BYLAWS OF THE ARKANSAS CHAPTER AMERICAN COLLEGE OF CARDIOLOGY May 15, 2006 ARTICLE I. NAME AND PURPOSE Section 1. Name This organization, a not-for-profit corporation, shall be known as the Arkansas Chapter of the American College of Cardiology (hereinafter referred to as the "Chapter"). Section 2. Purpose The purpose of the Chapter shall be to contribute to the prevention of cardiovascular diseases and to ensure optimal quality of care for individuals with such diseases. In carrying out these purposes the Chapter shall function, in consultation with the leadership of the College, as a source of advice to local and state governmental and professional organizations concerning issues related to cardiovascular disease. The Chapter shall, in the interests of patients, physicians, and the public in general, maintain a high level of social consciousness and involvement with socioeconomic factors and access to the highest possible quality of cardiovascular health care. *This Chapter will be formed as a 501(c)(6) not-for-profit corporation under the federal and state' tax codes. ARTICLE II. MEMBERSHIP Section 1. Eligibility All members of the American College of Cardiology residing or working in Arkansas shall be eligible for membership in the Chapter. Section 2. Classes of Members The Chapter shall have three classes of membership. The qualifications for membership in the respective classes are: A. Active Members: all Fellows, Associate Fellows, Members, Distinguished Fellows and Honorary Fellows of the American College of Cardiology residing or working in Arkansas. B. Affiliate-in-Training Members: all Affiliates-in-Training of the American College of Cardiology residing or working in Arkansas. C. Emeritus Members: all Emeritus members of the American College of Cardiology residing or working in Arkansas. Section 3. Voting and Office Holding Rights Only Active members of the Chapter in good standing shall be eligible to vote and hold office in the Chapter. Other classes of Chapter membership shall be eligible to serve on committees of the Chapter. Section 4. Termination of Membership Membership in the Chapter shall terminate when the member ceases to hold membership in the American College of Cardiology or fails to pay Chapter dues as specified in Article VIII. ARTICLE III. OFFICERS Section 1. Officers The officers of the Chapter shall consist of the President, the President-elect, the Immediate Past President and the Secretary-Treasurer. The American College of Cardiology Governor for the state of Arkansas shall serve concurrently as the President of the Chapter. The American College of Cardiology Governor-Elect for the state of Arkansas shall serve concurrently as the President-Elect of the Chapter. The American College of Cardiology Immediate Past Governor for the state of Arkansas shall serve concurrently as the Immediate Past President of the Chapter. Section 2. Election and Term of Office Governors and Governors-Elect of the College are elected through a process as set forth in Article III, Section 6 of the Bylaws of the American College of Cardiology. The term of office for College Governors is three (3) years; therefore, the Chapter President's term shall be for a like number of years. The term of office for College Governors-Elect is one (1) year; therefore, the Chapter President-Elect's term shall be for a like number of years. At the end of his/her one-year term as President-Elect, he/she shall begin a three-year term as President. The Chapter Immediate Past President shall also serve a term of three (3) years. Section 3. Vacancies If a vacancy for the office of President and/or President-Elect occurs for any cause it shall be filled, after consultation with the Chapter, in accordance with Article VI, Section 1 of the Bylaws of the American College of Cardiology. If the offices of Immediate Past President or Secretary-Treasurer become vacant, these offices shall be filled by action of the members of the council and subsequently ratified by the members of the Council at any meeting of the Council. ARTICLE IV. DUTIES OF OFFICERS Section 1. President The President of the Chapter, who concurrently is the American College of Cardiology Governor for the state of Arkansas shall be the chief elected officer of the Chapter and shall in general supervise and direct the business and affairs of the Chapter, in consultation with the Council. The President shall serve as Chairman at all meetings of the membership and of the Council. The President, in consultation with the Council and committee chairmen, shall appoint the members of all standing and special committees of the Chapter. Section 2. President-Elect and Immediate Past President The President-Elect and Immediate Past President shall assist the President in the discharge of the duties of the President as the President may direct, and shall perform such duties as from time to time may be assigned by the President. In the absence of the President, the Immediate Past President shall perform the duties of the President. ARTICLE V. COUNCIL Section 1. General Powers The administration, property, and activities of the Chapter shall be managed by its Council. The Council may employ a staff person or contract with an organization to be responsible for conducting affairs of the chapter. Affairs of the chapter shall include: maintaining a roster of all members of the chapter; sending all notices of meetings of the chapter; keeping a record of proceedings of all meetings; the responsibility for maintenance of adequate books and accounts for the chapter; responsibility for deposits and disbursements of funds; and, in general, perform duties as may be assigned by the chapter president or council. Section 2. Composition The Council shall consist of the officers of the Chapter and six active at-large members. The Chapter President shall serve as Chairman of the Council. Section 3. Election and Term of Office Council members shall be elected to serve a three-year term provided no councilor may serve more than two consecutive terms. Members who have served in an office for the maximum number of years or terms are eligible for re-election to that same office after one year. Elections will be held by mail ballot using candidates recommended by the Nominating Committee. A majority of members responding within thirty (30) days from the date mailed will constitute a quorum for the purpose of electing officers. Section 4. Vacancies A vacancy on the Council for members other than the President and President-Elect may be filled by action of the members of the Council at any meeting of the Council. The individual so appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor. Section 5. Meetings Meetings of the Council may be called by the Chapter President, who also serves as Chairman of the Council, or at the request of majority Council members. The President shall fix the place for holding all Council meetings unless otherwise directed by the council. The Council shall meet at least once each year, either in person or by teleconference. Section 6. Notice A notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be mailed to each Council member not less than thirty (30) days before the date of the meeting. Section 7. Quorum A majority of the members of the Council; when duly called and assembled, shall constitute a quorum for the transaction of business at any meeting of the Council. ARTICLE VI. COMMITTEES Section 1. Establishment of Composition Committees Composition Committees may be established by resolution of the Council adopted at any duly called and constituted meeting. The size, purposes and powers of any such committee shall be as provided in such resolution. The President of the Chapter shall, in consultation with the Council, appoint the members of each such committee. The term of service of any committee member may be terminated by the President, whenever, in the judgment of the President and the Council the best interests of the Chapter shall be served by such termination. Section 2. Term of Office The term of office for the members of all committees, with the exception of the Nominating Committee, shall be determined by the Council. Section 3. Chairman A chairman for each committee, with the exception of the Nominating Committee, shall be appointed by the President of the Chapter. Section 4. Vacancies Vacancies in the membership of any committee shall be filled by appointments made by the Chapter President. The individual so appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor. Section 5. Reporting All Chapter committees shall report to the Council. Section 6. Special Committees Upon recommendation by the Chapter President, the Council may establish special or ad hoc committees to address special subjects of interest to the Chapter. Section 7. Nominating Committee The President, President-elect, and Immediate Past President shall serve as the Nominating Committee. Charge and Function of the Nominating Committee - The committee shall recommend to the Council at least one nominee for each councilor position whose term is due to expire. Nominations shall be restricted to Active members of the Chapter. The committee shall not nominate any of its members to any position on the ballot. ARTICLE VII. MEETINGS Section 1. Annual Business Meeting The Chapter may hold an annual business meeting, open to all members and invited guests, at a time and place designated by the Council. The Council is described in Article V of these Bylaws. The purpose of the meeting would be to transact any business that may come before the Chapter. Section 2. Special Meetings Special meetings of the membership may be called by the President after consultation with the Council or upon written request of not less than twenty percent (20%) of the membership. Section 3. Notice of Meeting A notice stating the place, day and hour of the meeting shall be mailed to each member of the Chapter not less than thirty (30) days before the date of the meeting. In the case of special meetings, the purpose or purposes of the meeting shall be stated in the notification and no other business shall be transacted except that stated in the call. ARTICLE VIII. DUES AND ASSESSMENTS Annual dues and assessments shall be set by the Council and approved by the American College of Cardiology prior to implementation. The American College of Cardiology shall be responsible for billing all ACC members in the state of Arkansas for Chapter dues. Upon receipt of the dues payment, the American College of Cardiology shall promptly remit such payments to the Chapter Secretary-Treasurer. Active members, with the exception of [Distinguished fellows or Honorary Fellows, or both], shall be deemed as dues paying members. Dues shall be waived for Emeritus members and Affiliate-in-Training members. ARTICLE IX. REPORTING The Chapter shall submit to the American College of Cardiology an annual report which includes: a) a statement of income and expenses signed by a duly-authorized Chapter officer (usually the Secretary-Treasurer); b) a copy of Internal Revenue Service Form 990 and other required IRS forms submitted by the Chapter; and c) a summary of Chapter activities for the previous twelve-month period plans for the coming year. ARTICLE X. CHAPTER AND NATIONAL RELATIONS Neither the Chapter nor any of its officers, or members, is authorized to represent or in any way bind the American College of Cardiology, unless authorized to do so by the College President, nor will any of them in any way hold themselves out as being authorized to do so without specific authorization of the College President. The College shall inform the Chapter of all policy and position statements in order for Chapter statements to be consistent with those of the College, and major new policy statements by the Chapter shall be developed in consultation with College leadership. The relationship between the Chapter and the governing bodies of the American College of Cardiology is defined in the American College of Cardiology Constitution and Bylaws. Article XI of the constitution states that: 1. Chapters may be organized under guidelines established by the ACC board of Trustees for the purpose of furthering the objectives of the College. 2. Articles or Certificate of Incorporation and Bylaws of each Chapter must be approved by the Board of Trustees of the College. 3. After incorporation, no Chapter shall amend, restate, or otherwise change the provisions of the Articles of Incorporation, Bylaws or other governing documents without the approval of the ACC Board of Trustees. The American College of Cardiology may terminate Chapter status for any Chapter if the ACC Board of Trustees finds that the Chapter has engaged in activities detrimental to the best interests of the College. The Chapter shall be afforded an opportunity to be heard pursuant to such reasonable procedures as the ACC Board of Trustees shall provide. ARTICLE XI. DISSOLUTION Upon dissolution of the corporation, all its assets, after payment of all debts and other liabilities, shall be paid and distributed to the American College of Cardiology. ARTICLE XII. INDEMNIFICATION To the full extent permitted by law, the Chapter may indemnify any and all of its officers, council members and committee members for certain expenses and other amounts paid in connection with legal proceedings in which any such person becomes involved by reason of serving in any such capacity with or for the Chapter. The Chapter may purchase and maintain insurance on behalf of any or all officers, council members or committee members against any liability asserted against any such person, and incurred in any such capacity, whether or not the Chapter would have the power to indemnify them against such liability under the provisions of this article. ARTICLE XIII. ETHICS Members of the Chapter are expected to exhibit high ethical and moral standards. The Bylaws of the American College of Cardiology provide a mechanism for addressing matters related to the ethical conduct of all members of the College. ARTICLE XIV. AMENDMENTS Bylaws may be amended or repealed and new Bylaws may be adopted by mail ballot with a two-thirds (2/3) approval by the respondents, provided that written notice of the proposed change or changes has been mailed to each voting member at least thirty (30) days before the final vote count. However, before becoming effective such amendments must have the approval of the Board of Trustees of the American College of Cardiology.