[/vc_column_text][vc_column_text]Voting on Amendments is in progress by General Body. The Association encourages all members to participate.
Please watch the educational video.
Do you have a question about amendments?
If you have a question, please click here to ask. CABL committee will be pleased to answer.[/vc_column_text][vc_column_text]Voter Ballot Request
[/vc_column_text][vc_column_text]Have you Voted?
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If you have not received a ballot, please submit your request by clicking here.[/vc_column_text][vc_column_text]Frequently Asked Questions
Click on the question to view answers.
[/vc_column_text][vc_toggle title=”1. How are the bylaws amended?”]If there is a need to improve the organization that requires change in the bylaws, the BOT, Council or the membership can initiate an amendment to the bylaws. This request is referred to the Constitution and Bylaws Committee (CABL) that makes recommendations and prepares the draft for the council. The council receives CABL recommendations 30 days before its meeting and reviews the proposed amendments. These amendments are then discussed in the council meeting and voted. If the council approves the amendments, then they are submitted to general body for approval.[/vc_toggle][vc_toggle title=”2. What percentage of the Council members are required to initiate an amendment?”]Majority (more than 50%) of the council members are required to initiate an amendment. Amendments can also be initiated by majority of the BOT, 5% of active members or 100 members of the Association.[/vc_toggle][vc_toggle title=”3. How many Council members initiated the current amendment?”]37 Members (More than 2/3 of the total council members) initiated the current amendment.[/vc_toggle][vc_toggle title=”4. How much deliberation was involved in preparing the recommendations by the Constitution bylaws committee?”]The CABL Committee spent several weeks diligently to propose a draft of recommendations. The manuscript was reviewed, line by line, for many days by the CABL Committee comprising experienced members, four of whom had served as APPNA Presidents in the recent past.[/vc_toggle][vc_toggle title=”5. When were the proposed amendments circulated to the Council?”]The draft was sent to the Council 40 days prior to the Spring Meeting allowing ample time for revisions.[/vc_toggle][vc_toggle title=”6. What percentage of Council members voted in favor of the amendments?”]70% of the council members voted in favor.[/vc_toggle][vc_toggle title=”7. After the Council approval, what steps are necessary to complete the amendment process?”]Council approved amendments shall be circulated to the general membership thirty (30) days before the next annual meeting and presented to the general body for a vote (Article 26.4). An amendment will be approved by simple majority provided at least 50% of the total active membership is present (Article 26.6). If an amendment fails to be acted upon (26.7) in the general body meeting, a ballot shall be sent using all means within four weeks to the general membership. The amendment shall be approved with a simple majority provided at least 50% of the total active membership has responded prior to the set deadline. The amendment shall become effective immediately upon adoption.[/vc_toggle][vc_toggle title=”8. The new amendments propose that the Trustees number will be increased from 5 to 11. Is it permissible under the state of Illinois law to have that large a number?”]No there is no such restriction. See the legal interpretation.[/vc_toggle][vc_toggle title=”9. Some Sitting Trustees will not be able to complete their 5-year terms if amendments are passed by the General body. Is it unconstitutional per Bylaws?”]No, it is neither unconstitutional nor against the Illinois law.
A question during the Spring Council Meeting at Chicago on April 28, 2018 was that if Amendments are adopted by the General Body, some of the sitting trustees may not complete their five-year terms given under the Existing Bylaws. It was argued that that without a recall process, cutting their term short may be unconstitutional.
This matter was discussed by the Constitution and Bylaws (CABL) Committee prior to Council meeting. The Council voted in favor of the amendments despite this argument. After the Council meeting this question was brought up again. Therefore, a legal opinion was also obtained from APPNA’s Corporate Legal Counsel.
It should be recognized that if the amendments are passed by the General Body, the current bylaws will seize to exist immediately and so will be BOT terms. Under article 26.7 the amendments will become effective immediately upon adoption.
Under APPNA Constitution and Bylaws and under the Illinois Law, the Sitting Trustees do not have vested rights in those positions. They were selected/elected by the Council (and the Board) to serve. The General Membership, as the supreme body per APPNA bylaws, has the ultimate privilege and the right to amend the bylaws. Therefore, once the amendments are adopted, the “Will” of the membership removes the existing trustees from their offices.
The Constitution and bylaws committee, however, in the best interest of the organization, and for a smooth transition from the old to the new structure of the Board of Trustees, has recommended that the sitting trustees continue to serve for another two years. In this manner the baton will be passed from old to the new. In this transition one trustee will have actually served for 6 years (instead of 5).[/vc_toggle][vc_toggle title=”10. Has there ever been a woman APPNA Member elected to BOT?”]No. In 40 years, there has not been a single woman elected to the BOT. Recent data for the last 7 years shows the following women members were nominated by the council, but not selected to the BOT.
2011 – Saima Zafar, MD and Zeelaf Munir, MD
2012 – Naheed Usmani, MD and Naheed Chaudhry, MD
2013 – None
2014 – None
2015 – Sarwat Iqbal, MD and Ruh Afza Afridi, MD
2016 – Sarwat Iqbal, MD
Data beyond 2011 is not immediately accessible.
It is only this year, that a vacancy due to resignation of a trustee has been filled by a first woman under pressure from these amendments.[/vc_toggle][vc_toggle title=”11. Do the proposed amendments provide a guaranteed seat(s) to women APPNA Members?”]No. The proposed amendments just provide an equal opportunity to women members through open elections.[/vc_toggle][vc_toggle title=”12. What are the benefits of including Executive Committee members to BOT?”]The primary objective of including some EC members (President, President-Elect and Immediate Past-President) in the proposed amendments to the BOT is to create harmony and synergy between the two governing bodies. In addition, there is a strong feeling that most of the projects that are created by the President, the President-elect, and the immediate past president during their tenures fall into the Long-Range Planning of APPNA. Therefore, their inclusion in the BOT will be more productive and useful. Similarly, the Asset Management will be better by the two parties working together instead of working antagonistically. However, if there is a matter that involves the members of the executive committee that the board has to deliberate on, according to Roberts rules, the members of the executive committee will be recused from those proceedings.[/vc_toggle][vc_toggle title=”13. Will smaller Alumni not get representation?”]Since the inception of APPNA, only a select few Alumni have held Board positions regardless of the merits of those trustees. One wonders why a bright star with years of service to APPNA, from Alumni like Agha Khan, QMC, RMC, AIMC, FJMC, NAMA and so many other Alumni’s, can’t take a seat on the Board. They deserve an equal chance. There is nothing that makes them a less of an APPNA member. The current BOT selection method is certainly flawed in that regard. Under the new amendments, any APPNA member from any alumni meeting the eligibility criteria should be able to serve on the BOT without discrimination.[/vc_toggle][vc_toggle title=”14. Will I face disciplinary actions being an APPNA members? Can I be expelled from APPNA membership?”]Disciplinary actions are made for those who engage in unethical conduct. These are to protect most of the membership.
Article 16.8.1 (g) must be judiciously considered in the light of the best interests of the individual, of society, and of the yet-unforeseen consequences of the various alternative actions.
Most Medical Associations and hospitals have codes of conduct and predefined sets of disciplinary actions. American Medical Association, for example, has more stern disciplinary actions in its code of ethics than those proposed in APPNA amendments of 2018 (Please see https://www.ama-assn.org/delivering-care/discipline-medicine). The provision of these disciplinary codes does not imply that all AMA members (>200K) are bad people. Instead, it protects 99% (an arbitrary number) from the unethical conducts of very few. In fact, having such deterrent policies prevents the unethical conduct in the first place.
Whereas AMA Code of Medical Ethics Opinion 9.4.3 allows for expulsion, APPNA amendment only allow temporary suspension of privileges (No Expulsion from APPNA) on serious violations.
The Ethics and Grievance Committee’s recommendation under Article 16.8.1 (g) will be reviewed by a bigger and broader board in the proposed amendments. The likelihood of vindication is smaller in a Board of 11 trustees vs 5 trustees. In addition, in the proposed amendments, Board’s decision can be appealed and reversed by the council (compared to the GB under current rules which is impractical).[/vc_toggle][vc_toggle title=”15. Can I be reported to law enforcement if these amendments are approved?”]No law-abiding member should be reported to law enforcement.
Reporting a crime, however, is mandatory in some states. APPNA has nation-wide presence. Conversely, not reporting a crime knowingly can be charged with concealing, aiding and abetting in most cases. APPNA Governance must seek legal opinion to report a crime and comply with the law. This is a necessity and has no bearing on the approval or rejection of proposed amendments.
Please note that these policies are already in place as adopted by the APPNA Council in April 2018.[/vc_toggle][/vc_tta_section][vc_tta_section title=”Council Approves Amendment to Bylaws” tab_id=”1533922223114-e54ea758-be39″][vc_column_text]APPNA Council Approves Amendment to Bylaws for Better Governance
As our Association continues to progress, so does our need to amend the Bylaws to accommodate such growth. There has been a growing need to increase the members of the Board of Trustees (BOT), open its election process and delineate its powers and duties for better Governance of APPNA.
In February 2018, APPNA council requested the Constitution and Bylaws (CABL) Committee to make recommendations in this regard. 2/3rd of the Council Members submitted this request. The CABL Committee spent several weeks diligently to propose a draft of recommendations. The manuscript was reviewed line by line for many days by the CABL Committee comprising experienced members, four of whom had served as APPNA Presidents in the recent past. The draft was sent to the Council 40 days prior to the Spring Meeting allowing ample time for revisions. These recommendations were then presented by Dr. Arif Agha (Watch Video) at the APPNA Spring Meeting in Chicago on April 28, 2018. They were very well received by the council barring a small minority. The President graciously extended unlimited time for council discussion on this matter. More than 70% of the Council members attending the Spring Meeting voted in favor of the proposed amendments when discussion was exhausted.
According to the article 26.4 of the CABL, the amendment(s) approved by the Council shall be circulated to the general membership thirty (30) days before the next annual meeting and presented to the general body for a vote.
Please view the Salient Features
Click here to see the Details of Amendments
Download the Full Manuscript as Approved by The Council
Constitution & Bylaws Committee 2018
Arif H. Agha, M.D. (Chair)
Mahmood Alam, M.D.
Mian A. Hasan, M.D.
Nasar Qureshi, M.D.
Mubashar Rana, M.D.
Ahsan Rashid, M.D.
Saima Zafar, M.D.[/vc_column_text][/vc_tta_section][vc_tta_section title=”Why Amend Bylaws?” tab_id=”1533923553529-5b98eb06-2ad6″][vc_column_text]
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| Click on image above to view powerpoint presentation. |
BOARD OF TRUSTEES; CURRENT ISSUE AND PROPOSED AMENDMENTS |
Small number:
CURRENT SITUATION:
The current Board of Trustees (BOT) comprises five (5) members, a number that has not changed from the inception of the organization. There were five Trustees in 1977 when the organization was formally incorporated, and the membership was a few hundreds. Forty-one years later, the membership has grown to more than 3000 at times yet the Board of Trustees number remains the same. There are significant issues with a small number of trustees. It limits the representation of broader membership. Smaller breadth of wisdom effects the quality of decisions. Vey few people can make decision that can potentially impact a large body like APPNA.
PROPOSED CHANGES:
The new amendments propose an increase of BOT membership to Eleven (11) including 8 “elected members” and 3 ex-officio voting members comprising the current President, President-Elect and Immediate Past President of APPNA.
The organization functions under Roberts rules. If there is a conflict of interest in the matter of grievance against any of the Executive Committee (EC) members serving on the Board, Roberts rules require such members to recuse themselves.
It is felt that the inclusion of three senior members of the EC to the Board of Trustees will be significantly beneficial to decision-making especially in other areas of asset management and long-range planning.
The large number of trustees will provide enhanced breadth and wisdom to the governance of APPNA.
Election of BOT:
CURRENT SITUATION:
It is a recognized phenomenon that the current BOT elections are closed. They are limited to a small group of Alumni and more importantly to smaller close group of friends of existing trustees. Currently, the Council recommends three names each year for one vacancy. The board selects one of the three. Up until a few years ago (before a past amendment), the board could reject all three names till a suitable name of its choice could be nominated by the council. In addition, this closed system of elections has restricted women from serving on the board. In 41 years, not a single woman was considered trustworthy to be a trustee.
On the other hand, APPNA elections for the EC are open. In an open system, when membership chose leaders and officers, many women became Presidents to lead the organization and in fact they led exceedingly well.
PROPOSED CHANGES:
The new amendments propose that the Board of Trustees election should be conducted in an open system to represent the whole country, all members and all genders. In the new system of elections, two trustees from each of the four regions will be elected by the members of respective region just like two Senators elected from each state for the U.S. Senate. The amendments define eligibility (and ineligibility) criteria to serve on the board. New elections will be strictly campaign free just like the elections of professional organizations e.g., various American Medical Societies and major Hospitals. The regions of the country have been developed based on the maps of national Census Bureau modified by the number of APPNA memberships in each region. These regions could be redefined every 10 years. Where as that is no guarantee that a woman will get a seat on the Board, the feeling is that in open elections, they will have equal chance as in EC elections.
Powers and duties:
CURRENT SITUATION:
The current Board of Trustees has very limited powers. The Board appoints only one committee i.e. Ethics and Grievance Committee (EGC). The board has an overseer role on the Asset Management and Long-Range Planning of the organization, but it does not have any authority to make decisions. Even its own Ethics and Grievance Committee reports to the Council for action. The EGC waits for three months for the Council meeting to present its report delaying the justice. Other than the matters of dissolution and audit reports, the Board of Trustees plays a role in decisions of the election under an APPNA Election Code of Conduct which is too not part of the Constitution and bylaws.
PROPOSED CHANGES:
The new amendments propose defined powers and authority to make independent decisions on all matters of ethics and grievance, asset management’s and long-range planning. In addition, institutional memory of association’s actions will rest with the Board of Trustees through a new committee called Compliance and Implementation Committee. The Board’s committees will be appointed for two-year terms to finish tasks that cannot be completed within one calendar year. To provide the checks and balances to the governance, BOT decisions can be reversed by two third majority of the Council. Ethics and grievance decisions will be rendered within 30 days of complaint and appeal will be processed and completed within 30 days by the board.
It is of note that the amendments do not take “any” power away from the Council. They just define the delivery method of the existing powers of the board.[/vc_column_text][/vc_tta_section][vc_tta_section title=”Council Proposal to Initiate the Amendments” tab_id=”1533923554610-42f3dc23-78ff”][vc_column_text]Following Council members of APPNA 2018 requested the CABL Committee 2018 to draft amendments in the bylaws to accommodate increased number, better representation and clarification of duties of BOT of APPNA:
| President | Iqbal Zafar Hamid, MD |
| President-Elect | Naseem Shekhani, MD |
| Secretary | M. Sohail Khan, MD |
| Treasurer | Lubna Naeem, MD |
| Arizona Chapter | Ahtisham Shakoor, MD |
| Canada Chapter | Naheed Chaudhry, MD |
| Connecticut Chapter | Muhammad Irfan Munawar, MD |
| Florida Chapter | Syed Irfan Zaidi, MD |
| Georgia Chapter (GA APPNA) | Saeed Zafar, MD |
| Greater Cincinnati Chapter | Shehzad Saeed, MD |
| Greater St Louis Chapter of APPNA | Asim Ali, MD |
| Heartland Chapter – Kansas | Hibba Haider, MD |
| Illinois Chapter (Pakistani-Descent Physicians Society) | Rahat Sheikh, MD |
| Minnesota Chapter (MAPP) | Bushra Dar, MD |
| Nevada Chapter (NVCAPPNA) | Shaheen Chowdhry, MD |
| New England Chapter (APPNE) | Salman Malik, MD |
| New Jersey Chapter | Rizwana Khan, MD |
| North Texas Chapter | Mohammad Amir, MD |
| Northeast Tennessee and Surrounding Area Chapter (APPNETS) | Salman Qayyum, MD |
| Northern California / Oregon Chapter | Bilal Hameed, MD |
| Ohio Chapter | Ghulam Mujtaba, MD |
| Oklahoma Chapter | Tauqeer Ali, MD |
| South Central Texas Chapter | Khusro Rashid, MD |
| South Florida Chapter | Muhammad Iqbal Ismail, MD |
| Southern Chapter | Basil Shah, MD |
| Upstate New York Chapter | Mushtaq Sheikh, MD |
| Wisconsin Chapter (Pakistani Physicians Society of Wisconsin) | Shakaib Razzaq, MD |
| AKMC / Aga Khan | Namirah Jamshed, MD |
| Dental APPNA | Dean Nadeem Ahmad, MD |
| DOGANA / Dow | Aamir Jamal, MD |
| FJMCAA / Fatima Jinnah | Shahgufta Jabeen, MD |
| JSMUAANA / Jinnah Sindh | Mansoor Alam, MD |
| KMC / Khyber | Rashid Hanif, MD |
| KEMCAANA / King Edward | Mian Ahmed Hasan, MD |
| LMC / Liaquat | Taj Khan, MD |
| PMC / Punjab | Tariq Aziz, MD |
| RMCAANA / Rawalpindi | Mubashir Mahmood, MD |
| Salient Features of Amendments
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| Is the Proposed Number of the BOT (11) Permissible Under Illinois Law?
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| During the Spring Council Meeting on April 28, 2018, a question was raised by a member about the limit on the Number of Board of Directors (BOD). It was argued that the State of Illinois (where APPNA is incorporated) prohibits a number greater than 8 for BOD. This law was misunderstood by the questioner. The President Elect of APPNA answered during the meeting that there was no such restriction on the number of BODs. Please click here to review the Legal Interpretation of the Illinois Law from APPNA Corporate Attorney as it applies to our Association.
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| Transition from Current to New Board: The Unfinished Terms of Some Sitting Trustees
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| A question during the Spring Council Meeting at Chicago on April 28, 2018 was that if Amendments are adopted by the General Body, some of the sitting trustees may not complete their five-year terms given under the Existing Bylaws. It was argued that that without a recall process, cutting their term short may be unconstitutional.
This matter was discussed by the Constitution and Bylaws (CABL) Committee prior to Council meeting. The Council voted in favor of the amendments despite this argument. After the Council meeting this question was brought up again. Therefore, a legal opinion was also obtained from APPNA’s Corporate Legal Counsel (Hyperlink) It should be recognized that if the amendments are passed by the General Body, the current bylaws will seize to exist immediately and so will be BOT terms. Under article 26.7 the amendments will become effective immediately upon adoption. Under APPNA Constitution and Bylaws and under the Illinois Law, the Sitting Trustees do not have vested rights in those positions. They were selected/elected by the Council (and the Board) to serve. The General Membership, as the supreme body per APPNA bylaws, has the ultimate privilege and the right to amend the bylaws. Therefore, once the amendments are adopted, the “Will” of the membership removes the existing trustees from their offices. The Constitution and Bylaws Committee, however, in the best interest of the organization, and for a smooth transition from the old to the new structure of the Board of Trustees, has recommended that the Sitting Trustees continue to serve for another two years. In this manner the baton will be passed from old to the new. In this transition one trustee will have actually served for 6 years (instead of 5). |
| Discussion and Vote at the APPNA Spring Council Meeting
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Final Result:After excluding those who were not eligible to vote for lack of documented proxy or other reasons, following was the tally of votes.
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| In favor: 71% (22/31) Against: 25.8% (8/31) Abstained 3.2% (1/31) |
[/vc_column_text][/vc_tta_section][vc_tta_section title=”Current Status” tab_id=”1533924192103-68af7934-c06c”][vc_column_text]
| Current Status
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| Letter will be sent to General Body before June 7th, 2018
Vote will be taken from at the annual meeting (July 7th, 2018) provided 50% of the membership is present at the meeting. If an amendment fails to be acted upon (26.7) in the general body meeting, a ballot shall be sent using all means within four weeks to the general membership. The amendment shall be approved with a simple majority provided at least 50% of the total active membership has responded prior to the set deadline. The amendment shall become effective immediately upon adoption. |
Download full manuscript.[/vc_column_text][/vc_tta_section][vc_tta_section title=”Timeline & Process” tab_id=”1533924430248-a5921f6b-0e47″][vc_column_text]TIMELINE & PROCESS
APPNA STRATEGY MEETING, JANUARY 27, 2018
PANEL DISCUSSION: APPNA LEGISLATION AND GOVERNANCE
Panel proposed a new BOT structure with increased number, open elections and enhanced role of BOT with more duties and powers. Panel also proposed a balanced and stable transition model whereby all existing trustees will continue to serve till December 31st, 2020 while new trustees will join in a staggered manner.
COUNCIL PROPOSAL: FEBRUARY 9, 2018
Overwhelming majority of the Council Members submitted proposal to amend bylaws to the CABL Committee (Article 26.1) to accommodate an increased number, better representation and clarification of duties of BOT of APPNA.
CABL RECOMMENDATIONS:
Constitution & Bylaws Committee makes the attached recommendations to the Council 30 days before the Council Meeting. These are thoroughly reviewed, line by line, and are unanimously approved.
COUNCIL ACTION, SPRING MEETING, APRIL 28, 2018
1. Adoption of the amendments
2. Authorize CABL Committee to process the transition
GENERAL BODY Action
Council approved amendments shall be circulated to the general membership thirty (30) days before the next annual meeting and presented to the general body for a vote (Article 26.4). An amendment will be approved by simple majority provided at least 50% of the total active membership is present (Article 26.6).
Letter will be sent to General Body before June 7th, 2018
Vote will be taken from at the annual meeting (July 7th, 2018) provided 50% of the membership is present at the meeting.
If an amendment fails to be acted upon (26.7) in the general body meeting, a ballot shall be sent using all means within four weeks to the general membership. The amendment shall be approved with a simple majority provided at least 50% of the total active membership has responded prior to the set deadline. The amendment shall become effective immediately upon adoption.[/vc_column_text][/vc_tta_section][vc_tta_section title=”Transition” tab_id=”1533924431690-c1f1d63f-e6fd”][vc_column_text]
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| Click on image above to view powerpoint presentation. |
| Transition from Current to New Board: The Unfinished Terms of Some Sitting Trustees
A question during the Spring Council Meeting at Chicago on April 28, 2018 was that if Amendments are adopted by the General Body, some of the sitting trustees may not complete their five-year terms given under the Existing Bylaws. It was argued that that without a recall process, cutting their term short may be unconstitutional. This matter was discussed by the Constitution and Bylaws (CABL) Committee prior to Council meeting. The Council voted in favor of the amendments despite this argument. After the Council meeting this question was brought up again. Therefore, a legal opinion was also obtained from APPNA’s Corporate Legal Counsel (Hyperlink) It should be recognized that if the amendments are passed by the General Body, the current bylaws will seize to exist immediately and so will be BOT terms. Under article 26.7 the amendments will become effective immediately upon adoption. Under APPNA Constitution and Bylaws and under the Illinois Law, the Sitting Trustees do not have vested rights in those positions. They were selected/elected by the Council (and the Board) to serve. The General Membership, as the supreme body per APPNA bylaws, has the ultimate privilege and the right to amend the bylaws. Therefore, once the amendments are adopted, the “Will” of the membership removes the existing trustees from their offices. The Constitution and Bylaws Committee, however, in the best interest of the organization, and for a smooth transition from the old to the new structure of the Board of Trustees, has recommended that the Sitting Trustees continue to serve for another two years. In this manner the baton will be passed from old to the new. In this transition one trustee will have actually served for 6 years (instead of 5). |
| Frequently Asked Questions |
| 1. How are the bylaws amended?
Answer: If there is a need to improve the organization that requires change in the bylaws, the BOT, Council or the membership can initiate an amendment to the bylaws. This request is referred to the Constitution and Bylaws Committee (CABL) that makes recommendations and prepares the draft for the council. The council receives CABL recommendations 30 days before its meeting and reviews the proposed amendments. These amendments are then discussed in the council meeting and voted. If the council approves the amendments, then they are submitted to general body for approval. |
| 2. What percentage of the Council members are required to initiate an amendment?
Answer: Majority (more than 50%) of the council members are required to initiate an amendment. Amendments can also be initiated by majority of the BOT, 5% of active members or 100 members of the Association. |
| 3. How many Council members initiated the current amendment.
Answer: 37 Members (More than 2/3 of the total council members) initiated the current amendment |
| 4. How much deliberation was involved in preparing the recommendations by the Constitution bylaws committee?
Answer: The CABL Committee spent several weeks diligently to propose a draft of recommendations. The manuscript was reviewed, line by line, for many days by the CABL Committee comprising experienced members, four of whom had served as APPNA Presidents in the recent past. |
| 5. When were the proposed amendments circulated to the Council?
Answer: The draft was sent to the Council 40 days prior to the Spring Meeting allowing ample time for revisions. |
| 6. What percentage of Council members voted in favor of the amendments?
Answer: 70% of the council members voted in favor |
| 7. After the Council approval, what steps are necessary to complete the amendment process?
Answer: Council approved amendments shall be circulated to the general membership thirty (30) days before the next annual meeting and presented to the general body for a vote (Article 26.4). An amendment will be approved by simple majority provided at least 50% of the total active membership is present (Article 26.6). If an amendment fails to be acted upon (26.7) in the general body meeting, a ballot shall be sent using all means within four weeks to the general membership. The amendment shall be approved with a simple majority provided at least 50% of the total active membership has responded prior to the set deadline. The amendment shall become effective immediately upon adoption. |
| 8. The new amendments propose that the Trustees number will be increased from 5 to 11. Is it permissible under the state of Illinois law to have that large a number?
Answer: No there is no such restriction. See the legal interpretation. |
| 9. Some Sitting Trustees will not be able to complete their 5-year terms if amendments are passed by the General body. Is it unconstitutional per Bylaws?
Answer: No, it is neither unconstitutional nor against the Illinois law. A question during the Spring Council Meeting at Chicago on April 28, 2018 was that if Amendments are adopted by the General Body, some of the sitting trustees may not complete their five-year terms given under the Existing Bylaws. It was argued that that without a recall process, cutting their term short may be unconstitutional. This matter was discussed by the Constitution and Bylaws (CABL) Committee prior to Council meeting. The Council voted in favor of the amendments despite this argument. After the Council meeting this question was brought up again. Therefore, a legal opinion was also obtained from APPNA’s Corporate Legal Counsel. It should be recognized that if the amendments are passed by the General Body, the current bylaws will seize to exist immediately and so will be BOT terms. Under article 26.7 the amendments will become effective immediately upon adoption. Under APPNA Constitution and Bylaws and under the Illinois Law, the Sitting Trustees do not have vested rights in those positions. They were selected/elected by the Council (and the Board) to serve. The General Membership, as the supreme body per APPNA bylaws, has the ultimate privilege and the right to amend the bylaws. Therefore, once the amendments are adopted, the “Will” of the membership removes the existing trustees from their offices. The Constitution and bylaws committee, however, in the best interest of the organization, and for a smooth transition from the old to the new structure of the Board of Trustees, has recommended that the sitting trustees continue to serve for another two years. In this manner the baton will be passed from old to the new. In this transition one trustee will have actually served for 6 years (instead of 5). |
| 10. Has there ever been a woman APPNA Member elected to BOT?
Answer: No. In 40 years, there has not been a single woman elected to the BOT. Recent data for the last 7 years shows the following women members were nominated by the council, but not selected to the BOT. 2011 – Saima Zafar, MD and Zeelaf Munir, MD Data beyond 2011 is not immediately accessible. |
| 11. Do the proposed amendments provide a guaranteed seat(s) to women APPNA Members?
Answer: No. The proposed amendments just provide an equal opportunity to women members through open elections. |
