Amended Bylaws

Effective Date of January 1, 2024

Article I: Name

This corporation shall be known as “The American Board of Preventive Medicine Incorporated,” a Delaware not-for-profit corporation and by the acronym “ABPM” and shall be referred to hereinafter in these Bylaws as the “ABPM.”

Article II: Definitions

Section 1. American Board of Medical Specialties
The American Board of Medical Specialties (ABMS) is a federation of twenty-four (24) Member Boards of which the ABPM is one and, thus, the ABPM works collaboratively with the other twenty-three (23) Member Boards to set joint policy and operating similarities. While the ABPM is a Member Board of the federation, the ABPM is a separate and independent organization for the conduct of its business and chooses to cooperate within the federation. ABPM will comply with any requirements of ABMS which are not inconsistent with applicable laws, ABPM’s mission, ABPM Bylaws, the ABPM Policies and Procedures Manual as same may exist from time to time.

Section 2. At-Large Specialty Member
An individual authorized and elected under Article V of these Bylaws, with voting rights on the Board and who must be Certified in at least one (1) Specialty and who may (but is not required) be Certified in at least one (1) Subspecialty.

Section 3. At-Large Sub-board Member
An individual authorized and elected under Article V of these Bylaws, with voting rights on the Board and who represents the interests of the ABPM’s Sub-boards and who must be Certified in at least one (1) Subspecialty.

Section 4. Board of Directors or “Board”
The governing body of the ABPM as further described in Article V of these Bylaws. An individual member of the Board may be referred to herein as a “Director.”

Section 5. Certificate
An official document issued by the Board to a qualified physician and attesting to the fact that the physician has achieved special knowledge in a Specialty or Subspecialty.

Section 6. Certification
The formal process by which the ABPM assesses and verifies the attributes, characteristics, quality, qualification or status of an Applicant/Candidate in accordance with the ABPM’s established requirements and standards.

Section 7. Diplomate
An individual who is Certified by the ABPM in one or more Specialties or Subspecialties.

Section 8. Diversity

The practice or quality of including or involving people from a range of different social and racial/ethnic backgrounds and of different genders, sexual orientations, ages, religions, abilities, etc.

Section 9. Equity

The process of ensuring that processes and programs are impartial, fair and provide optimal outcomes for every individual.

Section 10. Inclusion

The practice of ensuring that people feel a sense of belonging in the workplace.

Section 11. International Medical School
An “International Medical School” is a medical school outside the United States, its territories, possessions or protectorates and Canada.

Section 12. Continuing Certification
The formal process by which the ABPM assesses and verifies the continuing competencies of Diplomates who are Certified in a Specialty or Subspecialty. Also referred to herein as “CCP.”

Section 13. Majority Vote
An affirmative vote of more than one-half (1/2) of a voting quorum.

Section 14. Officer
A designated position of the ABPM as provided in Article VII of these Bylaws.

Section 15. Public Member
An individual authorized and elected under Article V of these Bylaws, with voting rights on the Board and who represents the interests of the public and such Committees as are described in these Bylaws or otherwise created in accordance herewith.

Section 16. Society
An organization which has as its aims or objectives the advancement of one or more Specialty or Subspecialty and which has been authorized, in accordance with the procedure specified in these Bylaws, to review and comment on one or more nominees for membership on the Board of Directors of the ABPM. The Societies of the ABPM are listed in the ABPM Policies and Procedures Manual.

Section 17. Specialty
A defined area of medical practice which connotes special knowledge and ability resulting from specialized effort and training in the specialty field. The “Specialties” of the ABPM are Aerospace Medicine, Occupational and Environmental Medicine, and Public Health and General Preventive Medicine.

Section 18. Sub-board
A body which is constituted as stated in the agreements with Co-Sponsoring Boards, these Bylaws or the ABPM’s Policies and Procedures Manual and which, in any event, is responsible for at least one Subspecialty.

Section 19. Subspecialty
An identifiable component of a Specialty to which a practicing physician may devote a significant proportion of time. Practice in the Subspecialty follows special educational experience in addition to that required for general Certification. The “Subspecialties” of the ABPM are Addiction Medicine, Clinical Informatics, Health Care Administration, Leadership, and Management (HALM), Medical Toxicology, and Undersea and Hyperbaric Medicine.

Section 20. Supermajority Vote
An affirmative vote of more than two-thirds (2/3) of a voting quorum.

Section 21. Vote
A vote of the Board, Committee or other body described in these Bylaws. Unless specifically identified as a Supermajority Vote herein, all votes shall be deemed to be Majority Votes.

Article III: Mission and Purpose

Section 1. Mission

The mission of the ABPM is to:

(a) Certify physicians practicing in a Specialty and/or Subspecialty and to extend and support development of those Specialties and Subspecialties; and

(b) Extend, encourage, and enhance the study and the standards of practice, and advance the cause of preventive medicine and the ABPM.

Section 2. Purposes

The purposes of the ABPM are as set forth in its Certificate of Incorporation, and include the following:

(a) To establish and maintain high standards in preventive medicine including the Specialty and Subspecialty areas of Aerospace Medicine; Occupational and Environmental Medicine; Public Health and General Preventive Medicine; Addiction Medicine; Clinical Informatics; Health Care Administration, Leadership, and Management; Medical Toxicology; and Undersea and Hyperbaric Medicine; and other related medical specialty areas;

(b) To develop and administer examinations and to otherwise evaluate physicians applying for Certification and Continuing Certification in preventive medicine, its Specialty and Subspecialty areas and other related medical specialty areas;

(c) To grant and issue Certificates or other recognition of knowledge and skills in preventive medicine and its Specialty and Subspecialty areas and other related medical specialties and to suspend or revoke the same when appropriate; and

(d) To enhance, encourage and engage in programs and practices related to the improvement of Diversity, Equity and Inclusion of all ABPM Diplomates.

Section 3. Corporate Powers

The ABPM shall have, without limitation and notwithstanding the foregoing statements of mission and purposes, all of the powers granted by the State of Delaware’s General Corporation Law, the General Not for Profit Corporation Act of the State of Illinois (the “Act”), as such other laws as may be applicable to the ABPM.

Article IV: Registered Office, Place of Business & Dissolution

Section 1. Registered Office

The Registered Office of the ABPM shall be the office of the Corporation Trust Company, its registered agent, in the city of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices

The ABPM may establish such other office or offices either within or without the State of Delaware as the Board of Directors may determine from time to time.

Section 3. Conduct of Business

The business of the ABPM, including meetings of its Board of Directors, its Committees and Officers, may be conducted at any place within or without the State of Delaware.

Section 4. Corporate Dissolution

In the event of the dissolution of the ABPM, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the ABPM, distribute in any proportions considered prudent, all of the assets of the ABPM to such organization or organizations as shall at the time qualify as an exempt organization or organizations under § 501(c)(6) or § 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law) and as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in the state in which the principal office of the ABPM is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and exclusively for such purposes.

Article V: Board

Section 1. General Powers

The management and control of the estate, property, funds and the affairs of the ABPM shall be governed by the Board of Directors. The Board shall determine compliance with the ABPM’s stated mission and purposes and shall have the power and authority to do and perform all acts or functions not inconsistent with these Bylaws, the ABPM’s Articles of Incorporation and other relevant and applicable law.

Section 2. Directors

(a) The Board shall consist of fifteen (15) persons elected by the then-current Board and shall be comprised of Directors from the following Specialty Areas: three (3) in Aerospace Medicine; four (4) in Occupational and Environmental Medicine; and four (4) in Public Health and General Preventive Medicine (collectively as the “Specialty Area Members”); one (1) At-Large Specialty Member; one (1) At-Large Sub-board Member; one (1) At-Large Sub-board Committee Chair-Elect Member and; one (1) Public Member.

(b) Additional Societies may be designated by a Resolution approved by a Supermajority vote of the Board of Directors then in office.

(c) Any Society may be eliminated as such by Resolution approved by a Supermajority vote of the Board of Directors then in office; provided however, any Director elected from a Society or for a position which has been eliminated shall nevertheless be entitled to continue as a Director for the remainder of their term and until their successor is named and qualified or until they shall die, resign or otherwise become disqualified, whichever first occurs.

Section 3. Nominations for the Specialty Area Members

The Board shall provide each Society with a slate of nominees as approved by the ABPM’s Nominating Committee in the applicable Specialty for each open Specialty Area Member position. Each Society may but shall not be required to provide the Board with its response to the ABPM’s slate of nominees. In any event, and in order to be considered by the Board, a response from a Society must be received by the Chief Executive Officer of the Board not later than sixty (60) calendar days prior to the date scheduled for the Vote to fill the open Specialty Area Member position. The Nominating Committee shall review such responses and shall select one (1) person from the slate of nominees to be nominated to the Board of Directors. All persons nominated shall be qualified for election as provided in Section 9(a) of this Article V.

Section 4. Nominations for the At-Large Sub-board Member

The Board may provide a slate of nominees for the At-Large Sub-board Member position as approved by the ABPM’s Nominating Committee to such organizations as the Executive Committee shall determine in its sole and absolute discretion. Each organization receiving a slate of nominees may but shall not be required to provide the Board with its response. In any event, and in order to be considered by the Board, a response from an organization receiving a slate of nominees for the At-Large Sub-board Member position must be received by the Chief Executive Officer of the Board not later than sixty (60) calendar days prior to the date scheduled for the Vote to fill the open At-Large Sub-board Member position. The Nominating Committee shall review such responses and shall select one (1) person from the slate of nominees to be nominated to the Board of Directors. All persons nominated shall be qualified for election as provided in Section 9(b) of this Article V.

Section 5. Nominations for the Public Member

The Board may provide a slate of nominees for the Public Member position as approved by the ABPM’s Nominating Committee to such organizations as the Executive Committee shall determine in its sole and absolute discretion. Each organization receiving a slate of nominees may but shall not be required to provide the Board with its response. In any event, and in order to be considered by the Board, a response from an organization receiving a slate of nominees for the Public Member position must be received by the Chief Executive Officer of the Board not later than sixty (60) calendar days prior to the date scheduled for the Vote to fill the open Public Member position. The Nominating Committee shall review such responses and shall select one (1) person from the slate of nominees to be nominated to the Board of Directors. All persons nominated shall be qualified for election as provided in Section 9(c) of this Article V.

Section 6. Nominations for the At-Large Specialty Member

The Board may provide a slate of nominees for the At-Large Specialty Member position as approved by the ABPM’s Nominating Committee to such organizations as the Executive Committee shall determine in its sole and absolute discretion. Each organization receiving a slate of nominees may but shall not be required to provide the Board with its response. In any event, and in order to be considered by the Board, a response from an organization receiving a slate of nominees for the At-Large Specialty Member position must be received by the Chief Executive Officer of the Board not later than sixty (60) calendar days prior to the date scheduled for the Vote to fill the open At-Large Specialty Member position. The Nominating Committee shall review such responses and shall select one (1) person from the slate of nominees to be nominated to the Board of Directors. All persons nominated shall be qualified for election as provided in Section 9(d) of this Article V.

Section 7. Nominations for the At-Large Sub-board Committee Chair-Elect Member

The Board may, at its sole and absolute discretion, elect not more than one of the then-current Sub-board Chairs which shall not include the then-current At-Large Sub-board Member, to become the At-Large Sub-board Committee Chair-Elect Member. Any person elected to become the At-Large Sub-board Committee Chair-Elect Member shall be qualified for election as provided in Section 9(e) of this Article V.

Section 8. Elections

(a) Elections to fill open Director positions shall take place at the ABPM’s Annual Meeting.

(b) A nominee shall be elected to the applicable open Director position upon receiving a Majority of Votes of the Directors.

(c) Notwithstanding any of the other provisions of Article V, no nominee for an open Director position will be considered for election until the Nominating Committee has accomplished appropriate review of credentials and provided a recommendation to the Board.

(d) In the event of a vacancy due to a Director being disqualified or otherwise unable to complete their term and a replacement not being elected at the Annual Meeting or if none of the nominees for a specific Director position is elected at the Annual Meeting, the Board may convene a Special Meeting in the manner specified elsewhere in these Bylaws for the purpose of holding an election in the interim period between Annual Meetings.

Section 9. Qualifications of Directors

(a) Specialty Area Member
Each Specialty Area Member of the ABPM must, at all times during the term of their participation on the Board be (i) a physician holding a valid and unrestricted license in all states in which they are licensed to practice, (ii) the holder of a valid and current Certificate in a Specialty issued by the ABPM, (iii) in active practice in the Specialty for which they were nominated, and (iv) deemed otherwise qualified in the absolute discretion of the Board. The receipt of a Certificate from the ABPM does not, in itself, signify the recipient is a member of the ABPM.

(b) At-Large Sub-board Member
The At-Large Sub-board Member of the ABPM must, at all times during the term of their participation on the Board be (i) a physician holding a valid and unrestricted license in all states in which they are licensed to practice, (ii) the holder of a valid and current Certificate in a Subspecialty issued by the ABPM, (iii) in active practice in at least one (1) Subspecialty, and (iv) deemed otherwise qualified in the absolute discretion of the Board. The receipt of a Certificate from the ABPM in a Subspecialty does not, in itself, signify the recipient is a member of the ABPM.

(c) Public Member
The Public Member must be a non-physician resident of the United States or Canada with a highly-regarded reputation for ethical behavior, integrity, and competence. The Public Member should have recognition in their field of expertise and should be collegial, open-minded, and possess good leadership and communications skills. The Public Member should also have experience in one or more of the following: preventive medicine, public health policy, medical education, assessment, certification, advocacy, quality and performance measures, patient safety, healthcare law, communications, finance, or other areas that complement the ABPM’s mission and purposes.

(d) At-Large Specialty Member
The At-Large Specialty Member of the ABPM must, at all times during the term of their participation on the Board be (i) a physician holding a valid and unrestricted license in all states in which they are licensed to practice, (ii) the holder of a valid and current Certificate in at least one (1) Specialty issued by the ABPM, (iii) in active practice in at least one (1) Specialty, and (iv) deemed otherwise qualified in the absolute discretion of the Board. The At-Large Specialty Member may, but shall not be required to, possess a valid and current Certificate in at least one (1) Subspecialty. The receipt of a Certificate from the ABPM does not, in itself, signify the recipient is a member of the ABPM.

(e) At-Large Sub-board Committee Chair-Elect Member
The At-Large Sub-board Committee Chair-Elect Member of the ABPM must, at all times during the term of their participation on the Board be (i) a physician holding a valid and unrestricted license in all states in which they are licensed to practice, (ii) the holder of a valid and current Certificate in a Subspecialty issued by the ABPM, (iii) in active practice in at least one (1) Subspecialty, (iv) NOT be the At-Large Sub-board Member, and (v) deemed otherwise qualified in the absolute discretion of the Board. The receipt of a Certificate from the ABPM in a Subspecialty does not, in itself, signify the recipient is a member of the ABPM.

(e) Diversity, Equity and Inclusion

The ABPM commits to Diversity on its Board of Directors and among its volunteers so that each of these groups reflect the Diversity of its Diplomates.

Section 10. Terms of Directors

(a) Specialty Area Member
Each Specialty Area Member shall serve an initial term of three (3) years and, upon Majority Vote of the Board of Directors then in office, may serve up to an additional two (2) terms. No Specialty Area Member shall serve more than three (3) consecutive full terms (9 years) on the Board.

(b) At-Large Sub-board Member
The At-Large Sub-board Member shall serve an initial term of three (3) years and, upon Supermajority Vote of the Board of Directors then in office, may serve an additional term of three (3) years. No At-Large Sub-board Member shall serve more than two (2) consecutive full terms (6 years) on the Board.

(c) Public Member
The Public Member shall serve an initial term of two (2) years and, upon Supermajority Vote of the Board of Directors then in office, may serve an additional term of two (2) years. No Public Member shall serve more than two (2) consecutive full terms (4 years) on the Board.

(d) At-Large Specialty Member
The At-Large Specialty Member shall serve an initial term of three (3) years and, upon Supermajority Vote of the Board of Directors then in office, may serve an additional term of three (3) years. No At-Large Specialty Member shall serve more than two (2) consecutive full terms (6 years) on the Board.

(e) At-Large Sub-board Committee Chair-Elect Member
The At-Large Sub-board Committee Chair-Elect Member shall serve a term of two (2) years and, upon Supermajority Vote of the Board of Directors then in office, may serve an additional term of two (2) years as the At-Large Sub-board Member. No At-Large Sub-board Committee Chair-Elect Member shall serve more than two (2) years as the At-Large Sub-board Committee Chair-Elect Member on the Board.

For purposes of determining the eligibility of an individual to serve as the Sub-board Member and the At-Large Sub-board Chair-Elect Member, the duration that such person has served on the Board shall be determined from August 11, 2024, such that all prior service on the Board shall not be counted as part of such person’s term of office. The At-Large Sub-board Member serving as of August 11, 2024, shall continue to serve in such position until the conclusion of the ABPM’s 2026 Interim Meeting of the Board unless they resign or are otherwise removed pursuant to the terms and conditions of these Bylaws.

Section 11. Removal and Resignation

Any Director of the ABPM may resign at any time by giving written notice to the Board Chair or Chief Executive Officer; the resignation shall be effective without further action upon receipt or upon the date specified in the notice, whichever date is later. The Board may, by Supermajority Vote of the Board of Directors then in office, terminate the term of any Director if it determines, in its absolute discretion, that such Director is unable or unfit, by reason of illness, incapacity, conflict of interest, or for any other reason, to perform the duties of a Director of the ABPM.

Section 12. Reappointment During Term

Immediately prior to the Interim Board Meeting at which a Director’s interim term would be concluded, the Board Chair, Secretary, Chair of the Nominating Committee and the Chief Executive Officer will convene and complete an evaluation matrix for the Director(s) whose interim term is concluding. Based on that meeting, the Board Chair will make a recommendation to the ABPM’s Nominating Committee on whether to reappoint the Director(s) for a subsequent term on the Board. In turn, the Nominating Committee, exclusive of the Director(s) who are concluding terms, will consider the Board Chair’s recommendation as well as conduct an independent examination of the evaluation matrix, amend as necessary and appropriate and thereafter, make a recommendation to the entire ABPM Board on whether to reappoint the Director(s) for a subsequent term on the Board. The Board, exclusive of the Director(s) who are concluding interim terms, will, pursuant to the terms and conditions of the Bylaws, vote on whether to reappoint the Director(s) for a subsequent term on the Board.

Article VI: Meetings and Voting

Section 1. Annual and Interim Meetings of Board

An Annual Meeting of the Board shall be held during the first quarter of each year at a time and place determined by the Board. An Interim Meeting of the Board shall be held in the third calendar quarter of each year. The dates of the Annual and Interim Meetings shall be set by action of the Board at least ninety (90) days prior to the meetings. The purpose of the Annual meeting shall be electing Officers and Directors and the transaction of such other business as may properly be brought before such meeting. The terms of newly elected Officers and Directors shall begin upon the conclusion of the Interim Meeting of the Board.

Section 2. Special Meetings

Special Meetings of the Board shall be called by (a) the Board Chair or; (b) by the Secretary upon written request of not less than one-third (1/3) of the Directors then in office. Special Meetings may be held by conference call or by using other remote meeting technology.

Section 3. Notice

Notice of any meeting of the Board shall state the time and place of such meeting. The purpose of the meeting need not be specified except in the case of a Special Meeting or when an Amendment to these Bylaws or the Certificate of Incorporation will be considered. The specification of the purpose of any meeting shall not foreclose other matters of business from being considered and acted upon. Notice shall be in writing and shall be given not less than thirty (30) days prior to the date of the meeting except that, in the case of a Special Meeting, not less than seven (7) days prior notice must be given.

Section 4. Form of Notice

Written notice of all meetings shall be sent by express mail, private courier, electronic mail or facsimile by the ABPM to each Director at their residence or designated place of business. Written notice shall be considered delivered: (a) if sent by first class express mail, two (2) business days after it is deposited in the United States mail in a sealed, properly addressed envelope, with sufficient postage prepaid; (b) if sent by private courier, one (1) business day after it is placed in the hands of the courier in a sealed, properly addressed envelope; (c) if sent by facsimile, when the receipt of the facsimile is confirmed by facsimile printout; or (d) if sent via electronic mail, to the address of record without a return message of non-delivery.

Section 5. Waiver of Notice

Notice of any meeting of the Board may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. Such waivers of notice are to be filed by the ABPM staff with the records of the meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where the Director attends for the sole purpose of objecting to the holding of such meeting.

Section 6. Action by Unanimous Consent

Any action that may be taken at a meeting of the Board may be taken without a Board meeting if a unanimous written consent is executed as required or allowed by applicable law. A unanimous written consent may be obtained by electronic mail confirmation (without signature) of the Vote of the Directors entitled to vote on the matter involved.

Section 7. Quorum

For all meetings of the Board (except for action taken by the Board pursuant to Section 6 of this Article VI), a simple majority of the Directors then serving, and having a vote, including those serving ex officio, who shall be present in person or in telephonic or video/audio participation shall constitute a quorum for the transaction of business. If a quorum is not present, a majority of the Directors present may adjourn the meeting until a quorum is present. Unless required by applicable law, proxies are not permitted for or by Directors.

Section 8. Voting

(a) Each Director is entitled to one (1) vote on all issues. Except where otherwise required by law, the Certificate of Incorporation or these Bylaws, all issues shall be decided by a Majority Vote of the Directors and such vote shall be the act of the Board.

(b) If approved by the Board or the Executive Committee, an official Vote of the Directors may be taken by mail or by electronic means. The results of such Vote shall become a part of the minutes of the next Board meeting.

Section 9. Rules of Order

All meetings are to be conducted according to the most current version of Robert’s Rules of Order.

Article VII: Officers

Section 1. Elected Officers

(a) The Officers of the ABPM elected by and from the Board shall be a Board Chair, a Treasurer, and a Secretary. The offices of Treasurer and Secretary may be held by the same person. In the event that one person is elected to the offices of both Treasurer and Secretary, this Officer shall be referred to as “Secretary Treasurer” and shall assume all duties described in Sections 6 and 7 of this Article VII. The Board may elect a Chair–Elect one year prior to the current Board Chair leaving the Board. The duties of the Chair-Elect shall be defined and approved by the Board. The Chair-Elect shall automatically become the Board Chair at the end of the term of the prior Board Chair, unless the Board, by Supermajority Vote, precludes the Chair-Elect from becoming the Board Chair.

(b) Subject to the term limits set forth in Article V, Section 10 of these Bylaws, the Board Chair shall be elected to a single three (3) year term.

(c) The Secretary shall be elected to an initial two (2) year term but, upon Supermajority Vote of the Board of Directors then in office, may serve an additional term of two (2) years. The Secretary shall not serve more than two (2) consecutive full terms (4 years) as Secretary.

(d) The Treasurer shall be elected to an initial three (3) year term but, upon Supermajority Vote of the Board of Directors then in office, may serve an additional term of two (2) years. The Treasurer shall not serve more than two (2) consecutive full terms (5 years) as Treasurer.

(e) To be eligible for election as Board Chair, Chair-Elect, Treasurer or Secretary, a nominee must, at the meeting of the Board at which elected, be:

1) A current member of the Board;
2) A current member of a Committee of the Board;
3) Certified in at least one (1) Specialty or Subspecialty; and
4) Participating and fully compliant in the ABPM’s Continuing Certification program.

(f) The Board may establish additional qualifications for Officers, and all nominees for an Officer position must meet the qualifications for each office established by these Bylaws and by the Board that are in force at the time of their nomination.

Section 2. Appointed Officers

(a) The Board Chair shall appoint three (3) Vice Chairs (one each for Aerospace Medicine, Occupational and Environmental Medicine, and Public Health and General Preventive Medicine) with the advice of the Board.

To be eligible for appointment as Vice Chair, an individual must, immediately prior to appointment as Vice Chair, be:

1) A current member of a Standing or Ad Hoc Committee of the Board;
2) Certified in the Specialty for which the individual will become Vice Chair; and
3) Participating and fully compliant in the ABPM’s Continuing Certification program.

(b) The Board may appoint or may delegate to any elected Officer the power to appoint such other Officers and such agents as the Board deems necessary or advisable. Each appointed Officer or agent shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may determine in its absolute discretion.

Section 3. Resignation and Removal

Any Officer of the ABPM may resign at any time by written notice to the Board, the Board Chair or the Secretary. This resignation shall become effective immediately upon receipt or upon the date specified in it, whichever date is later. Any elected Officer may be removed, either with or without cause at any time, by resolution adopted by a Supermajority Vote of the Board of Directors then in office at any meeting in which a Quorum has been established. Any appointed Officer may be removed by any elected Officer upon whom the Board shall have conferred the power of removal. In the event of resignation or removal of an Officer, the Board may fill the vacancy created for the unexpired term either through election or appointment as provided by these Bylaws.

Section 4. Duties of the Board Chair

The Board Chair shall serve as the President of the ABPM as required by law. The Board Chair shall have general and active supervision over the activities and affairs of the ABPM, subject to the control of the Board except where such actions are precluded by law, these Bylaws, or resolution of the Board. The duties of the Board Chair shall include:

(a) Presiding at all meetings of the Board, shall serve ex officio with voting rights on the Executive Committee, and shall be an ex officio (nonvoting) member of all other Committees of the Board;

(b) Executing all orders and resolutions of the Board;

(c) Signing, executing, and delivering in the name and on behalf of the ABPM, all deeds, mortgages, contracts, and other instruments authorized by the Board, and all Certificates in each Specialty and Subspecialty;

(d) Appointing the Vice Chairs, the chairs and the members of all Committees and of task forces, except as may be otherwise provided in these Bylaws;

(e) Performing all duties incident to the office of President of a corporation together with such other duties as may from time to time be assigned by the Board; and

(f) Delegating the responsibility for duties specified in Subsection 4(c) of Article VII hereof, when necessary and appropriate, to other Officers of the ABPM or the Chief Executive Officer.

Section 5. Duties of the Vice Chairs

The Vice Chairs shall perform such duties and have such powers as the Board or the Board Chair may, from time to time, prescribe and to perform such other responsibilities as may be defined by these Bylaws and the ABPM Policies and Procedures Manual. In the event of the death, disability, or absence of the Board Chair, the Chair-Elect shall succeed to the Board Chair until the Board Chair returns. If there is no Chair-Elect, then the Vice Chair having the longest tenure as Vice Chair shall succeed to the Board Chair until the Board Chair returns or the vacancy is filled as prescribed in these Bylaws.

Section 6. Duties of the Treasurer

The Treasurer shall be responsible for all financial matters relating to the ABPM and shall be the chair of the Finance Committee. The Treasurer is responsible for and shall ensure the safe and appropriate custody and control of all funds and securities of the ABPM and that a true and accurate accounting of the financial transactions of the ABPM is made periodically and presented to the Board. The Treasurer shall perform those specific duties outlined in the ABPM Policies and Procedures Manual and such other duties as are customarily required of corporate treasurers and as from time to time may be assigned to them by the Board Chair or by the Board. In performing their duties and functions, the Treasurer may delegate to ABPM staff, but in doing so shall be ultimately responsible for the actions of any persons in carrying out the delegated duties.

Section 7. Duties of the Secretary

The Secretary shall be responsible for the sending of appropriate notices or waivers of notice regarding meetings of the Board, the preparation of agendas, reports, minutes, and other materials for all meetings of the Board, and the safekeeping of the official records of the ABPM, the Board and Committees. The Secretary shall perform those specific duties as are customarily required of corporate secretaries and as from time to time may be assigned to them by the Board Chair or by the Board. In performing their duties and functions, the Secretary may delegate to ABPM staff, but in doing so shall be ultimately responsible for the actions of any persons in carrying out the delegated duties.

Section 8. Election, Duties, Resignation and Removal of the Sub-board Chairs

(a) Sub-board Chairs shall be elected to an initial two (2)-year term but, upon proper qualification and Supermajority Vote of the Board of Directors then in office, may serve an additional term of two (2) years as the At-Large Sub-board Committee Chair-Elect. In any event, an individual shall not serve more than two (2) consecutive full terms (4 years) as a Sub-board Chair.

To be eligible for election as a Sub-board Chair, an individual must, immediately prior to being elected as a Sub-board Chair, be:

1) Certified in a Subspecialty for which the individual will become the Sub-board Chair;
2) Not be the At-Large Sub-board Member;
3) Not be the At-Large Sub-board Committee Chair-Elect Member; and
4) Participating and fully compliant in the ABPM’s Continuing Certification program.

(b) Each Sub-board Chair shall perform such duties as outlined in the ABPM Policies and Procedures Manual or as assigned by the Board Chair, the Executive Committee, or the Board. In performing the duties and functions, the Sub-board Chairs may delegate to ABPM staff, but in doing so shall be ultimately responsible for the actions of any persons in carrying out the delegated duties. The Sub-board Chairs will be voting members of only the Examination Committee, Certification Committee, Continuing Certification Committee and Sub-board Committee.

(c) An individual may resign or otherwise be removed as a Sub-board Chair pursuant to the provisions of Article VII, Section 3 of these Bylaws.

(d) For purposes of determining the eligibility of an individual to serve as a Sub-board Chair, the duration that such person has served as a Sub-board Chair shall be determined from August 11, 2024, such that all prior service as a Sub-board Chair shall not be counted as part of such person’s term of office. The Sub-board Chair serving as of August 11, 2024, shall continue to serve in such position until the conclusion of the ABPM’s 2026 Interim Meeting of the Board unless they resigned or are otherwise removed pursuant to the terms and conditions of these Bylaws.

Article VIII: Staff Offices

Section 1. Chief Executive Officer

An Chief Executive Officer may be employed by the Board to administer the affairs and business of the ABPM. The Chief Executive Officer shall have the right to attend and participate without vote in meetings of the Board and its Committees, other than executive sessions.

The Chief Executive Officer, as the chief executive officer of the ABPM, shall have all the duties and authority which such position would customarily require, including but not limited to:

(a) Submitting to the Board for approval a plan of organization for the conduct of the various activities of the ABPM and recommending changes when necessary;

(b) Presenting written plans to the Board related to the ABPM’s specific objectives and periodically reviewing and evaluating such plans with the Board Chair, Executive Committee and Board;

(c) Assisting the Treasurer in preparing an annual budget showing the expected revenue and expenditures as required by the Board and that a true and accurate accounting of the financial transactions of the ABPM is made periodically and presented to the Board;

(d) Presenting to the Board and its various Committees, periodic reports reflecting the ABPM’s activities and such other documents, materials or reports as may be reasonably required by the Board Chair, Executive Committee or Board;

(e) Coordinating the preparation and presentation of meeting materials for various Committee and Board meetings;

(f) Employing and discharging employees of the ABPM;

(g) Delegating staff to assist the Officers in performing the functions of the specific office, the Board Chair, Vice Chairs, Sub-board Chairs, Committees and the Board;

(h) Being responsible, along with the Board Chair, Treasurer and other advisors as necessary, for risk management issues of the ABPM; and

(i) The Board shall select an individual to fill the Chief Executive Officer position using a process that includes consideration of an exhaustive list of attributes the Board of Directors believes to be necessary for the effective and efficient administrative of the ABPM and which attributes will, among others, include principles of Diversity, Equity and Inclusion.

Section 2. Other Offices

Under special circumstances, a Director or other qualified person may be appointed to such other office(s) as may be determined by the Board from time to time.

Article IX: Committees

Section 1. Standing Committees

The Board shall have the following Standing Committees with such powers and duties as are set forth following:

(a) The Executive Committee

The Executive Committee shall consist of the Board Chair, Chair-Elect (if applicable), all Vice Chairs, Secretary, Treasurer, and the Chief Executive Officer (without vote).

Between meetings of the Board, the Executive Committee is empowered with full authority to act on behalf of the ABPM and to exercise all the powers of the Board in the management of the property, business, and affairs of the ABPM, subject to subsequent review and ratification by the full Board except as otherwise prohibited or limited by law, the Certificate of Incorporation, these Bylaws, or other actions of the Board.

(b) The Examination Committee

The Examination Committee shall be appointed by the Board Chair and shall consist of a Committee Chair, two (2) or more Directors of the Board, the At Large Sub-board Member, the Sub-board Chairs and the Chief Executive Officer (without vote). The Committee Chair shall be appointed by the Board Chair.

The Examination Committee shall: (i) formulate, revise, conduct and evaluate the results of Initial Certification examinations of Applicants, Continuing Certification examinations of current Diplomates, (ii) periodically conduct a review of the Initial Certification and Longitudinal Assessment examinations for potential bias that might affect the results of defined groups of examinees (This process may be deleted by the Examination Committee as necessary and appropriate from time to time), and (iii) have such other powers and perform such other duties as shall from time to time be assigned by the Board Chair.

The Examination Committee shall have subcommittees equal to the number of the Specialty areas, the Subspecialty areas of which ABPM is the administering board, and a sub-committee of the Core Examination.

(c) The Finance Committee

The Finance Committee shall consist of the Treasurer, who shall serve as Finance Committee Chair ex officio (with voting rights), the Chief Executive Officer (without vote), and two (2) or more Directors of the Board appointed by the Board Chair. The Finance Committee shall be responsible for monitoring the financial integrity of the ABPM including the prudent investment and management of ABPM’s funds. The Finance Committee will make recommendations to the Board and address other financial matters as delegated to it by the Board Chair or Board and provide general guidance to the Board related to the fiscal well-being of the ABPM. The Finance Committee will also periodically review ABMS’ system of internal controls and make recommendations to the Board concerning the improvement of same.

(d) The Nominating Committee

The Nominating Committee shall be appointed by the Board Chair and shall consist of a Committee Chair, one or more Directors from each of the Specialty areas, the Sub-Board Chairs, and the At-Large Sub-Board Member. The Committee Chair shall be appointed by the Board Chair.
The Nominating Committee shall have two primary responsibilities:

1) Review and evaluate the nominees for vacant positions on the Board or for other vacancies or positions as designated by the Board; and
2) Recommend nominees for vacant positions on the Board or for other vacancies or positions as designated by the Board.

(e) The Bylaws Committee

The Bylaws Committee shall be appointed by the Board Chair and shall consist of a Committee Chair, one or more Directors from each of the Specialty areas, the Sub-Board Chairs, and the At-Large Sub-Board Member. The Committee Chair shall be appointed by the Board Chair. The Bylaws Committee is responsible for the creation and maintenance of the ABPM’s Bylaws. The Bylaws Committee shall review the Bylaws to ensure that the Bylaws provide for an efficient, legal, and responsible organization and that they direct, as required, current policies and practices of the ABPM. The Bylaws Committee shall be responsible for the preparation and presentation of proposed amendments to the Certificate of Incorporation, the Bylaws, and the ABPM Policies and Procedures Manual to ensure that those documents conform to and are consistent with each other, the law, and the needs and objectives of the ABPM.

(f) The Certification Committee

The Certification Committee shall be appointed by the Board Chair and consist of a Committee Chair, at least two (2) Directors, the At-Large Sub-board Member, the Sub-board Chairs and the Chief Executive Officer (without vote). The Certification Committee shall be responsible for developing, proposing, revising, implementing and enforcing the ABPM’s standards and activities related to certification of physicians in each Specialty and Subspecialty.

(g) The Continuing Certification Committee (3C)

The Continuing Certification Committee shall be appointed by the Board Chair and consist of a Committee Chair at least two (2) Directors, the At-Large Sub-board Member, the Sub-board Chairs and the Chief Executive Officer (without vote). The Continuing Certification Committee shall be responsible for developing, proposing, revising, implementing and enforcing the ABPM’s Continuing Certification program for all ABPM Diplomates.

(h) The Sub-board Committee

The Sub-board Committee shall be appointed by the Board Chair and consist of a Committee Chair, at least two (2) Directors, the Sub-board Chairs and the Chief Executive Officer (without vote). The Chair of the Sub-board Committee shall be the At-Large Sub-board Member. The Sub-board Committee shall be responsible for developing, proposing, and promoting the interests of all of the Subspecialties.

(i) Diversity, Equity, and Inclusion Committee

The Diversity, Equity, and Inclusion (DEI) Committee shall be appointed by the Board Chair and consist of a Committee Chair, at least two (2) Directors, and the Chief Executive Officer (without vote). The DEI Committee shall be responsible for developing, proposing, revising, implementing, and enforcing the ABPM’s DEI policies and ensuring the organization’s commitment to providing equality of opportunity for all of the ABPM’s stakeholders.

Section 2. Ad Hoc Committees

The Board or the Board Chair may establish such additional ad hoc Committees as may be deemed necessary or desirable with such membership and mission as the Board or the Board Chair may define. The term of an ad hoc Committee shall be limited to one (1) year in the absence of either a longer or shorter term being specified in the resolution or charter establishing it.

Section 3. Committee Policies and Procedures

Each Committee shall establish its own policies and procedures for the conduct of business, which shall be consistent with these Bylaws, any requirements established by the Board with respect to the business of such committees and the requirements of applicable law. In addition, with respect to any Committee, the Board may, from time to time, establish its own policies and procedures specifically delineating the scope of authority of the Committees as well as the manner in which the Committees carry out their duties. A majority of the members, excluding any non-voting members of each Committee, shall constitute a quorum for the transaction of business. Unless otherwise specified in these Bylaws, the act of a majority of the members of any Committee present at a meeting at which a quorum is present shall determine the action of the Committee.

Section 4. Vice Chairs/Committee Membership/Authority

The Vice Chairs and members of Standing or Ad Hoc Committees, with the exception of those who serve ex officio, serve at the pleasure of the Board Chair and may be removed or replaced in the Board Chair’s absolute discretion. Any action or decision of a Vice Chair or either a Standing or Ad Hoc Committee is subject to review by the Board and may be altered, amended, abrogated, or reversed by the Board in its discretion. In exercising this discretion, however, the Board will consider the extent to which any person or organization dealing with the Committee may have relied on its action or decision.

Article X: Contracts and Finance

Section 1. Contracts

The Board may authorize any officer, agent, or employee of the ABPM to enter into or execute contracts or instruments in the name of and on behalf of the ABPM and such authority may be general or confined to specific instances.

Section 2. Loans

No loan shall be contracted, and no negotiable paper shall be issued unless specifically authorized by the Board.

Section 3. Bonding of Secretary, Treasurer and Other Officers

At the direction of the Board, the Secretary, Treasurer and/or any other Officer or employee of the Board shall be bonded.

Section 4. Checks, Drafts, et cetera

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness shall be issued in the name of the American Board of Preventive Medicine and in such manner as shall from time to time be determined by resolution of the Board.

Section 5. Deposits and Gifts

All funds of the ABPM shall be deposited to the credit of the American Board of Preventive Medicine in such banks, trust companies or other depositories as the Executive Committee may select. The Board may accept on behalf of the ABPM any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Board.

Section 6. Compensation

No Director of the ABPM shall receive any salary or other compensation for their services as a Director or Officer; provided however, nothing shall be construed herein as prohibiting the compensation of a Director for services rendered in a staff capacity. The compensation of employees of the ABPM shall be fixed from time to time by the Executive Committee. Officers, Directors and employees shall be entitled to reimbursement of their reasonable expenses incurred in the performance of their duties on behalf of the ABPM on such terms and under such limits as the Board of Directors may determine from time to time.

Section 7. Fiscal Year

The fiscal year of the ABPM shall end on the thirty-first day of December in each year.

Section 8. Diversity, Equity and Inclusion

The ABPM shall request that each vendor with which it conducts business provides information on their Diversity, Equity and Inclusion policies and the ABPM commits to working with its vendors to create, maintain and improve active Diversity, Equity and Inclusion efforts within their organizations.

Article XI: Certificates in Preventive Medicine

Section 1. General

ABPM shall have the power to grant and issue to any person found to be entitled to receive a Certificate in any of the following mentioned Specialty areas:

(a) Aerospace Medicine;

(b) Occupational and Environmental Medicine; or

(c) Public Health and General Preventive Medicine.

In addition, ABPM shall have the power to grant and issue to any person found to be entitled to receive a Certificate in any of the following Subspecialty areas:

(a) Addiction Medicine;

(b) Clinical Informatics;

(c) Health Care Administration, Leadership, and Management (HALM);

(c) Medical Toxicology; or

(d) Undersea and Hyperbaric Medicine.

Section 2. Board Duties Regarding Certificates

The Board shall:

(a) Formulate standards of competence to be met by Applicants for Certificates;

(b) Prescribed the form and contents of applications for Certificates;

(c) Investigate and report upon the admissibility of Applicants for examination;

(d) Determine the criteria and, based on such criteria, ascertain the acceptability of Applicants for Certification;

(e) Establish specific policies to ensure that criteria and standards for Certification are objective, equitable, relevant, and unbiased in substance and in application; and

(f) Revoke the Certification and Diplomate status of any physician in its absolute discretion.

Section 3. Issuance and Form of Certificates

(a) No Certificate shall be granted or issued by the ABPM to any person unless and until the person applies and is determined to be admissible for Certification under standards established by the Board. The Board shall promulgate detailed policies and procedures governing the admissibility, application and examination of persons desiring Certification.

(b) Each Certificate is and remains the property of the ABPM while it is in the possession of the person to whom it is granted and issued and is subject to repossession in the event the Certificate is suspended or revoked.

(c) All Certificates issued by the ABPM shall be subject to its Bylaws, as amended from time to time, and to any policies and procedures adopted by the ABPM since issuance of any Certificate.

(d) All Diplomates must hold an unrestricted license to practice medicine in at least one jurisdiction in the United States, its territories or Canada and, if licenses are held in more than one jurisdiction, all licenses held by the Diplomate must meet this requirement. Furthermore, any license surrendered in lieu of revocation as part of disciplinary proceedings or in anticipation of disciplinary proceedings may be regarded as a restricted license for the purposes of this Article XI, Section 4, requirement.

Section 4. Revocation of Certification

The ABPM reserves the absolute right to revoke the Certification and Diplomate status of any physician holding a Certificate issued by the ABPM. The Board shall promulgate policies and procedures governing the revocation of a Certificate and such policies and procedures may, at any time, be revised in a manner as provided for in these Bylaws, the ABPM’s Policies and Procedures Manual or applicable law, and such revisions shall be binding on all Diplomates regardless whether the Diplomates receive notice of such revision.

Section 5. Discretion of the Board

Notwithstanding any other provision of this Article XI related to the granting, issuance, suspension or revocation of Certificates, the decision of the Board shall be conclusive as to all matters relating to:

(a) The sufficiency of the compliance by any Applicant, Candidate or Diplomate for a Certificate with requirements regarding admissibility, application, examination, Certification or recertification;

(b) The standards of competence to be met by Applicants, Candidates or Diplomates for Certificates and whether any Applicant, Candidate or Diplomate meets such standards;

(c) The admissibility of any Applicant, Candidate or Diplomate for a Certificate to be examined or to have a Certificate granted, issued, suspended or revoked;

(d) The nature, form, and extent of the matters on which any Applicant, Candidate or Diplomate shall be examined and whether such Applicant, Candidate or Diplomate has passed such examination, provided that such examination is conducted on a uniform, equitable, and unbiased basis;

(e) The revocation of any Certificate pursuant to Section 5 of this Article XI;

(f) The terms and conditions on which a Certificate that has been revoked by the ABPM shall be reinstated, including but not limited to, those governing the duration of the Certificate, those requiring recertification, and those relating to the maintenance or continuation of the Certification, shall be subject to the same requirements and conditions applicable to a newly awarded Certificate.

Article XII: Seal

The corporate seal of the ABPM shall be circular in form and shall bear the name of the ABPM and the words and figures “Corporate Seal 1948 Delaware.”

Article XIII: Indemnification of Directors, Officers, Employees and Agents

Section 1. Indemnification for Third-Party Actions

Subject to the limitations in Section 2 of this Article XIII, the ABPM shall defend, indemnify and save harmless any Officer, Director, Committee member, agent, or employee of the ABPM against any suit or proceeding that is threatened or pending, whether civil, criminal, administrative or investigative by reason of the fact that the party is or was a Director, Committee member, Officer, agent or employee of the ABPM, except for a suit or proceeding by or on behalf of the ABPM itself against such person. Such indemnity shall include expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding if such person acted in good-faith and in a manner reasonably believed by the person to be lawful and not opposed to the best interest of the ABPM and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any such action, suit or proceeding against such person by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good-faith and in a manner reasonably believed by the person to be lawful, in compliance with the Bylaws and policies of the ABPM, and not opposed to its best interest.

Section 2. Indemnification for Actions by or on Behalf of the ABPM

If any such action, suit or proceeding is brought against such person by or on behalf of the ABPM itself, the obligation of the ABPM shall include only the expenses and attorneys’ fees reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding; provided, however, that such person acted in good-faith and in a manner reasonably believed by the person to be lawful and not opposed to the best interest of the ABPM. Notwithstanding anything to the contrary contained herein, no such indemnification shall be made if such person is adjudged to be liable for negligence, misconduct or fraud in the performance of such person’s duty to the ABPM unless and only to the extent that the forum, to the extent the same is within its authority, shall determine that such person is entitled to indemnification hereunder despite an adjudication of liability.

Section 3. Payment in Advance of Final Disposition

Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the ABPM in advance of the final disposition of such action, suit or proceeding as authorized by the Board but such advance may be made only after the Board has received a written undertaking by or on behalf of a Director, Committee member, Officer, employee, or agent of the ABPM to repay such amount unless it shall ultimately be determined that the party is entitled to be indemnified by the ABPM as provided for in this Article XIII.

Section 4. No Exclusivity

The indemnification provided by this Article XIII shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute or any agreement between the ABPM and any Director, Officer, Committee member, agent, or employee.

Section 5. Applicability

The indemnification provided by this Article shall be applicable to any suit or proceeding presently pending or arising in the future and shall continue for the benefit of any Director, Officer, agent or employee after such relationship with the ABPM has terminated and the provisions hereunder shall inure to the benefit of the heirs, administrators, executors and fiduciaries of any such person.

Section 6. Directors and Officers Liability Insurance

The ABPM may purchase and maintain insurance on behalf of any Director, Officer, Committee member, agent or employee of the ABPM against any such liability asserted against such person and incurred by such person arising out of the person’s status, whether or not the ABPM would have the power to defend and indemnify such person against such liability under the provisions of this Article XIII.

Article XIV: Non-Discrimination

The ABPM recognizes the rights of all persons to equal opportunity in employment, compensation, promotion, education or positions of leadership; fosters a culture of inclusion among the Board, Committees, and Subcommittees in which all members are treated with fairness and respect; and shall not at any time discriminate against any employee, applicant for employment, Director, Officer, Committee member, vendor, applicant, examinee, Diplomate, or any other person with whom it deals, because of race, creed, color, ethnicity, physical disability, sex, sexual orientation, national origin, veteran’s status, or age.

Article XV: Amendments

These Bylaws may be amended by a Supermajority Vote; provided that the content of the proposed amendment is provided to each Director at least fifteen (15) days in advance of such meeting where a vote on the amendment would take place. Such amendments shall become effective upon the effective date as determined by the Board and, in the event the Board does not determine such a date then, the effective date shall be the date the amendment was approved by the Board.