APDR Bylaws

The name of this association shall be the Association of Program Directors in Radiology, hereinafter referred to as the Association.

Section 2: Purposes

1. The objectives of the Association shall be the advancement of the art and science of radiology by the establishment of an alliance of those who share the essential task of resident or fellowship training in radiology, and to sponsor meetings, forums, seminars, and other educational activities appropriate to this purpose.

2. To operate exclusively for charitable, educational, and scientific purpose including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (referred to as the Code), or the corresponding provisions of any future United States revenue statute.

3. To accept, hold, invest, and administer any property-real, personal or mixed-by gift, devise, bequest, purchase, lease, loan, or otherwise, absolutely or in trust, for the any or more of the foregoing purposes and carry out the directions and exercise the powers contained in any trust or other instrument under which such property may be received, including, but without limitation, the expenditure of the principal, as well as the income, of any property so received, if authorized or directed in such trust or other instrument. If any such property is received without any designation of specific use, the Association shall expend the income and principal thereof for any one or more of the foregoing purposes in such manner and amounts and at such time or times as deemed proper by the Board of Directors.

4. To have and exercise all other powers and authority now or hereafter conferred upon not-for-profit corporations under the laws of the state of Illinois.

5. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its officers, directors, members or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in this section.

6. No substantial part of the activities of the Association shall be the carrying on or propaganda, or otherwise attempting, to influence legislation, and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

7. Notwithstanding any other provisions of these articles, the Association shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or the corresponding provision of any future United States Internal Revenue statute or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code or the corresponding provision of any future United States Internal Revenue law.

ARTICLE II: OFFICES

The Association shall have and continuously maintain in the state of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have such other offices inside or outside the state of Illinois as the Board of Directors may from time to time determine.

ARTICLE III: MEMBERSHIP

1. Active Members: All physician program directors, associate and assistant program directors of programs in radiology, nuclear medicine and subspecialty fellowships in the United States, Canada and Puerto Rico are eligible for active membership. The Chair and Registrar and Assistant Chair and Registrar of the Department of Radiologic Pathology of the Armed Forces Institute of Pathology, and all physician directors, co-directors, associate program directors, and assistant program directors of American Osteopathic Association accredited programs in Radiology are eligible for active membership. Former program directors and others who have an active role in resident and/or fellowship training may apply for membership. Physician program directors from outside of the United States, Canada and Puerto Rico may apply for international membership. International members shall pay dues and share all rights and privileges of active members.

2. Emeritus Members: Retired program directors upon application to the Secretary, may continue as a member of the Association in the emeritus category. Emeritus members shall retain all of the rights and privileges of regular membership, but shall not pay dues, hold office, or vote.

3. Honorary Members: Individuals nominated by a member of the Board of Directors and subsequently approved by the full Board may be named Honorary Members of the Association. Honorary members shall retain all of the rights and privileges of regular membership, but shall not pay dues, hold office, or vote.

4. Coordinating Members: Criteria for eligibility for coordinating membership will be appointment as a program coordinator in a graduate medical education program in any residency program in Diagnostic Radiology, Nuclear Medicine, or radiological subspecialty. Others who have an active role as a coordinator or an administrator in radiology education may apply. Coordinating Members shall pay dues and retain all of the rights and privileges of active members, but shall not hold office, vote, or receive the official journal of the association, Academic Radiology.

Coordinating Members will automatically be members of the Association of Program Coordinators in Radiology (APCR) and may hold office and retain voting privileges within the APCR, according to the APCR Rules of Operation.

ARTICLE IV: OFFICERS

Section 1: Officers

The officers of the Association shall be the President, President-elect, Secretary-Treasurer, and such others as may be elected by the Board of Directors in accordance with the provisions of this article. Each officer shall hold his or her office until a successor shall be duly elected and shall have qualified, or until his or her death, resignation, or removal from office.

Section 2: Election and Tenure

The officers of the Association shall be elected for a term of one year by a vote of the majority of the active members present and voting at the annual meeting. Each active member of the Association shall be eligible to vote.

Section 3: Removal

Any officer elected by the Board of Directors may be removed from office by a 2/3 majority vote of the remaining members of the Board whenever, in its judgment, the best interests of the Association would be served by such a removal, but the removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4: Vacancies

A vacancy in any office may be filled by the President. An officer appointed to fill a vacancy shall serve for the un-expired term of his or her predecessor.

Section 5: President

The President shall preside at all meetings and gatherings of the Association and of the Board of Directors and shall perform all duties customarily incident to the office of president and such other duties as may be prescribed from time to time by the Board of Directors. The President shall appoint qualified individuals, create special committees for particular purposes as needed, and exercise other such rights as the bylaws or parliamentary procedure may require. The President shall be a member ex officio of all committees and has the right but not the obligation to participate in the deliberations of any committee. The President or designate shall be the spokesperson of the Association upon public issues within the area of interest of the Association.

Section 6: President-Elect

In the absence of the President, the President-elect shall preside and carry out all the duties of the President and shall otherwise function as a member of the Executive Committee of the Association. The President-elect shall succeed automatically to the presidency, and shall serve as the Program Chair.

Section 7: Secretary-Treasurer

The Secretary shall (1) keep minutes of the meetings of the Board of Directors and the annual meeting in one or more books maintained for that purpose; (2) prepare and circulate these minutes to the general membership as appropriate; (3) notify the general membership about the upcoming annual meeting in a timely fashion; (4) see that all notices are duly given in accordance with applicable law, the articles of incorporation, and these bylaws; (5) serve as the custodian of the corporate records; (6) keep a record of the mailing address of each officer of the Association, which shall be furnished to the Secretary-Treasurer by the officers; and (7) in general perform all duties customarily incident to the office of Secretary-Treasurer and such other duties as may be assigned from time to time by the President or the Board of Directors. In the absence of the President and President-elect, the Secretary-Treasurer shall serve in the place of the President.

The Secretary-Treasurer shall be the principal accounting and financial officer of the Association and shall have charge of, and be responsible for, the maintenance of adequate books of account for the Association; shall supervise and be responsible for the custody of all funds and securities of the Association and for their receipt and disbursement; shall deposit all funds and securities of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article X of these bylaws; and, in general, perform all the duties customarily incident of the office of treasurer and such other duties as from time to time may be assigned by the president or the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of the duties of that office in such sum and with such surety as the board shall determine. With the approval of the Board of Directors, the cost of any such bond or surety may be paid from the funds of the Association. The Secretary-Treasurer shall succeed automatically to the office of President-elect.

Section 8: Directors-At-Large

Directors at large shall be nominated from university-based members for two years of each three-year cycle. The university program director need not be a Department chair. Every third year, Directors-at-large shall be nominated from those members who are in non-university based departments. One director will be elected annually by the membership and will automatically ascend through the offices. For the purposes of identification, university-based programs may be defined as those programs containing the words "university", "school of medicine", or "medical school" in their program title in the American Medical Association Graduate Medical Education Directory. Any program may appeal its defined status of identification to the Board of Directors for review and possible redefinition.

Section 9: Executive Staff

The Executive staff shall assist the President and the other officers in the discharge of their duties.

ARTICLE V: BOARD OF DIRECTORS

The Board of Directors shall consist of the President, President-elect, Immediate Past President, Secretary-Treasurer, three Directors-at-Large, and the President of the AUR. The Chair of the Steering Committee of the American Alliance of Academic Chief Residents in Radiology and the Chair of the Committee on Education of the AUR shall be invited to attend and the President may, at his or her discretion, invite other individuals to attend Board meetings. Members of the Board need not be residents of the state of Illinois.

ARTICLE VI: COMMITTEES

Section 1: Appointment

The President shall appoint members to all committees within two months of the Annual Meeting. Additional committee members may be appointed during the year at the suggestion of the committee chairs. If an appointee is unable to fulfill his/her duties, the president may designate a replacement. Committee members will assume their duties at the closest annual meeting, and may serve not less than one and not more than four consecutive years with possible appointment for additional terms.

Standing committees shall consist of the Rules Committee, Program Committee, Finance Committee, Nominating Committee, Awards Committee, Membership Committee, Education Committee and Long Range Planning Committee. The Board of Directors may from time to time establish such additional committees as are deemed advisable. Any such committee shall consist of as many officers and/or other persons and have purposes and powers as may be designed by the Board of Directors upon establishment of the committee or from time to time thereafter. Unless otherwise provided by the Board of Directors, the President shall appoint the members of a committee, subject to the authorization of the membership, the approval of the Board of Directors, and shall, in so far as is possible, select appointees from each of the three groups designed in Article V. If a person is appointed or elected to a committee or other position within the Association and is unable or unwilling to serve, the President may appoint another general member to serve until the next annual meeting. Committee members shall be appointed yearly, and may serve for not less than one and not more than four consecutive years.

Section 2: Composition

Standing and ad hoc committees will exist. Committee chairs shall submit annual reports to the President in advance of the Annual Meeting.

Section 3: Standing Committees

a. The Rules Committee shall consist of three members and will prepare amendments or changes in the bylaws for approval of the membership at the direction of the President. The chair of the Rules Committee shall serve as parliamentarian during the annual meeting of the Association.

b. The Program Committee shall consist of the President-elect who will serve as chair, the Secretary-Treasurer, the First Director-at-Large, and two members appointed by the President. This committee with the counsel of the President and the President of the AUR, will be responsible for the development and implementation of all aspects of the annual Program Directors Symposium.

c. The Finance Committee shall establish continuity in the supervision and monitoring of all fiscal activities of the Association including review of the annual budget as well as the operational budget for each annual meeting. The committee shall advise and make recommendations to the officers and the Board of Directors and through them to the membership in matters concerning the fiscal status of the Association. The committee shall be made up of the Secretary-Treasurer who serves as Chair, the First Director-at-Large, and three active members, one elected each year for three years of overlapping tenure.

The Account Executive of the Association shall be an ex-officio member of the committee.

d. The Nominating Committee shall consist of the Immediate Past President of the Association who will serve as the chair, the President, and two members appointed by the President. The Nominating Committee shall select one candidate for Director-at-Large and one candidate for the Finance Committee as prescribed in Article V. The chair of the Nominating Committee will present the nominees for election at the annual meeting.

e. The Awards Committee shall consist of five members including the Second Director-at-Large, and First Director-at-Large who will serve as Chair.

The Achievement Award of the Association of Program Directors in Radiology is given to an individual who has made significant contribution to the advancement of education in radiology or service to the society. The Awards Committee may select a candidate for the award and will submit any name selected to the Board of Directors of the APDR at the Fall Board meeting for approval. Any award will be presented at the spring APDR meeting. The Awards Committee will act in a similar manner if other awards or honors are established by society.

f. The Membership Committee will review all new membership applications. The Membership Committee shall encourage and facilitate the recruitment of new members. It shall consist of the second and third Directors-at-Large and at least three other members. Appointed members shall each serve staggered three-year terms.

g. The Education Committee will establish the educational objectives of the society and suggest methods for their implementation. The President will appoint a chairperson and three additional members.

h. The Long Range Planning Committee will consist of a chairperson and at least three other members. The chairperson will be selected by the APDR Nominating Committee and will serve a three-year term. The additional members will be appointed by the President.

Section 4: Ad Hoc Committees

Ad hoc committees may be appointed by the President as are necessary to conduct the business of the Association. Ad hoc committees will serve until the next business meeting of the the Association following their appointment. As with standing committees, their appointment shall be for not less than one and not more than four consecutive years.

ARTICLE VII: MEETINGS

Section 1: Annual Meeting

There will be at least one meeting of the membership each year in conjunction with the meeting of the Association of University Radiologists. All members shall be notified of the date and place of the annual meeting at least two months in advance. The Board of Directors may provide by resolution the time and place, either inside or outside Illinois, for the holding of additional regular meetings.

In addition to convening at the annual meeting, the Board of Directors shall meet during the annual meeting of the Radiological Society of North America.

Section 2: Special Meetings

Special meetings of the Association may be called at the discretion of the Board of Directors at a time and place to be designated by the President. Notice of a special meeting, together with a statement of the business to be transacted at such a meeting, shall be sent to each voting member of the Association no fewer than 14 days before the date of such a meeting. No business other than that specified in the notice of the special meeting shall be transacted.

Section 3: Quorum

A quorum for conducting business at the annual meeting and for the election of officers shall be determined as the members present at the appointed time and place of the meeting.

ARTICLE VIII: DUES AND FEES

The annual dues shall be such as the Board of Directors may fix. They shall be charged and paid to the Treasurer by July 1 of each year. They will be considered past due on October 1, and the benefits of membership will be suspended by action of the Board of Directors at its meeting held in conjunction with the annual meeting of the Radiological Society of North America as specified in Article VII, Section 1. The suspended member will have the right to reapply for membership upon payment of dues and application fees.

The annual dues recommended by the Board of Directors and approved by the membership at the annual meeting will commence October 1, the beginning of the Association's fiscal year.

Emeritus members are relieved of paying dues.

ARTICLE IX: INDEMNIFICATION

Section 1: Direct Indemnification

To the full extent specifically authorized by, and in accordance with the procedure prescribed in, Section 108.75 of the Illinois General Not-for-Profit Corporation Act (or the corresponding provisions of any future statute applicable to corporations organized under that Act), the Corporation shall indemnify any and all of its directors, officers, committee members, employees, agents and other authorized representatives for expenses and other amounts paid in connection with legal proceedings (whether threatened, pending or completed) in which any such persons become involved by reason of their serving in any such capacity for the Corporation.

Section 2: Insurance

Upon specific authorization by the Board of Directors, the Association may purchase and maintain insurance on behalf of any or all officers, committee members, employees, agents, or other authorized representatives of the Association against any liability asserted against any such person and incurred in any such capacity, or arising out of the status of serving in any such capacity, whether or not the Association would have the power to indemnify them against such liability under the provisions of Section 1 of this Article.

ARTICLE X: CONTRACTS, CHECKS, DEPOSITS AND GIFTS

Section 1: Contracts

The Board of Directors may authorize any officer or officers or agent or agents of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2: Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers or agent or agents of the Association in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer and countersigned by the President or President-elect of the Association.

Section 3: Deposits

All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4: Gifts

Any officer or Director may accept on behalf of the Association any unrestricted or unconditional contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association. Any restricted or conditional contribution, gift, bequest, or devise may be accepted only by the Board of Directors on behalf of the Association.

ARTICLE XI: BOOKS AND RECORDS

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors.

ARTICLE XII: FISCAL YEAR

The fiscal year of the Association shall begin on the first day of October in each calendar year and end on the 30th day of September in each calendar year.

ARTICLE XIII: WAIVER OF NOTICE

Whenever any notice is required to be given under applicable law, the articles of Incorporation, or these bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV: RULES OF ORDER

In absence of any provisions to the contrary in these bylaws, all meetings of the Association shall be governed by the parliamentary rules and usages contained in the current edition of the Sturgis' Standard Code of Parliamentary Procedure.

ARTICLE XV: AMENDMENTS

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by written ballot of a majority of the members or by a vote of two-thirds of the voting membership present at an annual meeting, provided that written notice of the proposed change or changes shall have been included in the notice of any such meeting. Written notice of the proposed change or changes shall be included in a notice of the meeting sent to all active members in good standing at least 30 days prior to the meeting.

ARTICLE XVI: DISSOLUTION

In the event of the dissolution of the Association, the Board of Directors shall, after paying or making provision for payment of all the liabilities of the Association, dispose of all assets exclusively for the purposes of the Association in such manner, or to such organizations organized and operated exclusively for charitable, religious, educational, literary, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, or the corresponding provisions of any future United States Internal Revenue law, as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are operated exclusively for such purposes.