ABLM BY-LAWS - PREAMBLE
Section 1 - Name
The name of this organization is the American Board of Legal Medicine, herein also referred to as the "Board". It is incorporated as a nonprofit corporation in the state of Delaware.
Section 2 - Location and Authority to Locate
The corporate office of ABLM shall be located in Oklahoma City, Oklahoma and/or such other locations as determined by the governing body of ABLM.
Section 3 - Objectives
To promote the discipline of Legal Medicine and to prepare and administer examinations for certifying appropriate applicants as diplomates of ABLM, Inc.
ARTICLE 1 - BOARD OF TRUSTEES
Section 1 - Members
The Board shall consist of nine voting Trustees, six of whom shall be fellows of the American College of Legal Medicine (ACLM) consisting of three classes of three Trustees each, for the purpose of staggering their terms of office of one year, two years and three years. The Trustees shall not serve more than two consecutive terms.
Section 2 - Vacancy
Any vacancy that may occur in the membership of the Board, by reason of death, resignation, or otherwise, shall be filled by appointment by the Chair of the Board. The Trustee appointed shall serve for the completion of the term of the vacating Trustee.
Section 3 - Removal from Office
Any or all of Trustees may be removed from office by vote of two-thirds of voting members of the Board at any regular or duly called meeting of the Board.
Section 4 - Resignation
Any Trustee may resign by oral tender of resignation at any meeting of the Board, or by oral tender to the Chair, or by giving written notice to the Board. Any such resignation shall take effect at the time specified therein, or if time is not specified, on receipt thereof.
Acceptance of such resignation, unless requested by terms thereof, shall not be necessary to make such resignation effective.
Section 5 - Remuneration
No member of the Board shall, directly or indirectly, receive any salary or compensation for his or her services as an officer of the Board.
Section 6 - Meetings
Meetings of the Board may be regular or special, and may be held in person or by means of telephonic or video communication. The Board may fix times and places for its regular meetings. Special meetings may be called by the Chair or by at least one-third of the members of the Board, at such time and place as specified in a notice of waiver thereof. An annual meeting of the Board shall be held after each annual election of Trustees.
If such election occurs at an annual meeting of the American College of Legal Medicine, the annual meeting of the Board shall be held at the same place and immediately following such meeting of the College, and no notice thereof need be given.
Section 7 - Quorum and Voting
Two-thirds of all members of the Board, but no less than six, shall constitute a quorum for the transaction of business, but if there is less than a quorum at any meeting of the Board, the majority of the Trustees present may adjourn the meeting from time to time, and no further notice thereof need be given other than announcement at the meeting, which shall be so adjourned. Except as otherwise provided by law or by these by-laws, the vote of the majority of the Trustees present at a meeting at which a quorum is present, shall be the act of the Board.
Section 8 - Written Consent of Trustees in Lieu of Meeting
Any action required or permitted to be taken at any meeting of the Board or of any committee thereof, other than action on applications to the examination system and approval, or disapproval of issuance of certificates of qualification, may be taken without a meeting, if all members of the Board, or if such a committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.
Section 9 - Duties of the Board of Trustees
The Board shall establish examination and re-examination fees, determine time and location of examinations, determine the time and place of its regular meeting and any special meetings, advise the Chair on any committee appointments, review and approve recommendations made by the Credentials Committee, approve issuance of certificates of qualification, meet as a committee of the whole to review any disputes arising from the processes at review of credentials and examination, and conduct any other business to come before it.
ARTICLE 2 - OFFICERS
Section 1 - Election and Term of Office
The officers of the Board shall consist of a Chair, Secretary, and Treasurer. All officers shall be elected by the Trustees from among its membership at the annual regular meeting, and serve for a term of one year.
Section 2 - Appointed Office
Except as may be prescribed otherwise by these by-laws, the Board may appoint such other officers, agents and employees, as it may deem necessary and proper, who shall hold their offices or positions for such terms, and such authority, and perform such duties as may from time to time be determined by or be pursuant to the authorization of the Board.
Section 3 - Resignation and Removal
Any officer may resign at any time upon written notice to the Board. Any officer may be removed from office for cause by a two-thirds majority of the whole Board. Any agent or employee of the Board may be removed by the Board or by a duly authorized committee thereof, with or without cause, at any time. Such removal shall be without prejudice to the person's contract rights, if any, but the appointment of any person as an officer, agent, or employee of the Board, shall not of itself create contract rights.
Section 4 - Bond
The Board may secure the fidelity of any or all of its officers, agents or employees by bond or otherwise.
Section 5 - Chair
The Chair shall be the chief executive officer of the Board. The Chair shall preside at all the meetings of the Board, shall have general charge of the business and affairs of the Board, and according to the customary rights and prerogatives attached to the office and the policies established by the Board, may employ and discharge employees and agents of ABLM, Inc., except such as shall be appointed by the Board.
Section 6 - Treasurer
The Treasurer shall be responsible for proposing an annual budget to the Board, shall keep account of, make periodic reports on, and safeguard the funds of the Board, as approved by the Board in accordance with accepted accounting methods and procedures.
Section 7 - Secretary
The Secretary shall be responsible for the official minutes of the Board, shall give notice to members of the time, place and agenda of Board meetings, and shall perform or supervise the execution of such additional tasks as assigned by the Board.
ARTICLE 3 - INDEMNIFICATION
Section 1 - Indemnification of Trustees. Officers. Employees and Agents
Each present and future Board Trustee and officer, whether or not then in office, shall be indemnified by the Board against expenses actually and necessarily incurred by or imposed upon him or her (including, but not without being limited to, judgments, costs and counsel fees) in connection with the defense of the action, suit or proceeding in which he or she is made a party by reason of being or having been a member of the Board or an elected officer of the Board, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty for the Board. Such indemnification shall not be deemed exclusive of other rights to which such Trustee or officer may be entitled, under any other by-laws, agreement, a vote of the members, or as a matter of law, or otherwise.
ARTICLE 4 - THE EXAMINATIONS COMMITTEE
Section 1 - Qualifications
All members of this committee shall be certified as Diplomates in Legal Medicine, and shall be appointed by the Chair, with approval of the Board.
Section 2 - Duties
The Chair shall appoint an Examinations Committee consisting of three Trustees. It shall advise the Board with regard to the scope of the subject of Legal Medicine to be covered in the examinations. The Committee shall be responsible for the development of a written examination covering those subjects to be offered to applicants for certification as diplomates in Legal Medicine. The Committee may consult with an appropriate testing service for the evaluation and verification of questions selected for the written certifying examination. The Committee shall recommend to the Board the passing grade for those taking the written examination each year it is administered. The Committee shall recommend to the Board, for its approval, any other criteria for certification. The Committee shall recommend to the Board for certification as diplomates those candidates who have achieved the requirements for certification.
ARTICLE 5 - OTHER COMMITTEES
Section 1 - Credentials Committee
The Chair shall appoint a Credentials Committee, consisting of three or more Trustees. The committee shall review the credentials of all applicants for certification, and shall recommend to the Board the action that should be taken. The final decision as to the eligibility of each applicant shall rest with the Board.
Section 2 - Judicial Committee
When necessary, the Chair shall appoint a Judicial Committee consisting of three Trustees. This committee shall be established to investigate and consider either allegations or charges submitted in writing, or on its own initiative, consider any alleged or apparent offense by any Diplomate, and to investigate and make recommendations in regard to same.
Section 3 - Other Committees
The Chair shall appoint such other committees as deemed necessary for the operation of the Board.
ARTICLE 6 - ELIGIBILITY AND APPLICATION PROCESS
Section 1 - Eligibility
Each applicant for certification shall meet the requirements listed in at least one subsection of this section:
a. i) possess a doctoral degree that permits the applicant to obtain a license to practice medicine, osteopathic medicine, dentistry, pharmacy, or podiatry within the United States or the country where the applicant resides;
ii) possess a doctoral degree that permits the applicant to obtain a license to practice law within the United States or the country where the applicant resides;
iii) be licensed to practice medicine or law in at least one jurisdiction of the United States or the country where the applicant resides; and
iv) present evidence acceptable to the Board of high ethical and professional standing and good moral character.
b. i) be a Fellow of the American College of Legal Medicine on the date of application; and
ii) have been a member of the American College of Legal Medicine for at least five of the seven years immediately prior to the date of application; and
iii) be licensed to practice medicine or law in at least one jurisdiction of the United States or the country where the applicant resides.
c. All diplomates of the American Board of Medical Malpractice certified prior to February 26, 2015 shall be deemed to be diplomates of the American Board of Legal Medicine.
Section 2 - The Application
The application form for certification eligibility shall be recommended by the Examinations Committee and approved by the Board. The fee for application shall be recommended by the Examinations Committee and approved by the Board.
ARTICLE 7 - EXAMINATION, CERTIFICATION, RE-EXAMINATION AND REVOCATION PROCESS
Section 1 - Written Examination
Applicants whom the Board has deemed eligible for the certification examination shall be required to take a written examination within two years after acceptance of the application. The examination will be proctored either by a Trustee or by a member of the Examinations Committee, or by persons specially designated by the Board.
Section 2 - Certification
Applicants who have passed the written examination shall be certified as Diplomates in Legal Medicine.
Section 3 - Reexamination
An eligible applicant who fails to successfully pass the written examination shall be permitted to be re-examined two times within the succeeding three years. After a third failure of the examination, such individual shall no longer be considered an eligible applicant. However, any applicant who has failed three examinations may reapply for eligibility for certification through the same channel as other applicants.
Section 4 - Revocation and Forfeiture of Certificate
Any certificate of qualification issued under the procedure contained in these By-laws shall be subject to revocation and forfeiture in the event that the person certified: (a) was not eligible to receive such certificate, whether the facts making the person ineligible were or were not known to, or could or could not have reasonably been ascertained by the Board at the time of the issuance of such certificate; or (b) made any misstatement of fact in his or her application for such certificate; or (c) had his or her license to practice medicine or law revoked for any reason except for nonpayment of license fees; or (d) failed to maintain moral, ethical, and professional standing satisfactory to the Board.
Section 5 - Investigation of Allegations/Complaints
The Judicial Committee shall determine whether the complaint(s) or allegation(s) is sufficient to create probable cause to believe that the complaint(s) or allegation(s) may be well founded. If the Judicial Committee finds that there is probable cause to believe that the complaint(s) or allegation(s) may be well founded, it shall give notice of the filing of the complaint(s) or allegation(s) to the Diplomate, and, in accordance with rules and regulations formulated by the Judicial Committee and approved by the Board, shall assemble such written data from both the sparaged and the sparager(s) which shall permit the Judicial Committee to determine whether the complaint(s) or allegation(s) requires further investigation. Following receipt of the report of the Judicial Committee and upon a vote of three-quarters of the members of the Board present and voting, the party accused of unethical or wrongful conduct may have his or her certificate revoked or suspended. The Judicial Committee shall formulate internal rules and procedures which together with any subsequent deletions, additions or amendments thereto, shall be subject to the approval of the Board.
Section 6 - Appeal
Any Diplomate in Legal Medicine may petition in writing to the Chair for a hearing before the Board on any matter involving revocation or suspension of a certificate. If the committee of the Board determines there is sufficient evidence to warrant disciplinary action, it shall make appropriate recommendation(s) for Board action. The Board may order a lighter or harsher action. The Secretary of the Board shall timely notify the disparaged Diplomate of the action by the Board.
ARTICLE 8 - MISCELLANEOUS
Section 1 - Proxy Voting
No voting by proxy shall be permitted in the conduct of Board business, or at any Board meetings or any of its committees.
Section 2 - Parliamentary Authority
The official parliamentary authority for all Board meetings shall be Roberts Rules of Order, Revised. The Board may, by unanimous consent, grant any motion, action or request, even though inconsistent with accepted parliamentary procedure. However, no motion, action or request shall be valid if in violation of these by-laws, the certificate of incorporation, or the laws of the state of Delaware.
Section 3 - Administrative Procedure
The Board shall adopt procedural rules necessary or convenient to carry out any provision of the Certificate of Incorporation or of these By-laws.
ARTICLE 9 - AMENDMENTS
Section 1 - Amendments of the By-laws
The By-laws may only be amended at the Annual Meeting of the Board by a two-thirds majority of all the Trustees.