AMERICAN ACADEMY OF HIV MEDICINE, INC. (AAHIVM)

—BYLAWS—

ARTICLE I
NAME AND PRINCIPAL OFFICE

Section A. Name/Nonprofit Incorporation

The name of the corporation shall be the American Academy of HIV Medicine, Inc., hereinafter referred to as AAHIVM, the Academy, or the corporation. The AAHIVM shall be incorporated as a nonprofit, tax-exempt corporation organized under the laws of the State of California for the purposes set forth herein, and in the Articles of Incorporation.

Section B. Principal Office; Other Offices

The principal office of the AAHIVM shall be in the State of California, unless otherwise designated by the corporation’s governing body, known as the Board of Directors or the Board. The AAHIVM may have such other offices at such suitable places, as may be designated by the Board of Directors.

ARTICLE II
PURPOSES AND LIMITATIONS

Section A. Mission Statement

The American Academy of HIV Medicine is an independent organization of HIV specialists dedicated to promoting excellence in HIV/AIDS care.Through advocacy, education, and professional development activities, the Academy is committed to supporting specialists in HIV medicine and to ensuring better care for those living with HIV/AIDS.

Section B. General Purposes

The AAHIVM has been founded as anonprofit, tax-exempt, professional membership association dedicated to professional, charitable, educational, and scientific purposes, within the meaning of Section 501(c)(6) of the U.S. Internal Revenue Code and regulations, theCalifornia Nonprofit Mutual BenefitCorporation Law, and any applicable successor laws.The purpose and mission of the AAHIVM, subject to the limitations set forth in these Bylaws and in the Articles of Incorporation,is to support the advancement and promotion of specialists in HIV medicine to ensure better care for those living with HIV/AIDS.

Section C. Specific Purposes

Consistent with the AAHIVM Articles of Incorporation and these Bylaws, the AAHIVM shall be operated:

1. To promote excellence in human immunodeficiency virus/acquired immune deficiency syndrome (HIV/AIDS) care to health care providers in the United States of America through professional educational activities and other means.

2. To promote the understanding of HIV/AIDS treatment and prevention to all persons in the United States of America and other nations through educational symposia, professional conferences, written publications, and other means.

3.To serve as advocates for persons living with HIV/AIDS in ensuring their access to and reimbursement for health care services.

4.To seek and foster cooperation and contacts with health benefit payers, public officials, and patient advocacy organizations, and to collaborate on matters of common interest, including the advancement of high standards and methods in HIV/AIDS specialty medicine.

5.To identify, develop, foster, and maintain professional credentialing and ethical standards and principles.

6.To promote the improvement of professional practice standards and the advancement of professional knowledge and competency, by assessment, examination, and credentialing activities, and to facilitate the continuing education of HIV Specialists.

7.To identify individuals credentialed by the AAHIVM to the public, other professionals, professional organizations, government agencies and representatives, and other appropriate individuals and bodies.

8.To provide a guiding influence in academic and professional research in the field of HIV/AIDS medicine.

Section D. Limitations

The purposes and limitations of the AAHIVM shall be restricted as follows:

1.Unless authorized by applicable law, no part of the net earnings of the AAHIVM shall inure to the benefit of, or be distributed to, the Board of Directors or Officers, or other private persons, except that the AAHIVM shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of, and consistent with, the purposes set forth in these Bylaws and applicable AAHIVM policies.

2.The AAHIVM shall not engage in any activities relating to election campaigns for candidates seeking political office, nor shall any Officer, Director, agent, representative, or employee engage in such activities on behalf of the AAHIVM.

The Board of Directors shall have the authority, responsibility, and accountability to develop, establish, approve, and enforce policies and procedures necessary to implement the goals and requirements of this Article.

ARTICLE III
MEMBERSHIP

Section A. General Membership Provisions

Membership in the AAHIVM shall be open to any person interested in the declared purposes of the Academy, consistent with the requirements and member qualifications of these Bylaws and applicable AAHIVM policies, established by the Board of Directors. Qualified persons seeking membership will be accepted as a member of the Academy upon the submission, receipt, acceptance, and processing of the required application materials, dues, fees, and assessments.

Section B. Classes and Categories of Members

The Academy shall establish and maintain the following classes and qualifications of membership:

1. Member. The following categories of full voting membership shall be maintained by the AAHIVM, subject to the policies, rules and requirements set forth herein, and as established by the Board of Directors.

(a). Physician Member. A Medical Doctor (MD) or Doctor of Osteopathy (DO) currently licensed to practice medicine by the appropriate governmental authority.

(b). Nurse Practitioner/Physician Assistant (NP/PA) Member. A Nurse Practitioner (NP) or Physician Assistant (PA) currently licensed to practice in his or her respective field by the appropriate governmental authority.

2. Affiliate Member. The Academy will maintain a category of limited, non-voting, membership designated as Affiliate Member classification, subject to the policies, rules and requirements set forth herein, and as established by the Board of Directors.

Section C. Membership Expiration, Resignation, Suspension, Expulsion, Termination or Transfer

1. Expiration. The Academy shall issue membership to qualified individuals for a period of time established by the Board. Following notice by invoice, unless membership is renewed consistent with Academy policies and by the payment of all applicable dues, assessments, or fees, membership shall expire when such period of time has elapsed.

2. Resignation. Any member may submit a written resignation to the Secretary of the Academy, or other duly designated representative. Such a resignation shall become effective upon receipt, consistent with applicable policies, except that a resignation may not prevent the Academy from completing any ethics, disciplinary, or similar proceeding, or from seeking payment for charges incurred, services or benefits actually rendered, dues, assessments, or fees.

3. Suspension, Expulsion, or Termination. Pursuant to a fair and reasonable process, and in good faith, the Academy may suspend or expel any member, or may terminate the membership of any member. This process shall include: at least fifteen (15) days prior notice of the suspension, expulsion, or termination, including the reasons therefor; and, an opportunity for the member to be heard, orally or in writing, not less than (5) days before the effective date of the suspension, expulsion, or termination, by a person or body authorized to decide that the proposed expulsion, termination or suspension not take place. A member who is expelled or suspended or whose membership is terminated shall be liable for any charges incurred, services or benefits actually rendered, dues, assessments or fees incurred before the expulsion, suspension or termination.

4. Transfer. Membership in the Academy, or any right arising therefrom, is not transferable to any other person, regardless of category or classification.

Section D. Member Dues, Fees, and Assessments

1. General. The AAHIVM shall assess yearly membership dues, fees, and other assessments from each member of the Academy. All such dues, fees, and other assessments will be payable in advance of each year of membership in such amounts as are approved by the Board of Directors.

2. Non-Payment of Dues. Any member who has not paid all applicable dues, fees, and other assessments shall be in default and shall not be entitled to exercise any rights and privileges of membership until such time as all such current yearly dues, fees, and assessments are paid in full. Members who pay all dues, fees and assessments in arrears within thirty (30) days of notice of the default shall not lose any membership seniority or similar status. Non-payment of applicable dues, fees, and assessments in arrears will cause membership to expire.

3.Board Authority/Dues, Fees, and Assessment Reduction and Waiver. The Board of Directors shall have the authority and responsibility to develop, establish, and enforce policies to determine, amend, modify, and, in special circumstances, reduce or waive fees, dues, and assessments for special and particular reasons, including, but not limited to, financial hardship and other appropriate considerations.

Section E. Member Ethical Standards and Procedures.

The Board of Directors, or the voting membership of the Academy, may adopt and publish ethical standards, which shall apply to all classes of membership. In the event that ethical standards are adopted, the AAHIVM Member Ethical Standards shall govern the activities and professional behavior of all AAHIVM members and shall prohibit, among others, violations of these Bylaws and policies of the Academy.

ARTICLE IV
MEMBERSHIP MEETINGS

Section A. Annual Business Meeting

The Academy shall conduct an Annual Business Meeting of the membership (Annual Membership Meeting) each year on a date and at a place to be established by the Board of Directors. The Board of Directors shall announce such date and location for the subsequent Annual Membership Meeting at each current Annual Membership Meeting. The Board of Directors may also call other membership meetings, as deemed necessary.

Section B. Special Meetings

Special meetings of members may be called by the Board of Directors, the Chair of the Board, or the Chief Executive Officer for any lawful purpose. In addition, upon petition, the membership of the Academy may conduct special membership meetings under the following conditions:

1.The Member Sponsor(s) of the meeting shall present to the Secretary a petition signed by five percent (5%) or more of the current voting members in good standing requesting that a special membership meeting be convened;

2.The petition shall state the specific purpose of the meeting and provide a description of the manner in which the meeting will address and benefit the membership at-large;

3.The Board of Directors shall set a date and location for the meeting within ninety (90) days of receipt of a special membership meeting petition, and shall provide notice of the meeting to the voting membership within twenty (20) days of receipt of a special membership meeting petition;

4.Within thirty (30) days following the conclusion of the meeting, the Member Sponsor(s) of the special meeting shall prepare and present a report to the Board of Directors discussing all activities conducted during the meeting; and,

5.The Member Sponsor(s) agrees to satisfy any other requirements established by the Board of Directors.

Section C. Notice of Member Meetings

The Academy shall provide to all members in good standing a notice of each Annual Membership Meeting and other membership meetings. Such notice shall be provided not less than twenty (20) and no more than ninety (90) days in advance of the Annual Membership Meeting or other membership meetings, and shall state: the date, time, and place of the meeting; and a description of the business to be transacted. No business other than that specified in the notice shall be transacted at a membership meeting. Notice of a membership meeting shall be given either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of the corporation, or given by the member to the corporation for purpose of notice.

The Board of Directors shall give members of the Academy reasonable opportunities to express their views on questions to the Academy. Upon petition signed by five percent (5%) or more of the voting membership to the Secretary, a question shall be submitted to the quorum of voting members present at the Annual Membership Meeting of the Academy. Except where a larger vote is required by law or by these Bylaws, a question affirmed by a majority of the members voting and present shall be binding upon the Board of unless determined to be in violation of applicable statutes and regulations.

Section E. Quorum Requirements

Ten percent (10%) of the voting membership of the Academy shall constitute a quorum at any Annual Membership Meeting for the purpose of voting on all questions, resolutions, and other actions, so long as the Annual Membership Meeting has been properly announced and questions have been submitted consistent with the requirements of these Bylaws and applicable law.

Section F. Meeting Voting Procedures

All votes of the Academy membership taken at the Annual Membership Meeting will be conducted by voice vote, standing vote, or secret ballot, if authorized by these Bylaws or resolution of the Board of Directors. Each voting member is entitled to one vote per question or resolution only. Unless otherwise required by the Articles of Incorporation, these Bylaws, or applicable law, all actions of the membership shall be carried by a majority vote. Except with respect to mail ballots, voting by proxy shall not be permitted.

Section G. Mail Balloting

With respect to any question or proposed action submitted to eligible Academy members for a vote without attendance at a meeting, the Academy shall mail a written ballot to each voting member to the last known postal address provided to AAHIVM, which shall be deemed to be good and sufficient notice of such vote, consistent with applicable law and these Bylaws. Each completed ballot returned to AAHIVM shall be deemed a limited proxy authorizing and directing AAHIVM to vote in the manner indicated on the ballot only. The sale or transfer of a vote is strictly prohibited. Unless otherwise required by these Bylaws or applicable law, all questions, resolutions, and other actions submitted shall be carried by a majority vote of the members voting, provided that: the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action; and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

ARTICLE V
BOARD OF DIRECTORS

Section A. Duties and Functions of the Board

1. General Authority. The AAHIVM shall be governed by the Board of Directors. It is the duty of the Board to carry out the purposes and objectives of the corporation. The Board shall manage, control, and supervise the business, activities, property, and other affairs of the AAHIVM. The Board shall: uphold and execute the purposes of the corporation; appoint and remunerate agents and employees; disburse funds of the corporation; purchase, lease, sell, transfer, and otherwise convey property; and, establish and adopt such policies, rules, and regulations for the conduct of its business or any other lawful activities deemed necessary to further the purposes of AAHIVM, in accordance with the Articles of Incorporation and these Bylaws, in their present or amended form, and with any applicable law.

2. Specific Authority.The Board of Directors shall have the authority and control over all matters related to membership, credentialing, and other authorized, lawful activities, including, but not limited to: policies and procedures; eligibility requirements, and application processing; standards for membership and credentialing; examination content, development and administration; examination cut scores and passing point determinations; ethics, grievance, appeals, and disciplinary processes; Board of Directors meeting rules, including agenda, frequency, and related procedures; publications concerning membership and credentialing; membership dues, fees for membership and credentialing applications, and all other services provided as a part of membership or credentialing activities; funding, spending and budget authority; contract and grant arrangements for corporate activities; and, staffing and management of resources to conduct programs and activities.

3. Functions. The Board of Directorsshall develop, review, evaluate, administer, implement, and approve all policies and procedures related to all AAHIVM membership and credentialing programs. The Board of Directors shall develop and implement all other appropriate policies and procedures in order to carry out AAHIVM corporate goals and purposes, as set forth in these Bylaws and in the Articles of Incorporation.

Section B. Conduct/Limitations of the Board

The Board of Directors shall establish policies and procedures specifying Board limitations and conduct, including, but not limited to, the following:

1. Compensation for Services. Unless authorized by applicable law, voting Board Directors, including Officers, shall not receive any compensation, or other tangible or financial benefit for service on the Board of Directors. However, the Board of Directors may authorize payment by the AAHIVM of actual, reasonable expenses incurred by Directors regarding attendance at Board meetings and other approved activities.

2. Compensation from AAHIVM Activities. Unless authorized by applicable law, voting Board Directors, including Officers, shall not receive any compensation, or other tangible or financial benefit from any element or activity of, or related to, the AAHIVM, except as reimbursement for actual, reasonable expenses directly associated with such AAHIVM element or activity, when authorized by the Board of Directors.

3. Corporation and Director Independence/Loyalty. Board Directors, including Officers, shall act in an independent manner consistent with their obligations to the AAHIVM and applicable law, regardless of any other affiliations, membership, or positions.

Section C. Composition of the Board

The Board of Directors shall be composed of not less than five (5), and no more than twenty-four (24), voting Directors, with the exact number of Directors to be fixed by the Board from time to time, within such limits. The Board of Directors shall be designated and selected as follows, consistent with the requirements of these Bylaws, and with policies established by the Board of Directors:

1. Chapter Board Directors. The AAHIVM Board of Directors shall determine, on an annual basis, an appropriate number of Chapter members entitled to Board representation, and the respective number of Board Director nominees to be nominated by each Chapter. The Board of Directors of each chartered AAHIVM Chapter shall recommend and nominate one (1) Board Director nominee to serve on the AAHIVM Board of Directors to represent the respective number of Chapter members entitled to Board representation, consistent with AAHIVM Board policies. The current AAHIVM Board of Directors shall, in its discretion, select and designate each representative to serve as a full, voting Board Director.

2. Standing Committee Board Directors. The Board of Directors shall select and designate one (1) Chair for each Standing Committee established by the Board, who shall not be a Chapter or NP/PA Board Director, and who shall serve as a full, voting Board Director; and,

3. Nurse Practitioner/Physician Assistant (NP/PA) Board Directors. The AAHIVM Board of Directors shall determine, on an annual basis, an appropriate number of NP/PA members entitled to Board representation, and the respective number of Board Director nominees to be nominated by the NP/PA membership in good standing. The voting NP/PA members in good standing shall elect one (1) NP/PA Board Director nominee to serve on the AAHVIM Board of Directors to represent the respective number of NP/PA members entitled to Board representation, consistent with AAHIVM Board policies. The Board of Directors shall, in its discretion, select and designate each NP/PA elected nominee to serve as a full, voting Board Director.

Four (4) of these voting Board Directors shall be elected to serve as Officers of the Academy, consistent with the requirements of Article VII, below. In the event that a Board Director is elected to an Officer position, the Chapter Board of Directors, which nominated such Director, shall nominate a replacement Board Director nominee to represent the Chapter in the place of that elected Officer.

Section D. Qualifications of Directors

All Board Directors shall be Physician or NP/PA Academy members in good standing, and otherwise qualified consistent with these Bylaws and applicable Board of Directors policies. Each Standing Committee Director shall possess qualifications relevant to the purposes of the respective Committee, including an appropriate level of expertise and experience, as determined by the Board. The Board of Directors may, in its discretion, determine additional qualifications for Directors consistent with these Bylaws.

Section E. Ex-Officio Members of the Board

The Chief Executive Officer (CEO) shall serve as an ex-officio, non-voting member of the Board. The Board of Directors may appoint other ex-officio, non-voting members of the Board, as deemed necessary, on an annual or other basis.

Section F. Terms of Office

All voting Directors, except Officers, shall be elected to serve a term of two (2) years. During the first two (2) years of the Board’s operation under these Bylaws, the terms of the Directors shall be staggered to ensure that approximately one-half (1/2) of the positions expire each year. Unless otherwise and specifically authorized by these Bylaws, no voting Director shall be eligible to serve more than three (3) consecutive terms, or six (6) years, whichever is greater.

Section G. Nomination of Directors

1. Chapter Board Directors. Each Chapter Board Director nominee shall be elected by a majority vote of the Board of Directors of his or her respective Chapter. Such nominations of qualified and recommended candidates for election to the Board of Directors shall be submitted to the Chair of the Board prior to June 1 of each year, unless otherwise determined by the Board, consistent with the terms of these Bylaws and policies of the Board. The Board of Directors will select and declare a slate of qualified nominees on or before July 1, unless otherwise determined by the Board.

2. NP/PA Board Director. The NP/PA Board Director nominees shall be elected by a majority vote of the voting PA and NP members in good standing. Such nominations of qualified candidates for election to the Board of Directors as the NP/PA Director shall be submitted to the Chair of the Board prior to June 1 of each year, unless otherwise determined by the Board, consistent with the terms of these Bylaws and policies of the Board. The Board of Directors will select and declare a slate of qualified nominees for the NP/PA Board Director position on or before July 1, unless otherwise determined by the Board.

3. Standing Committee Board Directors. Nominations of qualified candidates for election to the Board of Directors for each Standing Committee Board Director position shall be submitted to the Chair of the Board prior to June 1 of each odd-numbered year, unless otherwise determined by the Board, consistent with the terms of these Bylaws and policies of the Board. The Board of Directors will select and declare a slate of qualified nominees for each Standing Committee Director position on or before July 1 of odd-numbered years, unless otherwise determined by the Board.

Section H. Selection and Designation of Directors

Directors shall be selected and designated by a majority vote of the current Board of Directors, by secret or mail ballot, or by other method designated by the Board of Directors, consistent with rules or procedures established by the Board. Balloting must be completed before September 1 of each year, or at least prior to the Annual Meeting, or as otherwise determined by the Board. The incoming Board of Directors shall be announced at the Annual Meeting.

Section I. Director Resignation/Vacancy

Any Director may resign at any time by providing written notice to the Chair, Chief Executive Officer, or Secretary. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance as determined by the Chair or Board of Directors. Vacancies, as they occur on the Board by resignation, death, incapacity, removal, or the like, shall be filled by designation by the Board of Directors for the remainder of the term.

Section J. Removal of Directors

Any Director may be removed, for cause, by a two-thirds (2/3) affirmative vote of the Board at any regular or special meeting of the Board of Directors at which a quorum of the Board is present, and under rules or procedures approved by the Board.

ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS

Section A. Annual Meeting/Regular Meetings

The Annual Meeting of the Board shall be at such time and place designated by a majority of the Board for the transaction of business that comes before the Board. There shall be at least one (1) other regular meeting of the Board each year at a place designated by the Board for the transaction of business. Agendas of all items to be discussed at regular Board meetings shall be distributed at least fourteen (14) days prior to the meeting.

Section B. Special Meetings

Special meetings may be called by a majority of the Board, or by the Chair, upon the filing of a written special meeting notice with the Secretary stating the location, date, and hour of such meeting. Notice of each special meeting will be delivered via first class mail to each Board Director at least five (5) days prior to the date of the meeting. The Board is authorized to conduct any lawful business at special meetings, as provided in these Bylaws.

Section C. Telephone Conference Meetings

The Chair may authorize a Board meeting via telephone conference, or similar form of telecommunications, when deemed necessary, provided that 48 hours notice of such telephone conference is given to each Board member, delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. Should an item of business require immediate attention and action by the Board, a telephone conference may be called without previous notice, so long as all of the Board Directors have been contacted and advised of such telephone meeting and the item(s) to be reviewed or acted upon. The Board is authorized to conduct any lawful business at telephone conference meetings, as provided in these Bylaws.

Section D. Notice and Waiver

The Chair shall give notice of all regular meetings of the Board to all Directors no less than sixty (60) days prior to the meeting. Notice of a Board meeting shall be given either personally or by mail or other means of written communication, addressed to the Board Director at the address of such Director appearing on the books of the corporation, or given by the Director to the corporation for purpose of notice.

Any notice may be waived before or after the date and time stated in the notice. Except as provided herein, the waiver must be in writing, signed by the person entitled to the notice, and delivered to the corporation for inclusion in the minutes, or for filing with the corporate records. A Director’s attendance at, or participation in, a meeting shall constitute waiver of any required notice to him or her unless the Director shall, at the beginning of the meeting, object to the holding of the meeting or transaction of business at the meeting, and does not thereafter vote for, or assent to, any action taken at the meeting.

Section E. Meeting Quorum

A majority of the voting membership of the Board of Directors shall constitute a quorum for any meeting of the Board. Such majority shall be capable of transacting such business as may be provided in these Bylaws or under applicable law. Except as otherwise provided in these Bylaws or by applicable law, the act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section F. Adjournment

A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section G. Mail Votes

Should a matter requiring a vote of the Board arise between Board meetings, a ballot by mail or fax, authorized by the Chair, may be taken. A majority affirmative vote of all voting Board Directors shall be necessary to carry any motion, and all Board Directors must consent, in writing, to the resolution authorizing the action. The signed consents, or signed copies, shall be placed in the minutes book of the Board of Directors.

Section H. Proxies

Voting by proxies shall not be permitted.

Section I. Actions of the Board

Every decision of the Board shall be by a majority vote, unless otherwise required by law, these Bylaws, or the policies of the Board. Each voting Board Director shall be entitled to one (1) vote on any matter coming before the Board.

ARTICLE VII
OFFICERS

Section A. Titles of Officers

The Officers of AAHIVM shall consist of the Chair, Vice-Chair, Secretary, Treasurer, and Immediate Past Chair.

Section B. Qualifications and Authority of Officers

Officers of the AAHIVM shall be elected from among all Directors of the Board, whose terms will be active in the period for which Officers are being elected. The Officers shall be bound by, and be responsible and accountable to, the Board of Directors for satisfying resolutions and directives of the Board, and shall have the authority and accountability conferred and granted by these Bylaws and by the Board. No individual shall hold more than one elective Officer position at any one time.

Section C. Election of Officers

Except with respect to the Immediate Past Chair, the Board of Directors shall elect the Officers from among their number. Such elections shall take place at the meeting occurring during the Spring of even-numbered years. The Officers elected shall take office at the Annual Meeting following the election.

Section D. Terms of Office

The Officers shall serve a term of two (2) years, or until a successor assumes office. Unless otherwise and specifically authorized by these Bylaws, no Officer shall serve more than two (2) consecutive terms nor more than four (4) years, in the same office. The Immediate Past Chair shall serve a term of one (1) year as an Officer following the conclusion of his/her term as Chair, unless the Chair leaves officer sooner, or the Board of Directors otherwise authorizes the Immediate Past Chair to serve in that position or as a Director.

Section E. Duties of the Officers

1. Chair. The Chair shall be, and shall have the authority, powers, and responsibilities commonly incident to, and vested in, the corporate office of Chair of the Board of Directors, consistent with these Bylaws, including, but not limited to: the role of presiding officer at all meetings of the AAHIVM and the Board of Directors; the direction of other Officers; the responsibility to satisfy the directives of the Board; the designation and appointment of AAHIVM representatives, subject to Board approval; and, the administration of the affairs of the corporation according to the Articles of Incorporation, these Bylaws, and the policies adopted by the Board of Directors. With the exception of the Executive Committee, the Chair shall be an ex-officio member of all committees of the AAHIVM.

2. Vice-Chair. The Vice-Chair shall serve as Parliamentarian at all Board meetings, and shall perform such other duties as the Board of Directors or the Chair may, from time to time, designate. In the absence or disability of the Chair, the Vice-Chair shall serve as acting Chair, shall have all authority conferred upon the office of Chair, and shall perform all duties for which the Chair is responsible for the unexpired portion of the term, or until the Chair can resume duties.

3. Secretary. The Secretary shall have and perform all duties commonly incident to, and vested in, the offices of secretary of a corporation, as well as all duties delegated and designated by the Board of Directors or the Chair, including, but not limited to: supervision of maintenance of all corporate documents, including accounting for the accuracy of minutes of all meetings of the corporation.

4. Treasurer. The Treasurer shall be the Chief Financial Officer of the corporation. The Treasurer shall have and perform all duties commonly incident to, and vested in, the office of treasurer of a corporation, as well as all duties delegated and designated by the Board of Directors or the Chair, including, but not limited to: the administration of the fiscal and financial policies of the corporation; and, accounting for the accuracy of the books of the corporation.

5. Immediate Past Chair. The Immediate Past Chair shall assist the Chair, or perform such other duties, as requested or directed by the Chair, the Executive Committee, or Board of Directors.

Section F. Officer Resignation/Vacancy

Any Officer may resign at any time by providing written notice to the Chair, Chief Executive Officer, or Secretary. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance as determined by the Chair or Board of Directors. In the event that the office of Chair becomes vacant, the Vice-Chair shall assume the office of Chair for the remainder of the term of office. In the event that any other Officer position becomes vacant, the Chair shall appoint interim officers to fill such vacant offices until a new Officer is elected by the Board to serve the unexpired portion of the term at the next scheduled Board meeting.

Section G. Removal of Officers

Any Officer may be removed from office by the Board of Directors whenever, in its judgment, the best interests of the AAHIVM will be served thereby. An Officer may be removed by a two-thirds (2/3) affirmative vote of the Board at any regular or special meeting of the Board of Directors at which a quorum is present, and under rules or procedures approved by the Board.

ARTICLE VIII
CHIEF EXECUTIVE OFFICER/EXECUTIVE DIRECTOR

Section A. Chief Executive Officer Appointment, Authority, and Duties

The Board of Directors may appoint a Chief Executive Officer (CEO), who shall report to the Board, and shall be responsible for the development and implementation of: strategic corporate plans; educational symposia; professional conferences; professional credentialing policies; research activities; academic activities; corporate relationships with governmental bodies and professional organizations; and professional publications, consistent with these Bylaws and policies established by the Board of Directors. The CEO may legally bind the corporation and sign on its behalf contracts, checks, drafts, notes, and other legal documents with respect to such corporate activities. The CEO shall perform such other duties as may be elsewhere specified in these Bylaws, or as may from time to time be designated by the Board of Directors.

Section B. Executive Director Appointment, Authority and Duties

The Board of Directors may appoint an Executive Director, who shall act as Chief Operating Officer (COO) and report to the Board. The Executive Director shall be responsible for the supervision and management of AAHIVM in its administrative, business, financial, and other operational affairs, consistent with these Bylaws and policies established by the Board of Directors. The Executive Director shall have theauthority and duty to implement all operational and administrative policies of the corporation, including the responsibility to: conduct the business affairs of the corporation; hire and dismiss employees and personnel of the corporation; and, legally bind the corporation and sign on its behalf contracts, checks, drafts, notes, mortgages, leases, and other legal documents, with respect to administrative, operational, and business affairs. The Executive Director shall perform such other duties as may be elsewhere specified in these Bylaws, or as may from time to time be designated by the Board of Directors.

ARTICLE IX
COMMITTEES

Section A. Executive Committee

1. Establishment. The Executive Committee may be created and established upon resolution adopted by a majority of the Board Directors then in office, provided that a quorum is present.

2. Composition. The Executive Committee shall be composed of the Chair, Vice-Chair, Secretary, Treasurer, Immediate Past Chair, the Chief Executive Officer, and one (1) at-large Committee member, who shall be a Director elected by the Board of Directors to serve a one (1) year appointment. All Executive Committee members shall be voting members of the Committee, with the exception of the Chief Executive Officer, who shall be an ex-officio, non-voting member.

3. General Authority, Duties, and Limitations. The Executive Committee may act for the Board of Directors between meetings of the Board, or as otherwise authorized by the Board. The Executive Committee shall not, however, have the power to: approve a dissolution or merger; sell corporate assets; remove a Director or Officer; fill vacancies in the Board of Directors or in any committee; fix compensation for any individuals for serving on the Board of Directors or any committee; amend, repeal, or adopt Bylaws; or, amend or repeal any resolution of the Board which, by its terms, is not so amendable or repealable. All proceedings and actions of the Executive Committee shall be recorded and reported to the Board of Directors at the next meeting of the Board.

4. Meetings of the Executive Committee. The Executive Committee shall meet at least two (2) times each calendar year, or at the direction of the Chair. Any member of the Executive Committee may request that an Executive Committee meeting be convened to conduct specific business. Such requests shall be communicated to the Chair, who may call a meeting if appropriate and necessary. Notice of Executive Committee meetings shall be given to all Committee members at least five (5) days prior to such meeting, unless the Chair determines that a shorter notice period is appropriate under the circumstances. Executive Committee meetings shall be conducted in person or via telephone conference at a date and time determined by the Chair, so long as all participants can communicate and effectively participate. Minutes shall be kept of all Executive Committee meetings, and such minutes shall be promptly circulated to the Board of Directors and maintained with the corporate minutes of the Board

5. Actions by the Executive Committee. Unless contrary to applicable law or these Bylaws, the actions of the Executive Committee shall constitute the actions of the Board of Directors between meetings of the Board, unless subsequently rescinded or withdrawn by the Board of Directors.

Section B. Standing Committees

1. Establishment. A Standing Committee may be created and established upon resolution adopted by a majority of the Board Directors then in office, provided that a quorum is present. Each Standing Committee shall be permanent and continuing, until such time that it is dissolved or modified by the Board of Directors.

2. Composition. Each Standing Committee shall be composed of at least the Chair, who shall be the respective Standing Committee Board Director, and a Vice-Chair, who shall be a Director elected or approved by the Board of Directors to serve on the Standing Committee. Appointment of additional members for each Standing Committee shall be subject to the approval of the Board.

3. General Authority, Duties, and Limitations. A Standing Committee shall have the authority and the duty to carry out the purposes of the Committee, as set forth in the Board resolution establishing the Committee, consistent with these Bylaws, AAHIVM policies, and applicable law. A Standing Committee shall be prohibited from any activities or actions that cause the AAHIVM to be legally or financially bound to an agreement or other relationships. A Standing Committee shall be limited to the activities set forth in the Board resolution, and shall not have other authorities.

Section C. Additional Committees

The Board of Directors may authorize and supervise additional committees, from time to time, to perform such functions as may be determined by the Board of Directors. The Chair shall annually appoint, with the approval of the Board, the Chair of all special committees, and sub-committees or divisions, as may be required by these Bylaws, or as may be deemed necessary.

ARTICLE X
CHAPTERS AND OTHER SUBSIDIARY GROUPS

Section A. Establishment and Purposes

1. Establishment. The Board shall develop and approve policies and criteria that control and regulate the establishment and operation of chartered Chapters, consistent with the authority and limitations granted in the Articles of Incorporation, these Bylaws, and applicable policies. Each Chapter shall be established only through the submission and approval of a Chapter Charter, which shall be consistent with all applicable Chapter policies and criteria developed and implemented by the Board.

2. Purposes. The primary purposes of Chapters shall be to advance the general and specific purposes of the Academy.

Section B. Categories

The Board of Directors, or groups of Academy members subject to Board approval, may establish and maintain Chapters, which shall be subsidiary bodies or groups of the AAHIVM. These may include, but are not limited, as follows.

1. State Chapter. A group of Academy members within a specific U.S. state, or other appropriate geographic area.

2. Regional Chapter. A group of Academy members within a distinct and definable geographical region.

In addition to the Chapters identified in this Article, the Board of Directors may authorize and approve the establishment of other subsidiary groups of AAHIVM members which the Board, in its sole discretion, has determined will further the purposes and objectives of the Academy.

Section C. Authority and Limitations

1. Authority. Chapters shall have the authority and the duty to carry out the purposes of their charter, as approved by the Board of Directors and consistent with the Bylaws of the AAHIVM.

2. Limitations. Chapters are limited to activities set forth in their approved charter. At all times, the Charter, and the activities of any Chapter must be consistent with these Bylaws and all applicable policies.

Section D. Chapter Nominating Committee

1. Composition. Each Chapter Nominating Committee shall be composed of a Chapter Chair and at least three (3) voting members appointed by the Chapter Chair, none of whom shall be current Chapter Directors or Officers. All Chapter Nominating Committee members must maintain current Chapter membership status and must be in good standing with the AAHIVM.

2. Terms of Office. Chapter Nominating Committee members shall serve for a term of one (1) year.

3. General Authority and Duties. Each Chapter Nominating Committee shall oversee and supervise the nominating process for Chapter Board of Directors elections, including the selection and presentation of qualified candidates for election to active voting Chapter members in good standing. Among other duties, the Chapter Nominating Committee shall: solicit potential nominees; review and study the credentials of candidates; and, develop a slate of qualified candidates in excess of the number of positions and offices available.

Section E. Charter Review and Maintenance

1. Charter Review. The Board of Directors may review each Chapter Charter on an annual basis to ensure compliance with all Chapter requirements and policies established by the Board. The Board retains the sole and exclusive authority to approve, suspend, deny, or revoke any Chapter Charter, consistent with these Bylaws and all applicable policies. In the event that probationary action is recommended and approved by the Board of Directors, the Chapter Charter may be suspended.

2. Charter Maintenance. Each Chapter shall be responsible for maintaining and updating its Charter to ensure proper operation and continued compliance with these Bylaws and all applicable policies, and shall be responsible for demonstrating such compliance to the Board of Directors.

Section F. Membership

Membership in the Academy constitutes membership in the appropriate AAHIVM Chapter, according to the primary address provided by the member. Chapter membership is limited to Academy members.

Section G. Chapter Dues, Fees, and Assessments

The governing body of each Chapter shall not be permitted to establish Chapter dues and fees without the specific authorization of the AAHIVM Board of Directors.

Section H. Use of AAHIVM Intellectual Property

Chartered Chapters shall use AAHIVM names, trademarks, logos, symbols and other intellectual property in a manner that is consistent with applicable law, these Bylaws, and all applicable Academy policies.

Section I. Dissolution

The Board of Directors may suspend or dissolve any Chapter by revocation or non-renewal of the Chapter Charter, or other appropriate process. Revocation and/or non-renewal of a Chapter Charter may occur when the Board of Directors determines that the Chapter is no longer a viable entity, or that such an action is in the best interests of the Academy and in accordance with applicable policies.

ARTICLE XI
GOVERNANCE

Section A. Autonomy

The Board of Directors shall in all respects be autonomous with respect to: AAHIVM activities; finances; policies; administration; the conduct of meetings; election and appointment of Officers and representatives; and, all other lawful activities.

Section B. Authorization To Act

Except as provided in the Articles of Incorporation, these Bylaws, or applicable law, no Director, Officer, employee, agent, or representative of the corporation may act on behalf of the AAHIVM, or hold himself or herself out to the public as authorized to act on behalf of the AAHIVM, without the prior, express, written approval of the Board of Directors.

Section C. Fiscal Year

The fiscal year of the corporation shall begin on January 1 and terminate on December 31. The Board of Directors is authorized to fix and change the fiscal year from time to time, as it deems appropriate.

Section D. Parliamentary Procedures

The rules contained in the most recently revised edition of Roberts Rules of Order shall be the parliamentary authority for the conduct of all meetings of the Board, except as otherwise provided in these Bylaws or rules of the Board.

ARTICLE XII
AMENDMENTS

Except with respect to those subjects and provisions of these Bylaws that may be adopted, amended, or repealed only by the members, consistent with applicable law, these Bylaws may be adopted, amended, or repealed at any meeting of the Board of Directors by a two-thirds (2/3) affirmative vote of the Board of Directors, provided that proper written notice of proposed Bylaw change(s) is given to each Director at least thirty (30) days prior to the meeting. Proper written notice under this Article shall be a copy of the text of the proposed amendment, including any relevant explanatory materials, whether transmitted by mail, facsimile transmission, or other appropriate means. Notice by mail shall be deemed sufficient if sent to the last Post Office address furnished to the Secretary.

ARTICLE XIII
INDEMNIFICATION

Section A. Definitions

For the purposes of this Article, “agent” means any person who is or was a director, officer, employee, or other agent of the AAHIVM, or is or was serving at the request of the AAHIVM as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the AAHIVM or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes without limitation attorneys’ fees and any expenses of establishing a right of indemnification under Sections D or E.2, below.

Section B. Indemnification in Actions by Third Parties

The AAHIVM shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the AAHIVM to procure a judgment in its favor, an action brought under § 5233 of the California Nonprofit Public Benefit Corporation Law made applicable pursuant to § 7238 of the California Mutual Benefit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of the AAHIVM, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section C. Indemnification in Actions by or in the Right of the Corporation

The AAHIVM shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation, or brought under § 5233 of the California Nonprofit Public Benefit Corporation Law made applicable pursuant to § 7238 of the California Mutual Benefit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section:

1. In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person’s duty to the corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

2. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

3. Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General.

Section D. Indemnification Against Expenses

To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Sections B and C of this Article, above, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section E. Required Determinations

Except as provided in Section D of this Article, above, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections B and C of this Article, by:

1. A majority vote of a quorum consisting of Directors who are not parties to such proceeding; or

2. The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

Section F. Advance of Expenses

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section G. Other Indemnification

No provision made by the corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding, whether contained in the Articles of Incorporation, these Bylaws, a resolution of the Board, an agreement or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section H. Forms of Indemnification Not Permitted

No indemnification or advance shall be made under this Article, except as provided in Sections D and E.2 of this Article, above, in any circumstances where it appears:

1. That it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

2. That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section I. Personal Liability of Volunteer Directors or Executive Officers

To the fullest extent permitted by the California Nonprofit Mutual Benefit Corporation Law, as now in effect or as may hereafter be amended, there shall be no monetary liability to a third party on the part of, and no cause of action for damages shall arise against, a volunteer director or volunteer executive officer of a nonprofit corporation, based upon any alleged failure to discharge the person’s duties as a director or officer if the duties are performed: in good faith, in a manner such director or officer believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances; and either the damages are covered by liability insurance or the director or executive officer and the Board of Directors had made all reasonable efforts in good faith to obtain available liability insurance.

Section J. Insurance

AAHIVM shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article, provided, however, that the corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for a violation of § 5233 of the California Nonprofit Public Benefit Corporation (or any successor provision thereto).

ARTICLE XIV
DISSOLUTION

Upon the dissolution of the AAHIVM, in accordance with applicable California state or other laws, and after paying or making provisions for the payment of all liabilities, the Board of Directors shall dispose of all assets of the AAHIVM in a manner consistent with any relevant legal requirements concerning the AAHIVM’s tax-exempt and nonprofit status, and exclusively to one or more nonprofit organizations having similar aims, purposes, or objectives as the AAHIVM, and which may be selected as an appropriate recipient(s) of certain assets, so long as such organization(s) shall then qualify as an organization or organizations exempt from federal income taxation under Section 501(c) of the U.S. Internal Revenue Code, or other controlling law.

ARTICLE XV
ADOPTION OF BYLAWS

The AAHIVM was organized under the laws of the State of California in 2000. These Bylaws hereby nullify and replace the AAHIVM Bylaws last amended May 8, 2003. These Bylaws were adopted by the Board of Directors, and became effective as of February 7, 2004.

APPROVED:
American Academy of HIV Medicine, Inc. (AAHIVM)

By: ________________________________

Chair, Board of Directors

By: ________________________________

Chief Executive Officer

Attest: ____________________________

Secretary