physician assistants and nurse practitioners shall be known as the American Academy of Urgent Care Medicine (AAUCM).

CHAPTER II
Mission Statement, Purposes and Powers

SECTION 1
The purpose of the AAUCM is to contribute to the field of Ambulatory/Urgent Care Medicine in the areas of professional growth, scientific and medical research, and medical education, all to improve the overall quality of medical care. Through its CME programs, the AAUCM further defines the scope of the specialty, increasing provider expertise within the field, developing standards of practice, and permitting members to participate in CME activities necessary for continued licensing which are relevant to their practice.

SECTION 2
The AAUCM is a private, nonprofit corporation. The Academy receives no public funds and has no licensing function. The Academy is self-funded from the dues paid by members.

CHAPTER III
Classes of Membership and Election

SECTION 1
The members of this corporation shall include the following:

Physician Member
Physician Assistant Member
Nurse Practitioner Member
Senior Member (age 65 older)
Resident Member (currently enrolled in a residency program)
Lifetime Member, Physician
Lifetime Member, Physician Assistant
Lifetime Member, Nurse Practitioner

Membership in the AAUCM is voluntary and open to any physician, physician assistant or nurse practitioner in the practice of Urgent Care Medicine. The AAUCM Code of Ethics requires that members

• Strive to advance his/her knowledge and skills in the practice of medicine

  Use every opportunity to improve the public’s understanding of the role of their specialty of Urgent Care Medicine

  Strive for excellence in all aspects of medical practice

  Maintain the highest standard of personal conduct

  Possess a full and unrestricted license to practice medicine

  Have not been in ethical violation of another professional group’s standards

  Have not been convicted of a felony

  Have not been disciplined by the Board of Professional Regulation in the state in which the applicant practices medicine

The American Academy of Urgent Care Medicine does not discriminate on any basis, to include discrimination in regards to sex, color, creed, religion, disability, ethnic origin, sexual orientation, age, or any other reason unrelated to character or competence.

SECTION 2
Eligibility
Applicants for active membership must be engaged in the practice of urgent care medicine or enrolled in a full-time residency program (see Section 4). Urgent Care Medicine is defined as provision of immediate medical service (no appointment necessary) offering outpatient care for the treatment of acute and chronic illness and injury. Urgent Care Medicine requires a broad, comprehensive fund of knowledge to provide such care. He or she must be duly licensed to practice in the state in which he or she practices or be a member of the uniformed services or a salaried employee of the government of the United States.          

SECTION 3
Requirements
Active membership shall be for a maximum period of one (1) year from the date the application is received by the AAUCM or for life if applying for Lifetime Membership (see Section 7). Membership fees are due annually unless a Lifetime Member. Lifetime Members pay dues one time.

SECTION 4
Resident Members
Physicians in training in an ACGME-approved residency as well as physicians in an AOA-approved internship or residency may apply for AAUCM membership.

SECTION 5
Inactive Members
Members whose memberships have lapsed due to nonpayment of annual dues may renew membership at any time.

SECTION 6
International Members
Physicians, physician assistants and nurse practitioners outside of the United States engaged in urgent care medicine who are licensed to practice in countries or territories outside the United States may apply for membership.

SECTION 7
Lifetime Members
Any person who applies for Lifetime membership in the AAUCM shall enjoy all of the benefits of membership.

SECTION 8
Agreement
Acceptance of membership in this Academy shall constitute an agreement by such member to comply with the Bylaws and Code of Ethics thereof. All rights and interests of a member in this organization shall cease and determine in the event of any of the following: (a) the expulsion of such member for violation of the Bylaws and/or Code of Ethics; (b) the designation of him/her as an inactive member; (c) his or her death or resignation.

CHAPTER IV
Fellowship

Any Active or Life Member in good standing may, upon application to the American Academy of Urgent Care Medicine, may be elected to receive the degree of Fellow upon fulfilling the following requirements:

• Member must have held Active membership for four years, or held a combination of Resident and Active membership for a total of four years.
• Accrue a grand total of 100 points as defined by this application. Cite experiences and activities in the following areas: Academic Training and CME, Publishing and Research, Volunteer Teaching, Public Service, Medical Practice, Service to the Specialty.

Fellowship shall not be considered a separate membership classification but shall be considered an earned degree. Fellows shall continue to hold membership in this organization as a Physician, Diplomate or Lifetime Member.

The degree of Fellow shall be conferred by the Board of Directors; applicants will be notified by postal mail of their acceptance as a Fellow of the AAUCM.

CHAPTER V
Ethics

SECTION 1
If any member is in good faith believed to have violated the principles of the Code of Ethics or the Bylaws of this Academy, or to be otherwise guilty of conduct justifying censure, suspension, or expulsion from this organization, any member may file charges against him or her. Such charges must be in writing and signed by the accuser or accusers and must state the acts or conduct complained of with reasonable particularity. All those against whom charges have been filed shall have the right to appeal to the Board of Directors of the American Academy of Urgent Care Medicine. The accused may answer in writing but need not do so and failure to answer shall not be an admission of truth of the charges or a waiver of the accused's rights. The Board, after having given to the accuser and the accused every opportunity to be heard, shall render a decision. The affirmative vote of a majority of the members of the Board shall constitute the verdict of the Board which by such vote may exonerate, censure, suspend, or expel the accused member.  The decision of the Board shall be expressed in a resolution which shall contain no opinion and shall be signed only by the President of the Board. Censure shall mean a reprimand by the President of the Board of Directors administered to the accused. No member shall be suspended for more than one year.

SECTION 2
Any member who has been censured, suspended, or expelled by may appeal such action within one (1) month after written notice thereof is given. The Board shall fix a time for the hearing of the appeal (by telephone conference) and after giving the appellant a reasonable opportu­nity to be heard, shall by a majority vote either sustain or reverse such censure, suspension or expulsion. The decision of the Board shall be final.

CHAPTER VI
Membership Dues

SECTION 1
Membership fees are due annually on the anniversary of membership or previous date of membership renewal unless a Lifetime Member. Lifetime Members pay dues one time. Dues schedule is as follows:

Physician Member …………………………………………………….…………..………$325

Physician Assistant or Nurse Practitioner Member………………………………………......$200

Senior (age 65 older)…………………………………….……………………….….……..$175

Resident Member (currently enrolled in a residency program)……………………………….$165

Life Member (Physician)…………………………………………………….……..…….....$2,000

Life Member (Physician Assistant/Nurse Practitioner)……..………..…………….……..…..$750

All fees paid in U.S. currency

Resident members shall be transferred to Physician membership upon completion of their resi­dency training and shall be required to pay Physician Member dues for all subsequent membership years.

SECTION 2Any member whose dues are unpaid 120 days after the due date (designated as one year from the date of membership or the previous renewal date) shall be considered Inactive and will lose all rights, privileges and benefits of active membership until such time as membership is renewed. Inactive members may renew at any time to re-activate their membership.

CHAPTER VII
Annual Meeting

Unless otherwise noted (notice shall be posted on the AAUCM web site, www.aaucm.org), there shall be an annual meeting of the Academy which shall include a meeting of the Board of Directors as well as Continuing Medical Education activities.

CHAPTER VIII
Board of Directors

The Board of Directors of the AAUCM consists of members who represent a cross section of the AAUCM membership.

SECTION 1
Objectives/Goals
The Board promotes a mission that clearly defines the desired results of AAUCM actions, with an initial focus on the impact and relevance of the Academy to urgent care medicine as a specialty practice in the House of Medicine. The President shall not cause or allow any practice, activity, decision or organizational circumstance which is either unlawful, imprudent or in violation of commonly accepted business and professional ethics.

SECTION 2
Board Selection
The AAUCM shall convene an election of Board members by the general membership of the AAUCM. Board members shall serve for a terms of three (3) years and may serve multiple/consecutive terms. Board members receive no compensation, however, Board members may be reimbursed for reasonable expenses for AAUCM-related activities.

The President of the AAUCM shall serve as a member of the Board. The President shall have general management and direction of the activities of the AAUCM and shall have authority to employ an administrator or other persons to assist in the general management and direction of the activities of the AAUCM.

Candidates for the Board of Directors of AAUCM shall be:

• A current member of the American Academy of Urgent Care Medicine.
• Prepared to contribute time and effort to further the goals of the organization. Board members are required to attend the annual conference. Discussions of AAUCM matters, issues, and activities which will take place periodically via conference call or email. Duties may include (but not be limited to):
• Reviewing medical board exam questions for ABUCM in coordination with ExamMaster.
• Providing input/comments to AAUCM’s Frequently Asked Questions to assist in establishing policies and procedures for Urgent Care Medicine.
• Participating in AMA annual conventions (by invitation, when required).
• Assisting the AAUCM in other conventions in which the Academy may participate in order to further our membership role and goals.
• Act as a conduit for potential pharmaceutical industry providers to assist the AAUCM in developing new educational programs.
• Willing to commit him/herself to a three-year term of office.
• Free of significant conflicts of interest that might not allow the proper execution of the duties of a member of the Board of Directors.

SECTION 3
Communication
The President shall strive to keep the Board informed of all relevant matters. Accordingly, he or she shall:

• Make the Board aware of relevant trends, anticipated adverse media coverage, significant external and internal changes, particularly changes in the assumptions upon which any Board policy has previously been established.
• Report in a timely manner an actual or anticipated non-compliance with any policy of the Board.
• Advise the Board, if, in the President's opinion, the Board is not in compliance with its own policies on Governance Process and Board-Staff Relations, particularly in the case of Board behavior that is detrimental to the work relationship between the Board and the President or the staff.
• Marshal for the Board as many staff and external points of view and options as needed for fully informed Board decisions on issues.
• Deal with the Board as a whole except when (a) fulfilling individual requests for information or (b) responding to committees duly charged by the Board.  

SECTION 4
Meetings
A regular annual meeting of the Board of Directors shall be held each year during the annual conference when scheduled. Other regular meetings shall be held on such dates and at such times as may be designated from time to time by the President or by the Directors. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meetings can hear each other at the same time and participation by such means shall constitute presence in person at the meeting.

SECTION 5
Confidentiality
All members serving on the Board of Directors must sign and adhere to a Non-Disclosure Agreement. All documents relating to the business and affairs of the AAUCM shall be deemed proprietary and confidential. No documents shall be given to third parties without the express written permission of the President. The definition of “documents” shall include all forms of recorded, documented written or illustrated information, including, but not limited to, electronic forms such as e-mail or computer files or computer-based documentation.

SECTION 6
Board Members' Code of Conduct
The Board commits itself and its members to ethical, businesslike, and lawful conduct. This includes proper use of authority and appropriate decorum when acting as an AAUCM Board member.

To the greatest extent possible, and subject to disclosure of other responsibilities and obligations, Board members must promote the interests of the AAUCM.

Board members must avoid conflict of interest and the appearance of conflicts of interest with respect to their responsibilities.

Board members will disclose their involvements with other organizations, with vendors, or any other associations that might produce a conflict.

Board members may not attempt to exercise individual authority over the AAUCM.

Board members will respect the confidentiality appropriate of issues of a sensitive nature and act honestly and openly at all times, following the letter and intent of the AAUCM, and keeping the confidentiality of privileged and closed session information.

Board members will encourage and safeguard open access to the Board while maintaining appropriate and well-defined AAUCM communication and decision-making channels.

Board members will work respectfully with other Board members in a spirit of harmony and cooperation, giving members courteous consideration of their opinions.

Board members agree not to provide counsel to a competing urgent care organization, may not serve on the Board of a competing urgent care organization, or participate in the administration of a competing urgent care organization. Board members are prohibited from the participation in a competing urgent care certifying entity. To engage in any of these activities can cause irrevocable harm to the AAUCM and/or ABUCM. A fine of $250,000 shall be levied against any Board member who violates the terms of the signed Non-Disclosure Agreement, engages in activities with a competing urgent care organization or engages in any behavior that does not comply with the ByLaws of the AAUCM.