Mission Statement & Constitution/Bylaws
Advancing the safe and effective use of ultrasound in medicine.
The AIUM, also known as the
Association for Medical Ultrasound, is a multidisciplinary professional association dedicated to advancing its mission by providing education, fostering best practices, and facilitating research. We believe that utilizing ultrasound first results in safe, effective, and affordable medical imaging that improves patient care.
Quality of Practice
Support the highest quality practice of medical ultrasound by promoting effectiveness and patient safety.
- Develop evidence- and consensus-based specifications for performance and training.
- Educate clinicians about the cost savings and patient care benefits associated with performing ultrasound.
- Promote competency and high standards of care through programs such as ultrasound practice accreditation.
Collaborate with specialty societies, medical and sonography schools, insurance providers, industry, medical professionals, and others to build consensus and advance the practice of medical ultrasound.
- Facilitate communication among diverse interest groups within the ultrasound community.
- Develop practice parameters, training guidelines, and consensus statements with stakeholders.
- Partner with others to develop educational offerings (eg, webinars, courses, forums) on topics of mutual interest.
Provide high-quality professional education, encourage lifelong learning, and promote the importance and value of medical ultrasound.
- Utilize innovative methods to deliver educational content.
- Expand educational content to address the needs of emerging specialties.
- Support the integration of ultrasound into medical school education.
- Encourage sonographers to be certified and non-physician medical professionals to be qualified in the specialty or specialties in which they perform sonographic evaluations.
- Raise awareness of the value and benefits of ultrasound among specialty societies, insurance providers, industry, medical professionals, and others.
Support ultrasound research.
- Develop specific funding mechanisms to support medical ultrasound research in education, basic science, technology development, and clinical applications of ultrasound.
- Disseminate medical ultrasound research findings.
- Promote interaction between ultrasound users and investigators to advance medical ultrasound research.
Maintain the AIUM as the leader in medical ultrasound.
- Capitalize on the multidisciplinary strengths of the communities.
- Identify and support emerging uses/users of ultrasound.
- Cultivate new leaders both within the AIUM and from emerging specialties.
- Continuously evaluate AIUM programs, initiatives, activities, etc. to ensure appropriateness and value to members and the medical ultrasound community.
As approved by vote of the Membership, April 1, 2012
ARTICLE I. NAME
The name of this nonprofit corporation is the American Institute of Ultrasound in Medicine (hereinafter known as AIUM).
ARTICLE II. PURPOSE
The purpose of the American Institute of Ultrasound in Medicine is to advance the art and science of ultrasound in medicine and research through educational, scientific, literary and professional activities.
ARTICLE III. MEMBERSHIP
Section 1.--Classes of Members.
The AIUM shall consist of the following types of members who reflect its educational, literary and scientific goals:
(a) General Member
(b) Senior Member
(d) Honorary Fellow
I. Student / Intern-Resident / Retired Members
Student, Intern-Resident and Retired includes members of the organization who are in situations such that they may choose to be classified as Student Member, Intern-Resident Member and Retired Member. They will be offered reduced annual dues rates as determined by the Board of Governors. They also must document their status annually at the time of dues collection.
Section 2.--Qualifications of Members.
(a) General Members should have an academic degree in science, medicine, or related fields, or significant experience in the field of ultrasound or any closely related field of medicine, biology, physics, or engineering. They should describe participation in practice or research involving ultrasound and list any publications. Members pay dues as specified by the Board of Governors.
(b) Senior Membership may be granted by majority approval of the Board of Governors to those who demonstrate substantial accomplishments in the field of ultrasound. Applicants must have three (3) years of participation and consecutive membership in the AIUM, and five (5) years experience in ultrasound. Criteria for senior membership will be established by the Board of Governors. Senior Members pay dues as specified by the Board of Governors.
(c) Fellowship of the AIUM may be bestowed by majority approval of the Board of Governors on a Senior Member of the AIUM who has contributed in a most distinguished fashion to the field of ultrasound. Criteria for fellowship will be established by the Board of Governors. Fellows will pay dues as specified by the Board of Governors. The number of Fellows shall not exceed one-twentieth of the total number of the Voting Membership.
(d) Honorary Fellowship. Recommended as an award for nonmembers who have distinguished themselves for excellence in research, education or clinical application of ultrasound, or who have otherwise made a substantial contribution to the medical advances in ultrasound.
Section 3.--Rights of Members.
All Fellows and Members, except Students, Intern-resident, Retired and Honorary Fellows have voting rights.
ARTICLE IV. BOARD OF GOVERNORS
The Board of Governors consists of the officers of the American Institute of Ultrasound in Medicine chosen in the manner provided in Article IV, Section 3(a) of this Constitution, together with 15-21 elected Board members. Removal of any member can be made for due cause by 2/3 vote of the Board of Governors.
Ex-officio members of the Board shall include the Chief Executive Officer of the AIUM and the Editor of the official journal of the AIUM. Additional ex-officio members of the Board may serve if recommended by the President and approved by majority vote of the Board of Governors. Ex-officio members do not have voting privileges and are present at the discretion of the President.
Section 2.--The Officers.
The Officers of the AIUM shall be the President, First Vice-President, Second Vice-President, Third Vice-President, President-Elect, Secretary, Treasurer and the immediate Past-President.
(a) The terms of office of the officers shall be staggered so that the President-Elect, Second Vice-President, and Secretary are elected one year and the First Vice-President, Third Vice-President, and Treasurer in the alternate year. Nominations for the officers of the AIUM shall be selected from the Members or Fellows of the AIUM by the Nominating Committee prior to the Annual Business Meeting and presented to the Board of Governors for approval. A ballot which includes this slate of candidates as well as a space for write-in candidates will be sent to all AIUM voting members for election at least 30 days prior to the Annual Convention. The completed ballots must be received in the AIUM Executive Office at least one week before the opening day of the Annual Convention. The elected officers shall be announced to the Membership-at-large at the Annual Business Meeting.
(b) Board of Governors. Elected Board Members shall be at least 15 but not more than 21 in number. The members of the Board should be nominated to represent fairly the varying interests and activities and regional distribution of the Membership-at-large in the field of ultrasound in medicine.
(c) Nominations for vacancies created by expiring terms on the Board shall also be made by the Nominating Committee prior to the Annual Meeting and presented to the Board of Governors for approval.
(d) The Board of Governors shall be elected for staggered terms of office. Nominations for the positions of Board of Governors shall be selected from the General Members, Senior Members, or Fellows of AIUM so that the terms of five (5) to seven (7) Directors shall expire each year. Board members shall be elected to three-year (3) terms or appointed to complete the unexpired portion of a former Board Member's term in the event a vacancy occurs prematurely.
The tenure in office of Members of the Board of Governors and officers shall extend from and expire at the end of the Annual Convention of the AIUM upon the following terms of office:
(a) The President-Elect shall be elected to serve a two-year (2) term only. At the end of this period the President-Elect becomes the President and serves a further two-year (2) term as President only. The President-Elect may not be re-elected to this office.
(b) The First Vice-President, Second Vice-President, Third Vice-President, Secretary, and Treasurer shall be elected for a two-year (2) term or until their successors are duly elected and qualified. They may be re-elected at the end of their terms of office.
(c) Each elected member of the Board shall serve a three-year (3) term on the Board and may be re-elected only after a one (1) year interval. Members may be appointed in the manner provided in Article IV, Section 5(c) of this Constitution to complete unexpired terms in order to ensure that not less than five (5) members of the Board retire annually as specified in Section 3(b). Members appointed for terms shorter than three (3) years may be eligible for re-election without a one (1) year interval between terms.
Section 5.--Vacancies: How filled.
(a) The President. If the President dies, resigns or becomes disqualified in the first year of the term for which elected, the First Vice-President shall succeed to the office vacated, with all the prerogatives and duties pertaining to the office. If the President dies, resigns or becomes disqualified in the second year of the term for which elected, the President-Elect shall succeed to the office vacated, with all the prerogatives and duties pertaining to the office.
(b) Other Officers. A vacancy caused by death, resignation or disqualification of any of the other officers or a vacancy in a contingency not herein provided shall be filled by action of the President. If the President and First Vice-President, in the first year of the President's term, are incapacitated, or if the President and President-Elect, in the second year of the President's term, are incapacitated, a vacancy shall be filled by the Board of Governors until the next Annual Meeting, at which time the vacancy or vacancies shall be filled in the usual fashion prescribed in Article IV, Section 3(a) of this Constitution for the unexpired portion of the term or terms.
(c) Board Members. If before the expiration of the term for which elected, a Member of the Board of Governors dies, resigns or becomes disqualified or a vacancy occurs in a contingency not herein provided, the President has the power to fill in the vacancy for the remainder of the vacated term.
(a) Only Members or Fellows are eligible for election or appointment as an officer or member of the Board of Governors of the American Institute of Ultrasound in Medicine.
(b) No officer or member of the board may be an employee of a commercial business likely to conflict with the business of the AIUM. They may, however, be employed in a non-exclusive and non-restrictive consulting capacity by commercial organizations. All officers and members shall comply with the AIUM Conflict of Interest policy.
Section 7.--Rights and Duties of Officers and Directors.
(a) President. The President shall preside at all meetings and gatherings of the American Institute of Ultrasound in Medicine and of the Board of Governors. The President is empowered to appoint, with the approval of the Board of Governors, a qualified individual member to serve in a liaison capacity between the AIUM and other professional organizations with a common interest; such appointment to be for a period of three (3) years unless the need for liaison is temporary and a shorter period of time is indicated. The President shall perform such other duties and exercise such rights as this Constitution and Bylaws and Custom or parliamentary usage may require or as the Board of Governors shall direct.
The President shall have the power to appoint qualified individuals or create special committees for particular purposes as appear needful from time to time. Such persons or committees should provide a report at the next meeting of the Board of Governors following their appointment. The President shall be an ex-officio member of all committees except the Nominating Committee, and has the right, but not the obligation, to participate in the proceedings of the committees.
(b) First Vice-President. In the case of the absence of the President from meetings of the AIUM, the First Vice-President shall preside and shall also carry out such other duties as prescribed by the President.
(c) Second Vice-President. The Second Vice-President shall carry out such duties as prescribed by the President.
(d) Third Vice-President. The Third Vice-President shall carry out such duties as prescribed by the President.
(e) President-Elect. The President-Elect shall assist the President in the discharge of his duties.
(f) Past-President. The Past-President shall assist the President in the discharge of his duties.
(g) Secretary. It shall be the duty of the Secretary to:
(1) Make certain that the President, other officers and Board Members are informed about the various activities and their progress that affect the AIUM.
(2) Attend the annual and special sessions of the AIUM and present the records and documents of the AIUM. The Secretary shall keep a correct and permanent record of the sessions and transactions of the AIUM including registration of all Members and others attending sessions of the AIUM. The Secretary shall receive the reports of all committees and shall file them with the other transactions, subject to the order of the Board of Governors.
(3) Be the custodian of the books, records, manuscripts, papers, correspondence and seal of the AIUM.
(4) Keep a current register of the members, none of whom shall be in arrears in dues or assessments. There shall be available a copy of the roster containing the names and addresses of the members of AIUM in good standing alphabetically arranged.
(5) The Secretary shall assure that the President has appointed a Nominating Committee prior to each Annual meeting. The Secretary shall receive from the Nominating Committee prior to the Annual Meeting their nominations for office in the AIUM as well as for the Elected Members of the Board. The Secretary shall receive from the Membership and Nominating Committee the names of any person or persons recommended for Fellowship or Honorary Fellowship. The Secretary shall ascertain, prior to the Annual Meeting, the number of Fellows who may be elected so that the total of Fellows shall not exceed five percent (5%) of the membership-at-large and inform the Board of Governors of the number of possible vacancies. The Secretary shall inform those persons elected to Membership or Fellowship or Honorary Fellowship of the election at or soon after the Annual Meeting and also inform the Treasurer of the appropriate dues to be paid.
(6) Conduct the correspondence and perform all other duties that usually pertain to the office of Secretary, and shall complete all business to be performed during the term of office and promptly hand over all documents and papers to the Secretary's successor at the expiration of the term of office.
(h) Treasurer. The Treasurer shall:
(1) Be the custodian of all funds of every kind of the American Institute of Ultrasound in Medicine and shall be accountable for their safekeeping. The Treasurer shall receive all fees, dues and assessments from applicants and members and all monies, including gifts, bequests, donations and grants belonging to the AIUM and give the receipt therefore. The Treasurer shall promptly deposit all such monies in the name of the American Institute of Ultrasound in Medicine in a satisfactory banking institution. The Treasurer shall, in like manner, keep a current true and correct record of all receipts and disbursements.
(2) Pay out money only for a proper purpose and as approved by the Board of Governors or by resolution of the AIUM. All such payments shall be by check.
(3) The Treasurer shall execute a good and sufficient surety bond, as determined by the Board of Governors, and the premium therefore shall be paid by the AIUM.
(4) Prepare a detailed report of all receipts and disbursements and of the financial condition of the AIUM and present the same to the Board of Governors and to the Annual Business Meeting of the AIUM, which report with the books and vouchers shall have been audited by order of the President prior to the Annual Meeting.
(5) Faithfully perform the duties of office in the manner set forth and forthwith upon the expiration of the term of office, hand over to the successor in office all money, papers, record books, or other property belonging to the AIUM.
(h) Board of Governors.
(1) The Members of the Board of Governors shall carry out their duties laid down in this Constitution. They shall attend all meetings of the Board of Governors and of such committees to which they may be appointed. In addition, they shall carry out such other duties as may be assigned to them from time to time by the President or Board of Governors.
(2) Any Board Member who fails to discharge his official duty for a period of one (1) year shall be so officially notified by the Board of Governors. If there is no valid reason for such neglect, then the member may be removed by the Board of Governors and replaced in the manner prescribed in Article IV, Section 5(c) of this Constitution.
ARTICLE V. GENERAL POWERS
Section 1.--Voting membership.
All legislative powers of the AIUM, including the power to alter, amend or repeal this Constitution and Bylaws is vested in and resides in the Fellows and Members voting at any Annual or Special Meeting. The Voting membership at any meeting shall have the power by resolution to create such Committees as it may deem advisable, provided only that the jurisdiction of such committees shall in no way conflict with the provisions of the Constitution and Bylaws.
Section 2.--Board of Governors.
The Board of Governors shall carry out mandates and policies of the AIUM as determined by its Voting Membership. Subject only to the provisions of the Constitution and to all resolutions and enactments of the Voting Members passed at any Session of any Meeting, Annual or Special, the Board has full and complete power and authority to perform all acts and to transact all business for and on behalf of the AIUM. The Board shall have such other powers and duties as this Constitution may elsewhere provide and as the AIUM may, in addition, grant or dispose. The Board shall have the power to create such Committees as it may deem advisable.
Each current or former member of the Board of Governors (hereinafter "Board Member"), Officer, and Chief Executive Officer of the AIUM shall be indemnified by the Corporation against liabilities, expenses, counsel fees and costs reasonably incurred in connection with or arising out of any pending or threatened action, suit, proceeding, or claim, in which he or she is a party and which is brought or asserted against him or her by reason of being or having been a Board Member, Officer, or Chief Executive Officer, to the extent and in the manner permitted by Section 2-418 of the Maryland General Corporation Law.
ARTICLE VI. MEETINGS AND EXECUTIVE SESSIONS
Section 1.--Meetings of the American Institute of Ultrasound in Medicine.
The AIUM shall hold a regular annual scientific meeting at such time and place as the President and Executive Committee for that session shall determine. At each such Annual meeting, there shall be held one or more general meetings at which the business and legislative affairs of the AIUM shall be considered and acted upon. Any agenda items requiring the vote of the membership must be submitted to the Board of Governors for their review and approval prior to placement on the agenda. Prior to the Annual Meeting a Nominating Committee shall be appointed by the President.
The AIUM may be called into special meeting at any time during the year by the President or on the written request of eight (8) members of the Board of Governors. In addition, special scientific sessions representing the various interests of members of the AIUM shall be called from time to time as the Board of Governors deems necessary. Such meetings may be arranged at the request of any group within the AIUM by application to the Society.
Section 2.--Board of Governors.
The Board of Governors shall meet at such times immediately preceding, during or following an annual or special meeting as convened by the President. The President may call a special meeting of the Board at other times and must call a special meeting of the Board on the written request of five (5) members of the Board. The presence of at least three (3) officers and one-third (1/3) of the elected members of the Board will constitute a quorum as long as the number of elected Board of Governor members present equals or exceeds the number of officers present.
Section 3.--Rules of Order.
In the absence of any provisions in this Constitution to the contrary, all meetings and general meetings of the American Institute of Ultrasound in Medicine, of the Board of Governors, and any committee shall be governed by the parliamentary rules and usages contained in the then current edition of Robert's "Rules of Order."
Section 4.--Executive Session.
Executive session may be called at any time by the President. The session is attended by the Executive Committee, the fifteen elected Board members, and any other persons at the discretion of the President.
ARTICLE VII. COMMITTEES
Section 1. --The Standing Committees of the American Institute of Ultrasound in Medicine shall include:
(a) Annual Convention Committee
(b) Constitution Committee
(c) Council on Communities of Practice
(d) Membership Committee
(e) Nominating Committee
(f) Executive Committee
(g) Bioeffects Committee
(h) Clinical Standards Committee
(i) Technical Standards Committee
(j) Finance Committee
Section 2.--Composition, Term and Appointment of Standing Committees.
(a) The Annual Convention Committee. The committee shall consist of a chairperson appointed by the President for a term of two (2) years and members appointed for staggered terms by the President for a term of three (3) years.
(b) The Constitution Committee. The committee shall consist of a chairperson appointed by the President for a term of two (2) years and members appointed for staggered terms by the President for terms of three (3) years.
(c) The Council on Communities of Practice shall consist of a chairperson who shall be the President-Elect and the chairperson, vice chairperson, and secretary from each of the Communities of Practice of the AIUM. The Communities of Practice of the AIUM shall meet to conduct official business at the annual AIUM meeting. Each of the Communities of Practice shall have a chairperson, vice chairperson, and secretary. The secretary shall be elected by the Community of Practice members and ascend to the position of vice chairperson and then chairperson. The term of the secretary shall be two (2) years and shall extend from and expire at the end of the Annual Convention of the AIUM. Before a consideration of re-election, a period of two (2) years must pass between terms.
(d) The Membership Committee. The committee shall consist of a chairperson appointed by the President for a term of two (2) years and members appointed for staggered terms by the President for terms of three (3) years. One or more of these members shall be a General Member.
(e) The Nominating Committee shall be appointed by the President prior to each annual meeting. It shall consist of the immediate Past-President, one (1) other officer, two (2) Board members and two (2) of the members-at-large together with the President during the first year of presidency and the President-Elect during the second year of a presidency. Their term of office ends after the election is complete. The chairperson will be designated by the President.
(f) The Executive Committee shall consist of the President, the President-Elect, First Vice-President, Second Vice-President, Third Vice-President, Treasurer, Secretary, and immediate Past-President.
(g) The Bioeffects Committee. The committee shall consist of a chairperson appointed by the President for a term of two (2) years and members appointed for staggered terms by the President for a term of three (3) years.
(h) The Clinical Standards Committee. The committee shall consist of a chairperson appointed by the President for a term of two (2) years and members appointed for staggered terms by the President for a term of three (3) years.
(i) The Technical Standards Committee. The committee shall consist of a chairperson who shall be appointed by the President for a term of two (2) years and members appointed for staggered terms by the President for a term of three (3) years.
(j) The Finance Committee. The committee shall consist of a chairperson who shall be the Treasurer, the President, and the President-Elect for the duration of their terms as officers, and the past Treasurer for one year following the term in office, and other members as deemed appropriate by the President.
Section 3.--Duties of Standing Committees.
(a) The Annual Convention Committee. The Annual Convention Committee (ACC) establishes and, in cooperation with the executive office, carries out mechanisms for organizing and conducting an effective scientific and educational annual meeting.
(b) The Constitution Committee. The Constitution Committee bears continuing responsibility for resolving internal contradictions in the Constitution and updating the Constitution to fit with proposed practices of the AIUM. The Constitution Committee will report to the Board of Governors at each Annual Meeting.
(c) The Council on Communities of Practice seeks to determine the clinical, scientific and professional concerns in the education, legislation, research, and instrumentation of the specific discipline as they apply to ultrasound and to present these concerns to the AIUM.
(d) The Membership Committee shall seek by all the means in its power to increase the membership of the AIUM in all classes of membership. Successful applicants will be so informed shortly after acceptance, and their names shall be published for presentation to the General Membership. The Membership Committee shall review applications for advancement to Senior Membership from General Members and to Fellow Membership from Senior Members. The Membership Committee shall not have the authority to promote General Members to Senior Membership and Senior Members to Fellow Membership, but may recommend such action to the Board of Governors.
(e) The Nominating Committee shall present at the appropriate meeting of the Board of Governors the names of Fellows or members whom it recommends and nominates for election to office or positions on the Board of Governors that are then vacant or will be vacant at the close of the annual meeting. After approval or notification of the nominations by the Board of Governors they shall then be presented to the voting membership by mail ballot. Election shall be by the largest number of valid votes cast.
(f) The Executive Committee shall have the following duties and responsibilities: (1) during the intervals between the meetings of the Board of Governors, to exercise such powers as may be delegated to it by the Board of Governors; (2) make recommendations to the Board of Governors as to matters of changes, extensions or revisions in AIUM policy; (3) to receive and study reports of such committees as the Board of Governors may direct; (4) to act as an advisory body to the President; (5) to keep a record of its proceedings and report the same to the Board of Governors; and (6) to hold its meetings at such place or places as it may from time to time determine. In addition, the Committee may be called upon to meet at any time by the President.
(g) The Bioeffects Committee. The purpose of the Bioeffects Committee is to provide information to the AIUM membership on matters relating to the biological effects of ultrasound, especially when these matters related to the safety of clinical ultrasound. A primary responsibility is to evaluate research reports on biological effects.
(h) The Clinical Standards Committee. The primary concern of the Clinical Standards Committee is the quality and content of any materials produced that directly relate to clinical standards, as well as producing technical bulletins.
(i) The Technical Standards Committee. The Technical Standards Committee develops standardized approaches to instrument performance measurements and other aspects of medical ultrasound. It also provides reviews of documents, manuals and standards produced by other organizations, government bodies, and individuals, especially as these documents relate to the physics, engineering, performance testing and clinical use of ultrasound equipment. The Technical Standards Committee maintains liaison with other organizations developing standards for ultrasound equipment.
(j) The purpose of the Finance Committee is to review details of the annual budget and financial statements and submit recommendations to the Executive Committee and Board of Governors for approval.
ARTICLE VIII. FINANCES
Section 1.--Raising of Funds.
Funds for conducting the affairs of the American Institute of Ultrasound in Medicine may be raised by:
(a) Such initiation fees and annual dues as are imposed on the members as determined by the Board of Governors.
(b) Such special assets as the American Institute of Ultrasound in Medicine or Board of Governors may determine.
(c) Voluntary contributions, dues, bequests, and other gifts.
(d) Any other manner approved by the Board of Governors.
Section 2.--Fiscal Year.
The fiscal year of the American Institute of Ultrasound in Medicine shall be determined by the Board of Governors.
Section 3.--Annual Dues.
All types of Members and Fellows, save Honorary Fellows and Past-Presidents, shall pay annual dues in such sums as may be determined by the Board of Governors, which are due in advance, and payable each year. Assessments shall be due and payable on the date prescribed in the notice with respect hereto.
ARTICLE IX. DISCIPLINARY ACTION
The AIUM reserves the right to discipline or dismiss a member for any misdemeanor or unethical behavior for which the Board may deem such action necessary.
Members will not receive membership services and benefits until payment of annual dues.
ARTICLE X. DISSOLUTION
Upon the dissolution of the Corporation, the Board of Governors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, literary or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law, as the Board of Governors shall determine. Any such assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the Corporation is then located exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operate exclusively for such purposes.
ARTICLE XI. AMENDMENTS
Articles I through VI and VIII through XI hereof may be amended at any meeting, annual or special, by the vote of at least two-thirds (2/3) of the voting membership present or by mail ballot of the general membership with approval of two-thirds (2/3) of the returned mail ballots. Such amendments must receive prior approval by simple majority vote of the Board of Governors. Notice of the Proposed amendments should be sent by mail to the membership-at-large at least three (3) months prior to the vote. Article VII may be amended by majority vote of the voting membership present at any meeting, special or annual, or a majority vote of the returned mail ballots.