About ACOEM

Article XVIII. Amendments to the Bylaws

The College will consider proposed amendments to the Bylaws in the following manner:

Section 1. Sources of Bylaws Amendments.

Amendments by the Bylaws, Policy and Procedures Committee. The Bylaws, Policy and Procedures Committee may propose amendments to the bylaws consistent with the committee’s FRO or as referred to the committee by the Board of Directors. Additionally, the Bylaws, Policy and Procedures Committee may expand otherwise proposed amendments to ensure amendments are complete and consistent with the bylaws as a whole. Amendments proposed by the Bylaws, Policies and Procedures Committee, if approved by the Board of Directors, will be presented to the Membership for acceptance or rejection during the subsequent AOHC balloting cycle.

Amendments by the Board of Directors. The Board of Directors may initiate amendments to the bylaws by simple majority vote at any regular or special meeting of the Board. Amendments proposed by direct Board action will be presented to the Membership for acceptance or rejection during the subsequent AOHC balloting cycle.

Amendments by the Membership. A proposed amendment to the bylaws must be submitted in writing to the College by September 1 before the AOHC after which it will be considered and voted on. Proposed amendments may be submitted by an ACOEM member and require:

The active member sponsoring (the Sponsor) the amendment,

the names of at least twenty-five (25) active members supporting the amendment, including the sponsor(s),

a statement of purpose for the bylaws amendment, and

the amended language to be considered including any deletions from the current bylaws.

Section 2. Amendment Process for Proposed Changes by Members of the College.

 

Proposed bylaws amendments shall be shared with the Bylaws, Policies and Procedures Committee by September 15. The Bylaws, Policies and Procedures Committee shall evaluate the amendment, provide comments on the merits of the amendment, and recommend to the Board of Directors and the House of Delegates at their fall meetings that the amendment be adopted, modified, or rejected by the Membership of the College.

The Bylaws, Policies and Procedures Committee may declare proposed amendments as invalid if it finds the submission is:

Legally infeasible to implement,

financially infeasible to implement,

not substantially different from previous proposed amendments voted on and not adopted by the Membership within three (3) years,

not materially appropriate for the bylaws, or

does not contain the required material as defined in Article XVIII, Section 1 above.

The Bylaws, Policies and Procedures Committee may elect to work with the amendment Sponsor to revise the amendment based on the committee’s input, as time permits. Any proposed amendment determined to be invalid by the Bylaws, Policies and Procedures Committee will be presented to the Board where the determination will be reviewed. The Board shall make the final determination that any proposed amendment is invalid.

All valid proposed bylaws amendments will be presented to the House of Delegates during the fall meeting for evaluation and discussion on the merits of each proposed amendment. Sponsors of amendments and members of the Bylaws, Policies and Procedures Committee may attend the fall House of Delegates meeting to answer questions related to proposed amendments.

For each proposed amendment, the House of Delegates shall vote to recommend that the amendment be adopted, modified, or rejected by the Membership of the College.

All valid bylaws amendments will be presented to the Board of Directors during the fall meeting for evaluation and discussion on the merits of each proposed amendment. At the Board’s discretion, amendment Sponsors may be invited to participate in the Board’s discussion.

For each proposed amendment, the Board shall vote to recommend that the amendment be adopted, modified, tabled, or rejected by the Membership of the College. For proposed amendments that have been tabled, the Board may identify an appropriate time period or conditions that must be satisfied before the proposed amendment can be reconsidered.

If the Board of Directors and the House of Delegates disagree on their respective recommendations to the Membership of the College on a proposed amendment, and that proposed amendment has not been moderated, then that proposed amendment shall be referred to the Bylaws, Policies and Procedures Committee for moderation in the interest of presenting the Membership of the College a unified recommendation by the Board of Directors and the House of Delegates.

For any proposed amendment requiring moderation, the Bylaws, Policies and Procedures Committee will facilitate discussions between the Executive Committee of the Board of Directors, the Executive Committee of the House of Delegates, and the Sponsor of the proposed amendment in an effort to:

Modify the amendment such that it can gain support from both the Board of Directors and the House of Delegates, or

Build broader support for the proposed amendment among both the Board of Directors and the House of Delegates.

Moderated proposed amendments shall be reconsidered at the subsequent fall meetings of the Board of Directors and the House of Delegates.

Proposed amendments may be moderated only once. If the Board and House of Delegates remain in disagreement on their respective recommendation after one moderation cycle, the proposed amendment is rejected.

Voting of the Membership. Within thirty (30) days of the AOHC, the College shall send each eligible voting member, by mail or electronic means, a packet including the details of all valid, proposed and not withdrawn bylaws amendments. The Membership shall be asked to vote on each proposed amendment. The packet will contain details of the voting process, electronic or written. The Membership shall have at least thirty (30) days to cast their ballots. The Membership shall vote to adopt or reject each proposed amendment. Proposed amendments not receiving at least one hundred (100) votes are considered to be rejected. Additionally, proposed amendments not receiving at least two-thirds (2/3) of votes in favor of adoption shall be considered rejected.

Effect of Adoption of the bylaws Amendment. Following the completed voting on proposed bylaws amendments, the results of the balloting shall be shared with the Membership of the College, the House of Delegates, and the Board of Directors. Adopted bylaws amendments will become effective immediately following the first Board Meeting succeeding the completion of the voting of the Membership.

Withdrawal of Proposed Amendment. Any amendment shall be considered withdrawn from consideration provided:

The Sponsor of the proposed amendment notifies the College that she/he wishes to withdraw the amendment, or

The proposed amendment is declared to be invalid by the Bylaws, Policies and Procedures Committee.

 
 Section 3.  Legally Mandated Changes.
 
If the Board of Directors, upon advice of legal counsel, by a two-thirds vote of those members present and voting, determines that changes are required in the corporate, tax status, policies, or other positions of the College because of the enactment, modification, repeal, amendment, reinterpretation or other change in any legislation or regulation, whether federal, state or local, such changes shall be made immediately to ensure complete compliance with the law, without the prior approval of the Membership. These changes must be ratified at the next meeting of the Membership, but shall be effective and binding prior to ratification. If the Membership does not ratify the actions of the Board of Directors, such actions shall be deemed null and void.