Bylaws of the ABIM Board of Directors | Board Policies

Article 1 - Offices; Purpose; Definitions

Section 1.1 Offices. The registered office of ABIM shall be in the City of Des Moines, Iowa. The principal office of ABIM shall be located in the City of Philadelphia, Commonwealth of Pennsylvania. ABIM may have such other offices as the affairs of ABIM may require from time to time, as approved by the Board.

Section 1.2 Purpose. The purposes of ABIM are set forth in its Articles.

Section 1.3 Definitions. The following defined terms used in these Bylaws shall have the following meanings:

“ABIM” means The American Board of Internal Medicine, an Iowa nonprofit corporation exempt from federal income tax under Section 501(c)(3) of the Code.
“Act” means the Revised Iowa Nonprofit Corporation Act.
“Articles” means the Restated Articles of Incorporation of ABIM as filed with the Secretary of State of the State of Iowa and in full force and effect as of any particular point in time.
“Board” means the Board of Directors of ABIM.
“Code” means the Internal Revenue Code of 1986, as amended.
“Director” means an individual serving on the Board.
“Foundation” means The ABIM Foundation, a Pennsylvania nonprofit corporation and supporting organization of ABIM.
“Specialty” means fields of specialty and subspecialty within internal medicine as defined by the Board.

Section 1.4. “Super Majority Vote” means the approval of a designated action by at least two-thirds of the Directors then in office.

Section 1.5. The defined terms “Chair”; “Chair-Elect” and “CEO” are defined in Article 5; “Council” and “MOC” are defined in Article 8 and “Indemnitee” and “Proceeding” are defined in Article 10.

Article 2 - Members

Section 2.1 No Members. ABIM is a non-member corporation and has no members entitled to vote on any matter or for any other purpose.

Article 3 - Board of Directors

Section 3.1 Board of Directors. The corporate powers of ABIM shall be exercised by or under the direction of the Board, and the business and affairs of ABIM shall be managed by the Board.

Section 3.2 Qualifications of Directors. Each Director shall be a natural person of mature age who need not be a resident of Iowa. Service on the Board is competency-based, and:

no less than seventy-five percent (75%) of the physician Directors serving at any time shall possess current clinical practice experience;
no less than thirty percent (30%) of the Directors serving at any time shall possess relevant experience in Council or in ABIM discipline-specific governance, including Specialty Boards, Advisory Committees, or Approval Committees;
non-internist Board members are limited to no more than twenty percent (20%) of the Board members serving at any time; and
one shall be a member of the Council. Any Director may meet one or more of the foregoing qualifications. The CEO of ABIM shall be a member of the Board and entitled to the same voting rights of other Directors. At all times, one Director shall also be a then-member of the ABIM Council, which is described in Article 8 of these Bylaws. A majority of the Directors then in office may waive the 75% clinical practice experience requirement for a good cause and on a time-limited basis.

Section 3.3 Number and Election of Directors. The Board shall determine by resolution the total number of Directors to serve at any time. However, the Board shall consist of not fewer than twelve (12) persons and not more than fifteen (15) persons. The Directors shall be elected by the Board at the annual meeting of the Board. The Board shall be divided into three classes, each class with a three-year term. The term of one class shall expire each year at the annual meeting of the Board. Each class of Directors shall be elected for a term of three (3) years, subject to Section 3.5. The classes shall be kept as equal as possible.

Section 3.4 Term; Term Limits. Each Director shall hold office until

the expiration of the term for which they were elected and until their successor has been elected and qualified, or
their earlier death, resignation or removal. No Director may serve on the Board for more than three terms; therefore, the maximum service on the Board shall be nine (9) years; provided, however, that the CEO shall remain a voting member of the Board as long as they hold the office of CEO of ABIM. The Board may waive this term limit requirement for the Chair for up to one additional year.

Section 3.5 Vacancies. Vacancies on the Board resulting from

an increase in the number of Directors, or
the death, resignation or removal of a Director, shall be filled by a majority vote of the remaining Directors even if less than a quorum. Each person so elected shall be a Director to serve for the balance of the unexpired term of the class to which they are elected.

Section 3.6 Resignations. Any Director may resign at any time by giving written notice to ABIM. The resignation shall be effective upon receipt by ABIM or at such subsequent time as may be specified in the notice of resignation.

Section 3.7 Removal of a Director. Any Director may be removed from office without identifying a cause for such removal upon a Super Majority Vote.

Section 3.8 Voting Rights. Each Director shall be entitled to one vote on each matter coming before the Board.

Section 3.9 Compensation of Directors. ABIM may compensate Directors for service on the Board. Directors also may be reimbursed for reasonable expenses paid or incurred on behalf of ABIM. ABIM may compensate a Director for providing services to ABIM in any capacity other than service on the Board, including that of salaried officer, consultant or agent of ABIM. Directors who serve as salaried officers, consultants or agents of ABIM shall not participate in any vote of the Board with respect to their additional compensation.

Article 4 - Meetings of the Board of Directors

Section 4.1 Place of Meetings. The Board may hold its meetings at such places as the Board may determine and/or as may be designated in the notice of the meeting.

Section 4.2 Annual Meeting. The annual meeting of the Board shall be held each year on a date, at a time and a place as the Chair shall designate. At the annual meeting, the Board shall elect the class of Directors whose term is expiring as of such annual meeting. Immediately after each annual election of Directors, the newly constituted Board shall meet for the purposes of organization, appointment of Board committee members, appointment of Council members, if applicable, election of officers and the transaction of other business.

Section 4.3 Regular Meetings. The Board may hold its regular meetings at such place and time as shall be designated by the Chair. The Board shall transact such business as may properly be brought before its meetings. Notice of regular meetings need not be given.

Section 4.4 Special Meetings of the Board. The Chair or a majority of the Directors then in office may call a special meeting of the Board, which special meeting shall be held at such time and place as shall be designated in the call for the meeting. At least two days' notice of any special meeting shall be given to each Director by written notice in accordance with Section 4.5. Such notice shall state the time and place of such special meeting but need not state the purpose of the special meeting; provided, however, if the purpose of the meeting is to consider an amendment to the Articles or these Bylaws, to consider a fundamental business transaction, or for any other Board action for which the Act or these Bylaws require that the purpose of the special meeting be stated, the notice of the special meeting shall state such purpose.

Section 4.5 Notice. Notice of any meeting of the Board, or notice for any other purpose under these Bylaws, must be sent in writing unless oral notice is reasonable under the circumstances and documented in the minutes of the meeting to which it applies. Written notice can be sent by mail, overnight delivery service, facsimile or electronic mail. Notice shall be deemed effective as set forth in the Act.

Section 4.6 Quorum and Acts of the Board. At least a simple majority of Directors then in office shall constitute a quorum for the transaction of business. Except as set forth in this Section 4.6, elsewhere in these Bylaws or in the Articles, the acts of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the acts of the Board. Directors shall be elected by a plurality, i.e., if there are more candidates for election than Director positions to be elected, the nominees with the most votes shall be elected to the Board. In addition, a Super Majority Vote is required for approval of the following actions:

removal of a Director;
hiring or termination of the CEO;
amendment of these Bylaws;
changes to the indemnification protections provided by ABIM to Indemnitees (as defined in Section 10.1), other than any changes specifically required by law; and
any fundamental business transaction involving ABIM, which shall be a merger, consolidation, conversion to a member organization, sale of all or substantially all of the assets of ABIM, conversion to a for-profit organization, or a similar transaction or series of transactions with the same effect as any of the foregoing.

Section 4.7 Participation in Meetings. One or more Directors may participate in, and shall be considered “present” at, a meeting of the Board or a committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 4.8 Organization. Every meeting of the Board shall be presided over by the Chair, or in the absence of the Chair, the Chair-elect, or in the absence of the Chair and the Chair-elect, a chair chosen by a majority of the Directors present. The Secretary, or in their absence, a person appointed by the Chair, shall act as secretary of the meeting.

Section 4.9 Consent of Directors Without a Meeting. Any action which may be taken at a meeting of the Directors may be taken without a meeting, if a unanimous consent in writing, setting forth the action so taken, shall be signed by all Directors then in office and filed with the Secretary. Each Director may deliver such written consent in counterpart signature and may deliver such written consent to ABIM by electronic mail (PDF scan or alternative technology) or facsimile.

Article 5 - Officers

Section 5.1 Officers. The officers of ABIM shall be the Chair of the Board (the “Chair”), the Chair-Elect of the Board (the “Chair-Elect”), the Secretary and the Treasurer, who shall each be elected by the Board from the Directors, and the President and Chief Executive Officer (“CEO”) of ABIM. In addition, ABIM shall have Vice President(s) and such other officers as may be deemed necessary or advisable for the conduct of ABIM's business. The Chair, Chair-Elect, Secretary and Treasurer shall be elected or appointed by the Board at each annual meeting of the Board. The Chair and Chair-Elect shall each be a currently certified diplomate of ABIM at the time of such election. Each officer serves in such position at the pleasure of the Board.

Section 5.2 Chair. The Chair shall preside at all meetings of the Board. They shall have a term of office of two years.

Section 5.3 Chair-Elect. In the absence or disability of the Chair, the Chair-Elect shall perform the duties of the Chair and when so acting shall have all of the powers of the Chair. They shall perform such other duties as may from time to time be assigned to him or her by the Board. They shall have a term in office of one year, which may be renewable for one more year.

Section 5.4 Secretary. The Secretary shall record all votes of the Board and the minutes of the meetings of the Board in records to be kept for that purpose. The Secretary shall see that required notices of meetings of the Board are given and that all records and reports are properly kept and filed by ABIM. The Secretary shall be the custodian of the seal of ABIM and shall see that it is affixed to all documents to be executed on behalf of ABIM under its seal. In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board or the Chair. The Secretary shall serve for one-year terms, but may be re-elected as Secretary until they meet the term limits set forth in Section 3.4. The offices of Secretary and Treasurer may be held by the same Director.

Section 5.5 Treasurer. The Treasurer shall be responsible for corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in records belonging to ABIM. The Treasurer shall have full authority to receive and give receipts for all money due and payable to ABIM, and to endorse checks, drafts and warrants in its name and on its behalf and to give full discharge for the same. The Treasurer shall deposit all funds of ABIM, except such as may be required for current use, in such banks or other places of deposit as the Board may designate. In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board or the Chair. The Treasurer shall serve for one-year terms, but may be re-elected as Treasurer until they meet the term limits set forth in Section 3.4. The offices of Secretary and Treasurer may be held by the same Director.

Section 5.6 President and Chief Executive Officer. The President and Chief Executive Officer shall be the president and the chief executive officer of ABIM, appointed by and under the general supervision of the Board. The CEO shall have general supervision over the business and operations of ABIM, subject to the control of the Board. The CEO shall execute in the name of ABIM, deeds, mortgages, bonds, contracts and other instruments authorized by the Board, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of ABIM. In general, the CEO shall perform all duties incident to the office of president under the Act, and such other duties as may be assigned by the Board.

Section 5.7 Vice Presidents and Other Officers. The CEO may designate such Vice Presidents and such other officers from the professional staff of ABIM as they may, from time to time, determine. The duties of such officers may include serving as staff to the Board. Vice President(s) shall have such duties as may be assigned to them by the CEO. The Board shall designate an officer of the Board or an officer of ABIM to exercise the duties of the CEO in the event of the CEO’s death, incapacity, resignation, disability or other temporary unavailability.

Section 5.8 Assistant Officers. The CEO or the Board may appoint one or more Assistant Secretaries or Assistant Treasurers to perform at the direction of the Board or officers of the Board, the ministerial or non-discretionary acts of

certifying to third parties the existence and/or text of resolutions and/or other actions by the Board and/or and Board Committee,
executing Officer Incumbency Certificates and the like,
attesting to the signatures of corporate officers who execute instruments on behalf of ABIM, and
performing such other ministerial and non-discretionary acts as such Assistant Secretary or Assistant Treasurer may be directed to perform by the officers of the Board or the Board.

Section 5.9 Compensation. The compensation and term of employment of the CEO shall be recommended to the Board, from time to time, by the Executive Compensation Committee and approved by the Board. The compensation and terms of employment of all other employees of ABIM shall be fixed by the CEO.

Article 6 - Committees of the Board of Directors and of ABIM

Section 6.1 General The Board has the authority to create committees of the Board and to appoint members of such committees. Each committee of the Board shall have at least two Directors as members. The Board has the authority to create committees of ABIM which may, but need not, include any Directors. There shall be four standing committees of the Board: the Governance Committee, the Finance Committee, the Audit, Risk & Compliance Committee and the Executive Compensation Committee. The Governance Committee shall be comprised of Directors and a representative from the Council; the Finance Committee may have Director and non-Director, and non-employee members; and the Audit, Risk & Compliance Committee and Executive Compensation Committee shall be comprised only of Directors and trustees appointed by the Foundation. The Board may create such other committees (of the Board or of ABIM) as it determines advisable. No committee created or authorized by the Board may be delegated or do any of the following:

authorize dividends or similar corporate distributions from ABIM to any person;
approve the dissolution or merger of ABIM or the sale, pledge or transfer of all or substantially all of ABIM’s assets;
elect, appoint or remove Directors or fill vacancies on the Board or any of its committees; or
adopt, amend or repeal the Articles or these Bylaws.

Section 6.2 Governance Committee

The Governance Committee shall consist of the Secretary, either of the Chair or the Chair-Elect, three other non-officer Directors and a representative from the Council appointed by the Board at each annual meeting of the Board. The Secretary shall be the chair of the Governance Committee.
The Governance Committee shall have the following authorities:
1. Nominate candidates for election at each annual meeting of the Board to succeed those Directors whose terms will expire at such annual meeting. Such nominations shall be given to the Chair and to the Secretary in sufficient time to permit notice thereof to be given to all Directors at least ten days prior to the annual meeting. The Governance Committee’s nominating authorities shall take into account procedures set forth in Section 8.4 of these Bylaws.
2. Nominate candidates to fill other vacancies which may, from time to time, exist on the Board.
3. Nominate ABIM Council members and chair of the ABIM Council.
4. Nominate the chairs of all Specialty boards.
5. Nominate candidates for membership on the standing committees of the Board in advance of each annual meeting of the Board. Such nominations shall be given to the Chair and the Secretary in sufficient time to permit notice thereof to be given to all Directors at least ten days prior to the annual meeting.
6. Nominate candidates for officers of the Board in advance of each annual meeting of the Board. Such nominations shall be given to the Chair and the Secretary in sufficient time to permit notice thereof to be given to all Directors at least ten days prior to the annual meeting.
7. Recommend policies to the Board concerning conflicts of interest, oversee the administration of such policies and carry out such other functions as may be delegated by the Board.
8. Perform periodic evaluations of the governance practices and performance of the Board, its committees and individual Directors.

Section 6.3 Finance Committee

The Finance Committee shall consist of at least the Treasurer, the Chair, the CEO and two other Directors who are not members of the Audit, Risk & Compliance Committee, appointed by the Board at each annual meeting of the Board. The Treasurer shall be the chair of the Finance Committee
The duties of the Finance Committee shall be to report and make recommendations to the Board after reviewing financial policies, budgets and accounts and after examining investment philosophy, policies, strategy and performances of ABIM. It shall provide liaison with investment counsel and accountants. It shall also perform other pertinent duties related to financial matters as determined by the Board or the Finance Committee

Section 6.4 Audit, Risk & Compliance Committee

The Audit, Risk & Compliance Committee shall be a joint committee comprised of members of the Board and members of the Board of Trustees of the Foundation. The membership of the Audit, Risk & Compliance Committee shall include at least the chair of the Finance Committee, the CEO and one other Director, appointed by the Board at each annual meeting of the Board, as well as Audit, Risk & Compliance Committee member(s) selected by the Foundation from its Board of Trustees
The duties of the Audit, Risk & Compliance Committee shall be to assist the Board’s oversight of (1) the integrity of the combined financial statements of ABIM and the Foundation; (2) ABIM’s and the Foundation’s compliance with legal requirements related to financial statements; (3) the independent auditor’s qualifications and independence; and (4) the selection, retention and evaluation of the independent auditors; and (5) the company’s programs, policies, and procedures related to information asset security and data protection. The Audit, Risk & Compliance Committee will make recommendations to the Board and to the Board of Trustees of the Foundation after reviewing the financial statements, regarding acceptance of such financial statements. It shall also perform other pertinent duties related to financial statement compliance matters as determined by the Board.

Section 6.5 Executive Compensation Committee.

The Executive Compensation Committee shall consist of the Chair, the Chair Elect, one Director who is not also a member of the Board of Trustees of the Foundation, the Chair of the Board of Trustees of the Foundation and one other member selected from the Board of Trustees of the Foundation. The Chair shall serve as chair of the Executive Compensation Committee
The Executive Compensation Committee shall have such duties and responsibilities relating to compensation of ABIM’s CEO as the Board may determine, from time to time, as set forth in the Charter for the Executive Compensation Committee that is approved by the Board.

Section 6.6 Ad Hoc Committees. The Board may also, from time to time, establish one or more ad hoc committees of the Board or of ABIM whose members shall be appointed by the Chair. Such committees shall be chaired by a Director unless the Board otherwise determines. The Chair may appoint any appropriate person, whether or not a diplomate of ABIM, to be a member of an ad hoc committee.

Section 6.7 Committee Organization. Except as otherwise provided by the Board, each committee shall be chaired by a Director and shall establish its own operating procedures in compliance with these Bylaws. Each committee shall keep regular minutes of its proceedings and make a report to the Board at a regular meeting. Each committee shall determine its times and places of meetings.

Article 7 - Emergency Powers

Section 7.1 Exercise of Emergency Powers. The Chair, Chair-Elect, Secretary, Treasurer and CEO are hereby designated by the Board as having emergency powers to exercise the authority of the Board in the management and direction of ABIM if action is required and it is impossible or impractical to call a special meeting of the Board and/or to wait for action until a regularly scheduled meeting of the Board. The emergency powers that may be exercised by such officers may include any emergency powers authorized by the Act. Notwithstanding the foregoing, such officers may not take any of the restricted actions identified in Section 6.1(a) through (d); provided, however, that the restricted actions referenced in Section 6.1(a) through (d) do not refer to actions related to the investments and securities holdings of ABIM.

Article 8 - ABIM Council

Section 8.1 Establishment of the ABIM Council. The Board shall establish the ABIM Council (the “Council”). The Council shall include representatives from fields of specialization and sub-specialization in Internal Medicine, and may include other individuals selected by the Board. The number, composition, qualifications and terms of members of the Council shall be determined by the Board as needed from time to time.

Section 8.2 Responsibilities. The Council shall establish policies and procedures governing the requirements for certification and maintenance of certification (“MOC”) by ABIM; qualifications of candidates applying for certification and MOC; and the method, scope and administration of certifying and MOC examinations. Such policies and procedures shall be filed with the CEO and shall be published in appropriate publications. The policies and procedures may, from time to time, be modified, amended or repealed by the Council. All questions of interpretation and application of the policies and procedures shall be determined by the Council. The actions of the Council shall be in accordance with Board-defined strategic goals. The Council’s decision-making authority is derived from the Board and is subject to oversight by the Board.

Section 8.3 Council Organization. The Council shall recommend a chair from its membership to the Governance Committee for nomination to and approval by the Board. The Council shall establish its own operating procedures. The Council shall keep regular minutes of its proceedings and report the same to the Board at each regular meeting. The Council shall determine its times and places of meetings.

Section 8.4 Director Nomination. At all times, there shall be one Director who is also a member of the Council (the “Council Director”). Prior to any annual Board meeting at which the then-current Council Director’s Council term will be up for renewal or expiration, the Council shall nominate to the Governance Committee one or more candidates for the open Council Director position. The Council Director’s term of service on the Board is contingent on concurrent active service on the Council.

Article 9 - Fiscal Matters

Section 9.1 Fiscal Year. The fiscal year of ABIM shall be set by resolution of the Board.

Section 9.2 Deposit of Funds. All funds of ABIM shall be deposited, from time to time, to the credit of ABIM in such banks, trust companies or other depositories as the Treasurer or the Finance Committee may direct, or may otherwise be invested as the Finance Committee or the Board may direct.

Section 9.3 Checks. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of ABIM shall be signed by such of its officers, employees or agents and in such manner as the Board may, from time to time, determine.

Section 9.4 Contracts. The Board may authorize the execution and delivery of contracts or other instruments for and on behalf of ABIM by such of its officers, employees or agents as it may, from time to time, designate.

Section 9.5 Gifts and Donations. ABIM may accept gifts, grants, devices or bequests of funds or any other property from any public or governmental body or any private person, including private and public foundations, corporations and individuals, for its corporate purposes, subject to ABIM's conflict of interest policies.

Section 9.6 Books and Records. ABIM shall maintain at its principal office a record of its proceedings and of the proceedings of its Board, committees, ABIM Council and specialty boards, and as appropriate, complete and accurate books or records of account. All such records, books and records of account may be inspected in accordance with law by any Director or their agent or attorney for any proper purpose during usual business hours.

Section 9.7 Annual Report. There shall be presented annually to the Board an annual report verified by the Chair, the Secretary, the Treasurer and the CEO, containing financial statements for the preceding fiscal year of ABIM, audited by the independent public accountants of ABIM and containing such other information as may be required by law.

Article 10 - Indemnification

Section 10.1 Definitions. For purposes of this Article,

“Indemnitee” shall mean each member or person serving at the request or for the benefit of ABIM (whether or not compensated by ABIM) as a Director, Council member, officer of the Board, officer of ABIM, employee, consultant, emeritus directors, expert, advisor, specialty board member, work group member, agent, partner or fiduciary of ABIM, or in any other capacity for or with another corporation, partnership, joint venture, trust, employee benefit plan, or other entity or enterprise at the request of ABIM who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that they are or were acting in any of the other capacities referred to below; and
“Proceeding” shall mean any threatened, pending or completed action, claim, suit or proceeding (including without limitation an action, suit, or proceeding by a third party or in the right of the corporation), whether civil, criminal, administrative or investigative.

Section 10.2 Indemnification. ABIM shall indemnify and hold harmless each Indemnitee for all actions taken by him or her and for all failures to take action (regardless of the date of such action or failure to take action), to the fullest extent now or hereafter permitted by applicable law against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding. No indemnification shall be made for a breach of the Indemnitee’s duty of loyalty to the corporation, for acts or omissions not in good faith or which involve intentional misconduct or a violation of the law, for a transaction from which the director derives an improper personal benefit or for liability imposed under Section 504.202(d) of the Act.

Section 10.3 Expenses. The right to indemnification provided in this Article shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by ABIM in advance of the final disposition of the Proceeding to the fullest extent now or hereafter permitted by applicable law; provided that any payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to ABIM of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Article or otherwise.

Section 10.4 Continuation of Indemnification. Indemnification pursuant to this Article shall continue as to any individual who ceases to be an Indemnitee and shall inure to the benefit of their heirs, executors, personal representatives and administrators.

Section 10.5 Other Persons. ABIM may, by action of the Board and to the extent provided in such action, indemnify to the fullest extent now or hereafter permitted by applicable law, employees, designated representatives, volunteers and other persons as though they were Indemnitees.

Section 10.6 Not Exclusive. The rights to indemnification and to the advancement of expenses provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles, these Bylaws, an agreement, a vote of the Board or otherwise.

Section 10.7 Insurance. ABIM may purchase and maintain insurance, at its expense, for the benefit of any person on behalf of whom insurance is now or hereafter permitted to be purchased by applicable law against any expense, liability or loss, whether or not ABIM would have the power to indemnify such person under applicable law. ABIM may also purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise. ABIM's payment of premiums with respect to such insurance coverage shall be provided primarily for the benefit of ABIM. To the extent that such insurance coverage provides a benefit to the insured person, ABIM’s payment of premiums with respect to such insurance shall be provided in exchange for the services rendered by the insured person and in a manner so as not to constitute an excess benefit transaction under section 4958 of the Code.

Section 10.8 Creation of a Fund. ABIM may, to the fullest extent now or hereafter permitted by applicable law, create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise may secure in any manner its indemnification obligations, whether arising hereunder, under the Articles, these Bylaws, by agreement, by vote of the Board or otherwise.

Section 10.9 No Amendment. The provisions of this Article relating to indemnification and to the advancement of expenses shall constitute a contract between ABIM and each of its Indemnitees which may be modified as to any individual Indemnitee only with that person’s consent or as specifically provided in this Section 10.9. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any individual Indemnitee shall apply to such person only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification or to the advancement of expenses with respect to any action or failure to act occurring prior to the time of such repeal or amendment.

Section 10.10 Impact of Change in Law. References in this Article to applicable law shall be to such law as it existed on the date this Article was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which limits rights to indemnification or the advancement of expenses, the rights to indemnification and to the advancement of expenses provided in this Article shall continue as theretofore to the extent permitted by law; and (b) if such change permits ABIM, without the requirement of any further action by the Board, to provide broader rights to indemnification or the advancement of expenses than ABIM was permitted to provide prior to such change, then the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

Article 11 - Amendment of Bylaws

Section 11.1 Amendment or Repeal. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted upon the approval by a Super Majority Vote at a regular or special meeting of the Board; provided, that written notice of the proposed change(s) to these Bylaws is given to each Director at least ten days prior to such meeting.

Amended February 3, 2024

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