BYLAWS
of
AMERICAN BOARD OF DERMATOLOGY, INC.
Revised and approved on November 8, 2023
ARTICLE I
NAME
The name of the Corporation shall be the AMERICAN BOARD OF DERMATOLOGY, INC.
ARTICLE II
PURPOSES
The purposes of the Corporation shall be:
(a) To elevate and maintain the standards of the specialty of dermatology by encouraging its study and by enhancing its teaching, thus improving the quality of medical care for the public and serving the profession and patients by providing a means to document initial and continued competence in the field.
(b) To establish requirements of education and graduate training in dermatology, and to assist in the development of facilities to provide adequate training in all areas that are within the broad scope of the specialty, including clinical dermatology, dermatopathology, microbiology, dermatologic surgery, cutaneous oncology, other medical and surgical disciplines as they pertain to dermatologic problems, medical ethics, cutaneous allergy, sexually transmitted diseases, immunologic diseases, and photobiology as well as anatomy, physiology, biochemistry, molecular biology, laser therapy, radiation physics, radiation therapy, physical therapy, pharmacology, genetics, hematology, and immunology as these disciplines are related to dermatology.
(c) To determine upon their request, the qualifications of physicians who have fulfilled the training requirements of the American Board of Dermatology and who voluntarily seek recognition as specialists in dermatology.
(d) To arrange, have authority for, and conduct examinations to test the qualifications of voluntary candidates for certificates issued by the Board.
(e) To grant and issue time-limited general certificates in the field of dermatology and related diseases, as well as certificates in recognition of special areas of knowledge within the field of dermatology, to successful applicants through processes established by the Board of Directors.
(f) To establish and refine a program for maintenance of certification, or continuing certification, available to all Diplomates of the American Board of Dermatology.
(g) To serve the public, physicians, hospitals, and medical schools by maintaining a roster of practitioners who have been certified by the Corporation.
ARTICLE III
ELECTION OF DIRECTORS
Section 1. Number.
The number of Directors who are Diplomates of the American Board of Dermatology shall be sixteen. In addition, there shall be no more than two Public Members and one Young Diplomate Observer member.
Section 2. Qualifications and Nominations.
(a) Except as provided in subsection (b), Directors shall be Diplomates of the American Board of Dermatology. Interested Diplomates, dermatological organizations and other medical associations may suggest nominees for consideration as directors. Nominations may be made by one or more of the Directors at any legally convened meeting of the Board of Directors.
(b) Public Members shall be non-physicians who (i) are found by the Board of Directors to be knowledgeable in health-related issues or to have such other knowledge or insights as the Board of Directors deems useful to carrying out the mission of the American Board of Dermatology and (ii) meet such other qualifications as the Board of Directors may from time to time impose. Nominations for Public Members may be made by current or emeritus directors.
(c) Young Diplomate Observer Members must (i) be a diplomate of the American Board of Dermatology, (ii) have been initially certified within the prior four years and (iii) participate in continuing certification activities.
Section 3. Election.
New directors shall be elected at the Annual Meeting of the Board of Directors, or as necessary at the discretion of the Board at any other official meeting of the Board of Directors. Incumbent directors being reelected to another term in accordance with Section 4 of this Article shall be elected at the Annual Meeting of the Board of Directors. Each director shall be elected by rank choice vote of the incumbent Diplomate directors present in person except that Public Members shall have no vote in the election of directors or Board officers. Elections need not be by secret ballot unless requested by a director. No more than one Public Member may be elected in any calendar year. The Young Diplomate Observer Member shall be selected by the Board of Directors from a pool of nominees solicited from an open call to recently certified diplomates.
Section 4. Term.
(a) Except as provided in subsection (c) and (d), the term of each director of the Board shall commence on July 1 of the year following the year of election and shall be for three years. Each director shall be eligible for three terms of three years. No director shall serve concomitantly as Executive Director or as an Associate Executive Director, except under special circumstances with the approval of the Board of Directors.
(b) New directors shall serve as Director-Elect for the year prior to the commencement of their term. Director-Elect members will attend all meetings and engage in planning and discussions, but will not have voting privileges.
(c) No Public Member may serve more than three consecutive terms.
(d) No Young Diplomate Observer Member may serve more than one 3-year term.
Section 5. Resignations.
Any director may resign by giving written notice to the President or Executive Director. A resignation shall take effect immediately upon receipt of such notice by the President or Executive Director unless another date is specified in the notice. No acceptance shall be required to make a resignation effective.
Section 6. Vacancies.
Vacancies in the Board of Directors will be filled in accordance with Section 3 of this Article.
ARTICLE IV
POWERS AND DUTIES OF DIRECTORS AND METHOD OF ACTING
Section 1. Powers and Duties.
The Board of Directors, subject to the laws of the State of Delaware, to the Corporation's Certificate of Incorporation, and to these Bylaws, shall have and may exercise all the powers of the Corporation and shall have general charge of the management and operation of the business and affairs of the Corporation. The Board may appoint such committees as it deems necessary for the efficient operation of the Corporation.
Section 2. Annual Meeting.
The Board of Directors shall hold an Annual Meeting in each calendar year at a time and place to be set by resolution of the Board. The directors shall be given not less than thirty days' advance written notice of the Annual Meeting. The requirements of notice may be waived by majority vote of the directors at the Annual Meeting.
Section 3. Special Meetings.
Special meetings of the Board of Directors shall be held at such time and at such place as shall be fixed by resolution of the Board of Director. Notice of each such special meeting shall be given in writing, shall state the time, place, and purpose of the meeting, and shall be delivered personally, sent by email or mailed to the Directors at their respective addresses on file with the Executive Director of the Corporation, at least ten days before the date set for the meeting. No notice need be sent to any director who shall waive notice by email or in writing. Any meeting at which all of the directors are present shall be a legal meeting without notice or waivers of notice.
Section 4. Electronic Meetings.
A special meeting may also be held using telephonic or electronic means of communication whereby the directors may simultaneously communicate with each other throughout the meeting, providing the notification requirements detailed in Section 3 of Article IV are met.
If a Director is unable to attend a scheduled meeting of the Board of Directors, that Director may request participation through a telephonic or electronic means whereby the aforementioned Director and those Directors participating in person can simultaneously communicate with each other during the meeting.
Section 5. Quorum and Manner of Acting.
The presence, in person or by written proxy, of a majority of the directors in office at the time shall constitute a quorum at any meeting of the Board of Directors; but no individual shall be appointed to act as proxy other than another director. Except as otherwise provided by law or by the Certificate of Incorporation or by these Bylaws, a majority vote of the directors present at any meeting shall be necessary and sufficient to constitute a vote of the Board of Directors except that Public Members shall not be counted for purposes of determining a quorum for the election of directors or officers of the Board and may not vote or be present by proxy. The President, or in his or her absence the Vice-President, or in the absence of both, any director chosen by the directors, shall preside at meetings of the directors. The Executive Director, or in his or her absence, any person chosen by the directors, shall act as recorder and keep the minutes of the meeting.
Section 6. Executive Committee.
The Board of Directors shall designate the President, President-Elect, Vice-President, and not less than two additional directors to constitute the Executive Committee. The Executive Director and any Associate Executive Directors shall be members of the Executive Committee ex officio but shall not be entitled to vote on matters coming before the Committee. The President, or, in his or her absence, the Vice-President, shall preside at all meetings of the Executive Committee. The presiding officer shall have authority to declare an executive session of the Committee from which the Executive Director and any Associate Executive Director may be excluded. The Executive Committee, subject to the limitations listed in Section 7 of this Article, shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation, including the power to authorize the seal of the Corporation to be affixed to all papers which may require it. The Executive Committee shall verify the report of the public accountant annually engaged to audit the books of the Corporation.
Section 7. Limitation on Executive Committee.
Notwithstanding paragraph 6, the Executive Committee shall have no authority
(a) to take action that contravenes the Articles of Incorporation or these Bylaws,
(b) to amend, alter, or repeal the Articles of Incorporation or the Bylaws;
(c) to elect, appoint, or remove any member of the Executive Committee or any director or officer of the Corporation;
(d) to adopt a plan of merger or a plan of consolidation with another entity;
(e) to authorize the sale, lease, exchange, or mortgage of all or a substantial portion of the assets of the Corporation; or
(f) to dissolve the Corporation or to adopt a plan for the distribution of the assets of the Corporation.
Section 8. Nominating and Board Development Committee.
Prior to the Annual Meeting of the Board of Directors, the President, with the approval of the Board of Directors, shall appoint a Nominating and Board Development Committee to nominate directors to serve as officers and Executive Committee members in the next year. The Nominating and Board Development Committee shall consist of the President, the President-Elect, and at least three additional directors who have served on the Board for not less than two years. The Nominating and Board Development Committee may but need not nominate more than one director for each office and for each position on the Executive Committee.
Section 9. Public Members.
Notwithstanding any other provision of these bylaws, no Public Member shall vote for election of Directors or Board officers, shall serve as a Board officer, or shall serve on the Executive Committee. Public Members shall have all other rights and responsibilities of the other members of the Board of Directors.
Section 10. Young Diplomate Observer Members.
Notwithstanding any other provision of these bylaws, no Young Diplomate Observer Member shall vote for any Board matter, shall serve as a Board officer, or shall serve on the Executive Committee.
ARTICLE V
EXAMINATIONS
The Board of Directors from time to time, by the affirmative vote of a majority of directors then in office, shall define and determine the method of all examinations administered by the American Board of Dermatology and shall adopt such rules and regulations with respect to these examinations as the Board of Directors deems necessary and proper.
ARTICLE VI
OFFICERS
Section 1. Officers.
The officers of the Corporation shall consist of a President, a Vice-President, and such other subordinate officers as the Board of Directors from time to time may designate. The President and the Vice-President shall be and remain directors of the Corporation.
Section 2. Election and Term.
Each of the officers of the Corporation shall be elected each year at the Annual Meeting of the Board of Directors by the affirmative vote of a majority of the Diplomate Directors then in office. Each officer shall hold office from July 1 of the succeeding year until June 30, or until a successor shall have been elected. Any officer who shall cease to be a director shall cease ipso facto to be an officer.
Section 3. Resignation.
Any officer may resign as officer by giving written notice to the Board of Directors. Such resignation shall take effect immediately upon receipt thereof by the Board of Directors unless some other date shall be specified in such written notice. No acceptance shall be required to make any such resignation effective.
Section 4. Vacancies.
Any vacancy in any office may be filled for the unexpired term by the affirmative vote at any meeting of a majority of the directors then in office.
Section 5. The President.
The President shall have and may exercise generally the powers and duties appertaining to such office as well as the particular powers and duties prescribed by law and by these Bylaws. The President shall prepare, or cause to be prepared, and submit to the Annual Meeting of the Directors of the Corporation, an annual report of the Corporation's business activities and affairs.
Section 6. The Vice-President.
During the absence or disability of the President, the Vice-President shall exercise all of the powers and perform all of the duties of the President. In addition, the Vice-President shall have such other duties as may, from time to time, be imposed by the President or Board of Directors.
Section 7. Subordinate Officers.
The Board of Directors shall appoint a qualified ABD-certified dermatologist to serve as Executive Director and may appoint any Associate Executive Director or Consultants as may be required to assist the Board in the proper conduct of the affairs of the Corporation. The terms of office of the Executive Director and any Associate Executive Directors, as fixed by the Board of Directors, shall be no more than 5 years, but may be renewable at the discretion of the Board of Directors. The salaries of the Executive Director and any Associate Executive Directors shall be established by the Board of Directors.
Section 8. Executive Director.
Subject to supervision by the President and Board of Directors, the Executive Director shall be responsible for implementing the policies and for managing the day-to-day operations of the Corporation. The Executive Director shall also be responsible for each of the following activities:
(a) Planning, organizing, and directing the staff, programs, and activities of the Corporation;
(b) Keeping, or cause to be kept, true and accurate accounts of all financial transactions of the Corporation;
(c) Proposing annually a budget for the Corporation for the following year, which proposed budget shall be voted upon and may be revised by the Board of Directors.
(d) Ensuring that the Corporation’s books and records are audited approximately every three years by an independent auditing firm in accordance with law;
(e) Keeping, or causing to be kept, in proper form, minutes and records of all corporate meetings and other proceedings;
(f) Issuing certificates in accordance with the policies of the Corporation; and
(g) Carrying out such additional tasks as may from time to time be assigned by the Board of Directors, the Executive Committee, or the President.
Unless an executive session has been declared, the Executive Director shall have the authority and prerogative to attend all meetings of the Board of Directors and all committees of the Board. The Executive Director shall not be entitled to vote on matters coming before the Board of Directors or the committees.
Section 9. Associate Executive Directors.
Any Associate Executive Director shall perform such duties as may be assigned by the Board of Directors, the Executive Committee, or the Executive Director. The Associate Executive Directors will cover defined realms such as, but not limited to: Continuing Certification; Candidate, Program and Diplomate Relations; and Exam Development. Any Associate Executive Director shall report to, and act under, the supervision of the Executive Director. In the event of disability of the Executive Director, the President or Board of Directors may appoint an Associate Executive Director to act as Executive Director. Any Associate Executive Director, subject to approval by the Executive Director and the Board of Directors, shall have the authority and prerogative to attend all meetings of the Board of Directors and all committees of the Board, but shall not be entitled to vote on matters coming before the Board of Directors or the committees. At its discretion, the Board may appoint one or more Executive Consultants, who shall report to, and act under, the supervision of the Executive Director, the Associate Executive Director.
Section 10. Managing Director.
Subject to supervision by the Executive Director, the Managing Director shall be responsible for overseeing the day-to-day operations of the Corporation to ensure the accurate, reliable, and timely execution of the following:
(a) Keeping true and accurate accounts of all financial transactions of the Corporation;
(b) Compiling annually a budget for the Corporation for the following year;
(c) Coordinating an audit approximately every three years of the Corporation’s books and records by an independent auditing firm in accordance with law;
(d) Maintaining a library of minutes and records of all corporate meetings and other proceedings;
(e) Issuing certificates in accordance with the policies of the Corporation;
(f) Leveraging technology solutions to achieve annual and long-term strategic priorities;
(g) Creating and overseeing policies and practices to ensure effective use of the Board’s systems and databases;
(h) Coordinating the annual Director workflow in accordance with established timelines;
(i) Distributing promotional and informational communications on behalf of the Corporation; and
(j) Carrying out additional tasks as assigned by the Executive Director, Board of Directors, the Executive Committee, or the President.
ARTICLE VII
CERTIFICATES
Section 1. Application for the Certification Process.
Application for the certification process, and any process relating to maintenance of certification or continuing certification, shall be considered only when made formally on the official Application form approved by the Board of Directors and accompanied by a fee in such amount as may be fixed from time to time by the Board of Directors. Applicants shall meet such basic requirements as may from time to time be stipulated by the Board of Directors and published in appropriate form for the information of the applicants.
Section 2. Certificates.
All certificates issued by the Board and all Diplomates holding such certificates will be subject to and required to comply with these Bylaws and with any and all rules and policies of the ABD and/or its Board of Directors, as these authorities from time to time may be amended. This includes without limitation rules and policies on non-time limited certification, time-limited certification, recertification, and maintenance of certification status, professionalism and other ABD authorities, rules, and standards for Diplomates.
Section 3. Revocation of Certificates.
The Board of Directors (or its designated review body, e.g., the Certificate Review Committee (“CRC”)) may, at its discretion, revoke the certificate of any Diplomate who:
(a) was not eligible to receive such certificate, whether or not the facts concerning eligibility were known to the Board when the certificate was issued;
(b) is unable or unwilling to remain current in the dermatology maintenance of certification program, or any similar program intended to determine the entitlement of a Diplomate to maintain certification, including but not limited to circumstances which, by a Diplomate’s own inaction(s) or otherwise, result in a lapsed certificate status;
(c) has made any material misrepresentation or omission in the application for certification or in any other statement, submission, or representation to the ABD or the Board, or has failed in timely fashion to supplement any response to any question on any application for certification or recertification with respect to criminal conduct, loss or suspension of a medical license, medical staff privileges, or medical society membership;
(d) is convicted of, or pleads nolo contendere, to a crime which in the judgment of the Board or its designee relates to the practice of medicine;
(e) is found by the Board to have engaged in conduct which, in the judgment of the Board or its designee,
(i) reflects unethical activity relating to the practice of medicine, including but not limited to contravention of ABD’s policies regarding professionalism and certificate status, or
(ii) casts significant doubt on the ability of the Diplomate to practice medicine in the best interests of patients;
(f) is found by the Board or its designee to have
(i) engaged in irregular behavior in connection with the examination,
(ii) had a license to practice medicine revoked, suspended, or restricted in any state,
(iii) been expelled from a medical society for reasons other than non-payment of dues or failure to attend meetings,
(iv) has had medical staff privileges revoked or suspended for reasons which, in the judgment of the Board or its designee, relate to the practice of medicine,
(v) taken other action reasonably deemed by the Board or its designee to be inconsistent with Diplomate status, or
(vi) willfully and materially violated any rule or policy of the ABD or the Board; or
(g) has not cooperated with the ABD or the Board, particularly in failing to respond to multiple communications from the Board or its designee regarding certification, recertification, maintenance of certification, or licensure actions.
If a Diplomate’s certification is revoked, the Diplomate’s right to appeal and process for appeal will be as set forth in ABD’s policies regarding Certificate Status.
Section 4. Retired Status.
A Diplomate who voluntarily surrenders all licenses to practice medicine and ceases practice shall remain certified but shall be designated as having a Retired status.
The following requirements must be met:
(a) Possession of an active certificate at the time of retirement and that the Diplomate has not engaged in any conduct described in Bylaws, Article VII, Section 3; and
(b) No license suspensions or restrictions at the time of retirement in any jurisdiction due to ongoing investigations or disciplinary actions.
Section 5. Reinstatement of Certificate after Revocation, Lapsed, or Retired Status.
A physician whose ABD certification has been revoked, lapsed, or retired may apply for reinstatement of certification if the physician reasonably believes that the conditions leading to the revocation, lapse, or retirement have been remedied or otherwise changed. The process for seeking reinstatement will be set forth in ABD’s policies regarding Certificate Status. The Board of Directors or its designated body overseeing reinstatement requests will determine, at its discretion, whether to reinstate the physician or to issue a new certificate. It may impose such conditions as it deems appropriate in a particular case, given the circumstances. Reinstated certificates will be time limited, requiring that the Diplomate participate in the dermatology continuing certification, or any similar, program.
If a physician’s reinstatement request is denied, the physician’s right to appeal and process for appeal will be as set forth in ABD’s policies regarding Certificate Status.
Section 6. Report of Revocation or Reinstatement to the American Board of Medical Specialties (ABMS).
If a Diplomate’s certificate is revoked, or reinstated, ABD will report the action to the ABMS.
Section 7. Provisional Restriction.
There may be circumstances in which a Diplomate temporarily may not have fulfilled or be able to fulfill all the requirements for certification but those circumstances could be rectified.
(a) The Board of Directors, or its designated body overseeing certificate review (e.g., the CRC), may place a Diplomate’s certificate on Provisional Restriction if it finds, at its discretion, that
(i) A Diplomate’s license to practice medicine has been conditionally restricted, suspended, or limited in any state, or a Diplomate has surrendered or not renewed a license after the commencement of an investigation, a complaint, or other administrative review or action in any state,
(ii) A Diplomate has engaged in any conduct that could subject the Diplomate to Revocation under Bylaws, Article VII, Section 3, or
(iii) A Diplomate has engaged in any other conduct or behavior inconsistent with the requirements of and qualifications for ongoing Diplomate status or the standards of professionalism, including those standards outlined in ABD’s policies regarding professionalism and certificate status.
A provisionally restricted certificate status will not be reported to ABMS and will last for the duration determined by the Board of Directors (or its designee), considering, among any other factors the Board or its designee determines, the duration of any state medical board’s conditional or restricted license status for the Diplomate.
A determination to place a Diplomate on provisionally restricted certificate status is final and is not appealable, since such determination is an internal-only ABD designation that does not affect the Diplomate’s status vis-à-vis external parties.
(b) Notwithstanding a provisionally restricted status, the Diplomate shall continuously fulfill all obligations and conditions set forth by all state medical boards where the Diplomate is licensed. Incomplete fulfillment of any obligation or condition at any time, including while under provisionally restricted status, may lead to certificate revocation.
(c) Once the Board (or its designee) has determined that Provisional Restriction has ended, the Diplomate’s certificate must either be reinstated as unconditional or revoked, and if the Diplomate has a non-time limited certificate, the Board or its designee may require that the Diplomate’s new certificate be time-limited and may require that the Diplomate participate in the continuing certification program or any similar program of the ABD.
ARTICLE VIII
FINANCES
Section 1. Income.
The income of the Corporation shall consist of fees of examinations, gifts, bequests, return on investment, and any other revenues consistent with the nonprofit status of the Corporation.
Section 2. No Inurement.
No funds of the Corporation shall inure to the benefit of any director or other person except
(a) as payment at fair market value for services performed or
(b) as reimbursement of reasonable and necessary expenses incurred directly in furtherance of the activities of the Corporation.
Section 3. Dissolution. Prior to dissolution of the Corporation, the Board shall pay or make provision for the payment of all liabilities of the Corporation. It shall dispose of all remaining assets of the Corporation exclusively to such organization or organizations that are exempt from payment of federal income tax pursuant to S 501(c)(3) of the Internal Revenue Code as the Board may determine.
ARTICLE IX
MISCELLANEOUS
Section 1. Fiscal Year.
The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.
Section 2. Rules of Order.
All meetings of the Board of Directors and all committees shall be governed by parliamentary usage as contained in the most recent edition of Sturgis, Standard Code of Parliamentary Procedure.
Section 3. Confidentiality.
In order to protect the privacy of all candidates for certification and to encourage free and objective evaluation of candidates, the Corporation shall safeguard the confidentiality of all information concerning individual candidates and shall not disclose such information except with the permission of the candidate or as required by law. Notwithstanding the foregoing, the Corporation
(a) may disclose whether it has issued a certificate to any individual and
(b) may release statistical information which does not identify any individual.
ARTICLE X
INDEMNIFICATION
Subject to this Article and to Delaware law, the Corporation shall indemnify each examiner, officer, and director, including the Executive Director, Associate Executive Directors, Executive Consultants and Managing Director against liability and expenses, including attorney's fees, incurred in connection with any legal action in which the indemnified person is made a defendant by reason of good faith efforts on behalf of the Board. This indemnification does not extend to conduct deemed by the Board of Directors to have been undertaken in bad faith or contrary to any rule or policy of the Corporation. As a condition of receiving indemnification, the indemnified person shall notify the Board promptly after being threatened with or subjected to legal action, shall allow the Board to appoint counsel for him, and shall agree to a coordinated defense to the extent deemed appropriate by the Board. Counsel appointed for the indemnified person may, at the discretion of the Board, be the same as counsel appointed to represent the Board and/or other indemnified persons.
ARTICLE XI
AMENDMENTS
The Board of Directors shall have the power to make, alter, amend, and repeal the Bylaws of the Corporation. Notice of such proposed amending action by any member of the Board of Directors shall be forwarded to the Executive Director in time for the Executive Director to forward the proposal to all the Directors no later than two weeks before the meeting at which action will be considered. A majority vote of the legal votes cast will be required for any amendment to be adopted.
ARTICLE XII
SEAL
The seal of the Corporation shall bear the following: " Founded 1932 ABD" in the center of the seal, and American Board of Dermatology”.
A certification mark is offered to diplomates to be used on their websites, letterhead stationery and in advertising. It shall bear the following: “ABD” and the diplomate’s name in the center, surrounded by “Certified by American Board of Dermatology.” Certification marks are offered to diplomates certified in the subspecialties of dermatopathology, pediatric dermatology, and clinical and laboratory dermatological immunology. They bear the following: “ABD” and the diplomate’s name and subspecialty in the center, surrounded by “Certified by American Board of Dermatology.”
