Bylaws

The name of this organization shall be the Michigan Academy of Physician Associates, Inc., herein referred to as the “Academy”.

The principal office of the corporation is located at N83W13410 Leon Road, Menomonee Falls, Wisconsin.

The principal office of the Academy will be determined from time to time by the Board of Directors.

The Academy may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

The Academy is a constituent chapter of the American Academy of Physician Associates(the “AAPA”). The Academy is organized and shall be operated for philanthropic, educational and scientific purposes and such other terms as its members desire. In furtherance of these purposes, through appropriate mechanisms, the Academy shall:

1. Represent physician associates and student physician associates in order to maximize the benefit of their services to the public and their stakeholders;

2. Encourage its membership to render quality services to the health profession and the general public;

3. Encourage its membership to abide by the AAPA code of ethical conduct;

4. Develop, sponsor, and evaluate continuing medical education programs for physician associates;

5. Be proactive in the continuing development of the physician associate role;

6. Develop, coordinate, and participate in studies having an impact, direct or indirect, on the physician associate  profession;

7. Serve as a public information center with respect to its members, health professions, government agencies, and the general public;

8. Represent its members in matters of legislation in order to maintain and further develop the practice of the profession;

9. Assist its members in developing awareness and proficiency in diversity issues.

Notwithstanding any other provision of these Bylaws, the Academy shall exercise its powers, rights and privileges, whether conferred by this instrument, or by the laws of the State of Michigan, or otherwise, only in furtherance of its educational and scientific purposes.

Membership in the Academy shall consist of individuals who meet the requirements for membership as herein defined. No member shall hold more than one membership in the Academy. There is no limit on the number of members the Academy may admit. A record of current members will be kept at the principal office. A member of this Academy is not, as such, personally liable for the debts, liabilities, or obligations of the Academy. No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death or termination of membership.

Membership in the Academy shall consist of (a) Fellow Members, (b) Sustaining Members, (c)Associate Members, (d) Student Members, (e) Honorary Members, (f) Affiliate Members, and (g) such other members as may be recognized by the Board of Directors.

A fellow member shall be a physician associate who is a graduate of an accredited educational program and/or who is certified by an agency recognized by the Board of Directors and has active fellow membership within AAPA. Fellow members shall have full voting rights and shall be eligible to hold office. Fellow members shall be required to pay dues annually unless dues are waived on an annual basis by a majority vote of the Board of Directors.

A sustaining member shall have the same requirements and benefits as a fellow member but they are not members of AAPA and will not be able to vote on any issues associated with AAPA (i.e., voting for House of Delegates).

An associate member shall be a physician associate who is a graduate of an accredited educational program and/or who is certified by an agency recognized by the Board of Directors, but who resides out of state, is retired or otherwise inactive from clinical practice. Associate members shall be required to pay annual dues and are entitled to the privileges of the floor, but shall not be entitled to vote or to hold office.

A student member is an individual who is enrolled in a physician associate program approved by the Accreditation Review Commission on Education for the Physician Assistant or successor agency, an accredited or provisionally approved physician associate program. Student members shall not be entitled to vote, chair committees, or hold office other than the board student representative. A Student Advisory Committee shall represent the concerns of students as defined in Policy. Student members shall be required to pay dues.

Honorary membership may be conferred upon persons who have rendered distinguished service to the physician associate profession in Michigan, upon the recommendation and vote of the Board of Directors. Honorary members shall have all the rights and privileges of the Academy with the exception of voting, holding office and/or chairing committees. Honorary Members shall be exempt from the payment of dues.

Affiliate members shall consist of individuals who do not qualify for any other membership category. Affiliate members shall be entitled to the privileges of the floor, but shall not be entitled to vote or to hold office. Affiliate members shall be required to pay annual dues.

All applications for membership shall be in writing or electronic in an application format approved by the Board of Directors. Membership shall become effective immediately upon approval of application and payment of dues. There shall be issued to each member a certification of membership in such form as may be determined by the Board of Directors; title to such certification remains at all times with the Academy.

Any member who is under sentence of suspension or expulsion pursuant to Article X of these Bylaws shall not be entitled to any of the rights or benefits of this Academy or be permitted to take part in any of the proceedings until the member has been reinstated.

Membership in the Academy shall not be based on gender, color, creed, race, religion, sexual orientation or ethnic origin.

The elections committee, subject to the approval of the Board of Directors, shall establish all rules and regulations governing the elections.

The Elections Committee shall direct the Academy administrator to distribute an electronic ballot at the opening of the election on May 1 of each year. Any eligible member is entitled to one vote, via electronic ballot on each matter properly submitted to a vote by the members.

Self declaration of candidacy for any office in the Academy must precede the preparation of ballots according to elections policy. The elections shall occur no later than June 15 of each year.

1. Self-declaration will be permitted in the election of Officers for those who meet minimal criteria for open positions.

2. Declaration must be in writing addressed to the Nominating Committee c/o the Michigan Academy of Physician Associates at the current Academy mailing address.

3. A candidate may declare for only one office.

In order to declare candidacy for a position on the board of directors the following minimal criteria must be met:

1. Must hold an active fellow membership for executive committee and house of delegate or a fellow/sustaining member for region representatives to the Michigan Academy of Physician Associates for at least one year prior to the declaration deadline

2. Must currently reside at a primary residence in the State of Michigan

3. Must currently or previously have practiced in the State of Michigan

4. For a candidate seeking re-election they must be in good standing with the MAPA Board of Directors

These eligibility criteria are not applicable to the Student Member of the board of directors.

Fellow members in good standing shall have the right, but not the obligation, to cast a vote. Sustaining members shall have the right, but not the obligation, to cast a vote for all candidates except those to the AAPA House of Delegates.

There shall be thirteen (13) directors with voting privileges (the “Directors”). In addition to the five Officers below, there shall be one director elected from each of the State's seven regions and one student board member. These Directors are Fellows whose term of office shall be for two (2) year periods. The Directors from Regions I, III, V and VII shall be elected in the odd numbered years and the directors from Regions II, IV and VI shall be elected in even numbered years. Each Director must either work or live in the region that they will represent. These regions will be determined by the Board. Student representatives, elected by their peers, one from each Michigan PA program, will be advisory members of the Board, and will elect one student board member with voting privileges as outlined in Administrative Policy. 

The term of office for Officers and Directors, shall begin on July 1 to coincide with the beginning of the Academy's fiscal year.

It shall be the duty of the Directors to:

1. Perform any and all duties imposed on them collectively or individually by law or by these Bylaws and Administrative Policy;

2. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws prescribe the duties and fix the compensation, if any, of all Officers, agents and contractors of the Academy;

3. Supervise all Officers, agents, contractors, and employees of the Academy to assure that their duties are performed according to all Bylaws and Administrative Policy;

4. Meet at such times and places as required and permitted by these Bylaws; and

5. Register their addresses, residential and/or email, with the Secretary of the Academy and/or the staff contracted by the Academy. Notices of meetings emailed to them at such addresses shall be valid notices thereof.

Without prejudice to the powers confirmed by statute, by the Articles of Incorporation, and by these Bylaws, the Directors of the Academy shall be responsible for the setting of policies concerning the property, business and affairs of the Academy. It is expressly declared that only the Board of Directors shall have the following powers and these powers shall not be delegated:

1. To appoint or remove pursuant to the affirmative vote of a two-thirds (2/3) majority of its entire membership of Directors, an Executive Director or Chief Physician Associate Officer (CPAO) pursuant to Article XI, to fix and alter the amount of their compensation, and to prescribe their tenure in office;

2. To alter these Bylaws (except by a vote of members as provided elsewhere in these Bylaws)

3. To order disposal of property or assets;

4. To recommend dissolution or revocation of dissolution;

5. To fill board vacancies; and

6. To terminate memberships.

Directors shall serve without compensation except for reimbursement of expenses incurred in the performance of their duties as defined by the budget and Administrative Policies.

Vacancies on the Board of Directors shall exist on the death, resignation or removal of any Director. Any Director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Academy would then be left without three duly elected directors in charge of its affairs, except upon notice to the Office of the Attorney General of Michigan or other appropriate agency of the State of Michigan. Resignations will be taken on a first-come, first-serve basis based on timestamped correspondence.

In the event of a vacancy in the office of President, the President-elect shall become the President to serve the unexpired term and shall serve their own, the successive term, as President.

In the event of a vacancy in the office of the President-elect, the Secretary shall assume the duties, but not the office of the President-elect. A general membership election will be held within ninety (90) days of said vacancy for the purpose of electing a new President-elect.

All other vacancies occurring in the Board of Directors shall be filled (with the exception of the immediate past president) for the unexpired terms by a vote of the majority of the remaining members of the Board of Directors or by a sole remaining Director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until their death, resignation or removal from office.

Directors may be removed from office, with cause, as permitted by and in accordance with the laws of the State of Michigan, these Bylaws, Administrative Policy, and  The Standard Code of Parliamentary Procedure, 4th Edition by Alice Sturgis.

The Directors and Officers of the Academy shall be indemnified as of right to the fullest extent now or hereafter permitted by law in connection with any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the name of the Academy, a subsidiary or otherwise) in which a Director or Officer is a witness or which is brought against a Director or Officer in their capacity as a Director or Officer of the Academy or of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which the Director or Officer was serving at the request of the Academy. Persons who are not Directors or Officers of the Academy may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors.

The Academy may purchase and maintain insurance to protect itself and any such Director, Officer or other person against any liability asserted against him or her and incurred in respect of such service whether or not the Academy would have the power to indemnify such person against such liability by law or under the provisions of this section. A copy of the D&O certificate can be produced upon written request.

The provisions of this section shall be applicable to actions, suits or proceedings, whether arising from acts or omissions, and to Directors, Officers, and other persons who have ceased to render such service, and shall inure to the benefit of the heirs, personal representatives, executors and administrators of the Directors, Officers and other persons referred to in this section.

The right of indemnity provided pursuant to this section shall not be exclusive, and the Academy may provide indemnification to any person, by agreement or otherwise, on such terms and conditions as the Board of Directors may approve that are not inconsistent with the Michigan Nonprofit Corporation Act (or other law). Any agreement for indemnification of any Director, Officer or other person may provide indemnification rights which are broader or otherwise different from those set forth in, or provided pursuant to, or in accordance with, this section. Any amendment, alteration, modification, repeal or adoption of any provision in these Bylaws inconsistent with this section shall not adversely affect any indemnification right or protection of any Director, Officer or other person existing at the time of such amendment, alteration, modification, repeal or adoption.

The Board of Directors shall hold meetings at such time and at such places as shall be designated by the President but in no event shall there be less than three (3) such meetings in any calendar year and an absolute majority of the membership of the Board shall constitute a quorum for the purposes of transacting business; unless otherwise stated in these Bylaws, an affirmative vote by a majority of the Board members present shall constitute action of the Board of Directors.

The Board of Directors has the authority to hold meetings by conference call or other remote means as long as all participants can hear each other and participate simultaneously. Such communication requires that the names of all participants are divulged to all participants.

Any Director failing to attend two consecutive meetings of the Board of Directors, or failing to attend meetings in their entirety without good reason, shall be considered for a program of remediation approved by the Board of Directors.

Notification of regular and special meetings may be distributed by electronic means.

The Board of Directors may take action on items without a meeting and through electronic means. Such decisions must pass by a 2/3 majority of seated board members. The vote shall remain open for 48 hours unless otherwise specified. Such decisions will be recorded in minutes after the vote is finalized.

The officers of the Academy shall be a President, a President-elect, a Secretary, a Treasurer, and the Immediate Past President (each, an “Officer” and collectively, the “Officers”)

The President-elect, Secretary, and Treasurer shall be elected by the fellow and sustaining membership at the annual elections of the Academy. Each Officer shall hold office until the Officer resigns or is removed or is otherwise disqualified to serve, or until their successor shall be elected and qualified, whichever occurs first. The term of office for President-Elect shall be three years with automatic succession to President after one year and Immediate Past President after two years. The term of office for the Secretary and Treasurer shall be two (2) year terms. The term of office for Secretary shall begin in odd-numbered years and the term of office for Treasurer shall begin in even-numbered years.

1. The President (chief executive officer) shall be subject to the control of the Board of Directors, supervise and control the affairs of the Academy and the activities of the Officers. The President shall perform all duties incidental to the office and such other duties as may be required by law, by the Articles of Incorporation, by these bylaws, by the Administrative Policy, or by the Board of Directors. The President shall preside at all meetings of the Board of Directors and at all meetings of the members, assuring the integrity of governance. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by the Bylaws, the President shall, in the name of the Academy, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

The President shall make a full report of the year's activities at the annual meeting of the Academy. The President shall appoint all committees of the Board of Directors (except the Executive Committee) and shall designate the Chair thereof, subject to the approval of the Board of Directors. The President shall report on the activities of the Executive Committee at each Board of Directors meetings. The President shall also be responsible for notifying the Board of Directors between regular meetings of information which is of an urgent nature which may require Board actionIn the absence of the President, or in the event of the President’s inability or refusal to act, the President-elect shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions on the President. The President-elect shall succeed to the office of President at the expiration of the President's term or earlier should that office become vacant for any reason. The President-elect will organize and conduct, with the assistance of the Nomination Committee, all elections. The President-elect shall also have other powers and perform such other duties as may be prescribed by law or by the Board of Directors.3. The Secretary shall:Certify and keep or cause to be kept, at the principal office of the Academy the original, or a copy, whether such copy is in an electronic or hard copy form, of these Bylaws as amended or otherwise altered to date, available upon demand for review by members or an agency of the State of Michigan or the United States Government.

Keep or cause to be kept, at the principal office of the Academy and at such other place(s) as the Board may determine, a record of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records as authorized by law or the provisions of these Bylaws, to duly executed documents of the Academy.

Keep or cause to be kept, at the principal office of the Academy a membership record containing the name and address of each member, and, in the case where any membership has been terminated, the Secretary shall record or cause to be recorded, such fact in the membership record together with the date on which such membership ceased. Exhibit at all reasonable times to any Director of the Academy, or their agent or attorney, on request thereof, the Bylaws, the membership record, and the minutes of the proceedings of the Directors of the Academy.

In general, perform all duties incidental to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.4. The Treasurer shall assume the following duties:
Assume responsibility for adequate and proper accounts of the properties and business transactions of the Academy.

• Cause the filing of the IRS Form 990 on a timely basis.
• Provide a copy of the IRS Form 990 to the Board of Directors for their review.
• Give a complete financial report at the annual meeting to the membership.
• Deposit or cause to be deposited all monies and other valuables in the name and to the credit of the Academy with such depositories as may be designated by the Board of Directors.
• Disburse, or cause to be disbursed, the funds of the Academy as may be ordered by the Board of Directors, taking proper vouchers for such disbursements.
• Exhibit at all reasonable times the books of account and financial records to any Director of the Academy, or to their agent or attorney, on request thereof.
• Render to the Board of Directors, whenever requested, an account of all transactions as Treasurer and of the financial conditions of the Academy.
• Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

 In general, have such other powers and perform such other duties as may be prescribed by the Board of Directors, these Bylaws, Administrative Policies, or the Articles of Incorporation.5. The Immediate Past President shall:
Perform such duties as may be assigned by the President or the Board of Directors.108.04 COMPENSATION

Officers shall serve without compensation except that for reimbursement of expenses incurred in the performance of their duties.

The Executive Committee of the Board of Directors shall consist of the President, President-elect, Secretary, Treasurer, Immediate Past President, and the Executive Director or Chief Physician Associate Officer. Only elected officers shall have voting privileges.

The Executive Committee shall meet at least 4 times a year, at a place and time decided by the Committee. Place and time of such meetings is available to any Board member by contacting the President. Other Directors may be invited to attend any or all Executive Committee meetings, but are otherwise not required to do so.

The duties of the Executive Committee are to apply the policies established by the Board of Directors in the business of the Academy. These may include, but are not limited to: communication with members, the public, other professional associations, and the government; short term financial decisions; and urgent and emergency matters.

The Executive Committee shall not purchase or dispose of property or assets, recommend dissolution or revocation of dissolution, fill board vacancies, fix Director compensation, or terminate memberships in the name of the Academy without the express approval of the Board of Directors.

By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, and fill vacancies on the Executive Committee from the members of the board.

The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the Academy records, and report the same to the Board from time to time as the Board may require.

Committees shall be designated by the Board of Directors or established by the President with the consent of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.

The President shall seek the advice and counsel of the Executive Committee for appointments or terminations of committee chairs or members when a delay of more than fourteen days (14) will occur before a Board of Directors meeting.

Each committee shall be responsible for the performance of the duties and functions delegated to it by the Board of Directors or the President. Disagreement between a committee and the President shall be resolved by appeal to the Executive Committee, whose decision stands until the next Board of Directors meeting.

In event of no appointment being made of a committee chair, or of absence, i.e., death, illness, etc., a chairman may be selected by the committee from its own membership.

110.01 The Board of Directors shall be accountable for the internal judicial affairs of the Academy.

110.02 The Academy has the inherent right through the Board of Directors to discipline, suspend, or expel an Academy member.

110.03 Anyone may in good faith refer charges against any Academy member believed to have violated the Academy’s Articles, Bylaws, policies, or rules, or for unethical or unprofessional conduct, or for failure to uphold the Academy's principles or for acting in a manner inconsistent with the Academy’s purposes.

110.04 The Academy, after due notice and hearing, may, by a two-thirds (2/3) vote of the sitting Board of Directors, discipline any member for a violation of the Academy’s Articles, Bylaws, policies, or rules, or for unethical or unprofessional conduct, or for failure to uphold the Academy's principles or for acting in a manner inconsistent with Academy’s purposes. The notice and hearing procedures for such disciplinary actions may be determined by the Board of Directors from time to time.

110.05 If any members has their physician assistant license or certification currently revoked as the result of a final adjudicated disciplinary action for violation of their professional practice statutes or regulations, then their membership in the Academy shall be automatically revoked. Any individual who has their physician assistant license or certification currently revoked as the result of a final adjudicated disciplinary action for violation of their professional practice statutes or regulations shall be ineligible to apply for membership in the Academy during the period of that revocation.

111.01 The Board of Directors shall have the authority to contract with an Executive Director and or an Association Management Company to act as administrative and business manager of the Academy. The Board shall negotiate duties and rights appropriate to the relationship selected. In no case shall the hired personnel have a vote in the meetings of the Board of Directors.

111.02 The Board of Directors shall review performance of this administrative contract on a regular basis.

Academy dues paying members shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

Upon written request of a member, the Secretary of the Academy shall provide or cause to be provided, the IRS 990 forms filed, its balance sheet as at the end of the preceding fiscal year; its statement of income for such fiscal year; and, if prepared, its statement of source and application of funds for such fiscal year.

A person who is a member of record, upon at least 10 days' written demand to the Secretary of the Academy, may examine for any proper purpose in person or by agent or attorney, during usual business hours, the Academy’s minutes of meetings and record of members and make extracts there from, at the places where they are kept.

An annual meeting of the Academy’s membership shall be held at a date, time and location established by the Board of Directors. Notification of this meeting may be conducted through electronic means.

Special meetings of members who are eligible to elect directors and officers may be held as necessary by the Academy.

1. The President of 10 percent of membership may call a special meeting of members

2. The notice for a special meeting will indicated when, where, by what means the meeting will be held (In person or electronically), and the business to be discussed. Notice will be sent to members at least seven (7) days but not more than 30 days before the meeting. Notice may be delivers electronically.

3. The quorum for special meeting will be the same as required for regular meetings of the board

113.01 In the absence of any provisions to the contrary in the Bylaws, all meetings of the Academy shall be governed by the parliamentary rules and usages contained in the current edition of Sturgis: Standard Code of Parliamentary Procedure.

The amount of annual dues and assessments and manner of payment shall be determined by the Board of Directors.

The Bylaws of the Academy may be amended or repealed by a two-thirds (2/3) vote of the full Board of Directors provided notice of the proposed amendment shall have been given in writing to the members of said Board at least thirty (30) days prior to the respective votes on the proposed amendment.

Alternately, the Bylaws of the Academy may be amended, altered, or repealed by a two-thirds (2/3) vote of the voting members, provided notice of the proposed amendment shall have been given in writing to the members of the Academy at least thirty (30) days prior to the respective votes on the proposed amendment.

These votes shall be cast either in person, by mail or by electronic means.

If the Academy must dissolve, after paying or making provisions for the payment of all liabilities of the Academy, the Board of Directors shall dispose of all remaining assets exclusively for purposes similar to the purpose of the Academy and to such organizations that qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Service Code.