CONSTITUTION AND BY-LAWS OF CAPE
GIRARDEAU COUNTY AREA MEDICAL SOCIETY, INCORPORATED
**************************************
CONSTITUTION
Article I - Name
The name of this organization is Cape Girardeau County Area Medical Society,
Incorporated.
Article II - Purposes
(1) The bringing together in one organization of physicians practicing the various
branches of the healing arts in Cape Girardeau County and its environs;
(2) The promotion of inter-disciplinary harmony and good government among its members;
(3) The cultivation of medical science and the collection and examination of
information relating to the prevention, eradication, diagnosis and treatment of disease;
(4) The maintenance and continued improvement in the standards of professional
competence;
(5) The cultivation of standards of medical education; the aiding, in cooperation with
national, state and local medical societies; national, state and local Departments of
Health; national, state and local Schools of Medicine, Dentistry and Nursing, and other
approved and interested health organizations, in the promotion of worthwhile projects in
the health care field;
(6) In the furtherance of the objectives of the corporation, to solicit, collect,
receive, hold, invest, reinvest, distribute and disburse dues, donations, subscriptions,
gifts, grants and other funds;
(7) The doing of any and all of the acts which may be necessary, suitable and proper
for the attainment of any and all of the scientific, benevolent and charitable objectives
and purposes of the corporation;
(8) With other County Medical Societies of the State of Missouri, to operate as a
component part of the Missouri State Medical Association, and through it, with other
Associations, to form and maintain the American Medical Association.
Article III - Membership
Section 1. Eligibility - Every lawfully registered physician residing or
practicing in the Cape Girardeau County area, holding the degree of Doctor of Medicine or
its equivalent or Doctor of Osteopathy, who is of good moral character and professional
standing, and certain graduates of recognized scientific institutions and/or graduates
engaged in allied health care who may have made valuable scientific contributions to any
of the branches of medicine, or whose membership would further the objectives of the
Society shall be eligible for membership as provided in the By-Laws.
Section 2. Classes of Members - Classes of members and the qualifications for
the various classes shall be as outlined in the By-Laws.
Section 3. Rights and duties of Members - The rights and duties of the various
classes of members shall be as outlined in the By-Laws.
Article IV - Officers
The officers of the Society shall be the President, Vice President, Secretary,
Treasurer, the three members of the Committee of Credentials and Grievances, the Delegates
and Alternate Delegates to the Missouri State Medical Association, and the Editor of the
Cape County Medical Journal. All Officers shall be elected by vote after report of the
nominating committee and after nominations from the floor have been made at the annual
meeting. A majority vote of the members present shall be necessary to elect. An officer
shall take possession of his office on January 1st of the following year. Officers shall
serve for the period for which they were elected and until their successors are elected
and qualified.
In the event of death, disability or resignation of any elected Officer, the Board of
Directors shall appoint a successor for the balance of the term which appointment shall be
ratified by the Society.
Article V - Board of Directors
The elected Officers of the Society, the Program Chairman, the Delegates and the
Alternate Delegates shall be the Board of Directors of the Society and shall have and may
exercise the powers and authorities appertaining to such committee and shall act for the
Society in the internal between meetings of the Society, except as otherwise specified by
the Constitution and By-Laws. The Board shall have supervision over all standing and
special committees and all appointive officers, agents and employees from whom it may
require reports at least annually.
Article VI - Executive Director
The Board of Directors of the Society may employ and designate the duties of an
Executive Director of the Society who shall have such duty as heretofore appointed to the
Officers and specified by the Board of Directors.
Article VII - Committees
There shall be standing and special committees as set forth in the By-Laws. The duties
of these various committees will be stated in the By-Laws.
Article VIII - Meetings
The Society shall hold an annual meeting, regular monthly meetings and special called
meetings as outlined in the By-Laws.
Article IX - Finances
Funds for meeting the expenses of the Society shall be obtained by imposition of annual
dues and special assessments, the receipt of voluntary contributions, bequests, gifts,
grants and by other means acceptable to the membership.
Article X - Charter
The Society, having applied to the Council of the Missouri State Medical Association
for approval of its original Constitution and By-Laws, shall maintain that Constitution
and By-Laws and shall, upon revisions or amendments thereto, submit the same to the
Missouri State Medical Association as required and shall, upon receipt of an original,
revised or new charter, display such charter in the office of the Society.
Article XI - Amendments
The Society may amend any article of the Constitution by two thirds (2/3) vote of its
members present and voting at any regular or special meeting, provided that such amendment
or amendments are not in conflict with the Constitution, By-Laws and regulations of the
Missouri State Medical Association; provided also, that such amendment or amendments shall
have been presented in open session at a previous regular meeting and shall have been sent
by mail to each member ten (10) days in advance of the meeting at which final action is to
be taken.
Article XII - Dissolution
In the event of dissolution of the Society or if for any reason the purposes of this
Society should become impossible of performance, all assets remaining after all
liabilities and obligations of he Society have been paid, satisfied and discharged or
adequate provisions made therefore, shall be distributed to one or more organizations
organized and operated for similar exempt purposes or for scientific, educational or
charitable purposes and which have exemption from Federal Income Tax under Section
501(c)(6) of the Internal Revenue Code, or such other section as may correspond thereto.
BY-LAWS
Section 1. Membership - Any person holding the degree of Doctor of Medicine or
equivalent medical degree or the degree of Doctor of Osteopathy, who is of good moral
character, who supports the Constitution and Laws of the United States and this State and
who abides by the principles of Medical Ethics of the American Medical Association, shall
be eligible for membership in this Society.
Section 2. Classes of Members - There shall be Active, Junior, Honor Members and
Associate Members.
Section 3. Qualifications - A person to be eligible or continue to be eligible
in the above classes of membership must:
(1) Possess the degree of Doctor of Medicine, its equivalent, or the degree of Doctor
of Osteopathy, except for Associate Member.
Section 4. Specific Qualifications for Each Class
(1) Active Member - To be an Active Member of this Society, one must be licensed to
practice medicine in the State of Missouri and either live or practice medicine in the
county area and must be otherwise qualified under these By-Laws.
(2) Junior Member - To be qualified for Junior Membership, one must possess the degree
of Doctor of Medicine or its equivalent or Doctor of Osteopathy and be engaged in either
an internship or residency training program and indicate a desire to be a member of this
Society. They shall pay applicable state and national dues for this class of membership
and local dues to be determined by the Executive Committee but never more than one half
that of Active Members.
(3) Honor Members - Honor Members of this Society shall consist of those Active Members
who have reached advanced years or who may have become incapacitated and who have long
served the Society and profession. They shall enjoy all of the privileges of Active
Membership and may be nominated by two Active Members at any regular meeting. The vote on
their election shall take place at the next regular meeting. A vote of two-thirds (2/3) of
the members present and voting shall be required for election.
(4) Associate Members - Associate Members may be:
(a) Graduates of recognized scientific institutions or graduates of schools of
dentistry, or graduates engaged in allied health services who may have made valuable
scientific contributions to the practice of medicine, or whose membership would so further
the object of the Society as to make his membership desirable. Associate Members shall
have no voice in the business affairs of the Society; shall not have the privilege of
voting or holding office. They shall pay the regular dues that go to maintain the County
Society unless totally or partially exempted by the Executive Committee. They will not be
subject to the annual State or National Association dues.
(b) This type of membership also may include a member in good standing of some other
component medical society in this state or in a neighboring state, who is in the practice
in that state and the same stipulations hold for this type of member. They shall be exempt
from the payment of dues of the Society and shall have all the privileges of Active
Members, except that they shall not be eligible to hold office or vote. Associate Members
under 4(b) shall be exempt from the payment of dues, etc.
(c) Honorary Associate Membership - Honorary Associate Membership may be bestowed upon
such distinguished men of the regular profession, as shall be elected by the vote of
two-thirds (2/3) of the members present and voting. They shall have distinguished
themselves by investigation work or by personal sacrifice in the cause of scientific
medicine and warrant their recommendation for election by the Committee on Credentials and
Grievances. Members elected under 4(c) shall be exempt from the payment of dues of the
Society and shall have all the privileges of Active Members, except that they shall not be
eligible to hold office or be allowed to vote.
(5) Incapacitated Membership Status - Notwithstanding any provision of the MSMA or AMA,
Cape Girardeau County Medical Society shall confer, upon simple majority vote,
Incapacitated Status upon any member who has, as a result of any physical illness or
infirmity, mental disorder or illness, or drug or alcohol related illness, surrendered,
lost or suffered a suspension of his licensee to practice medicine in the State of
Missouri.
A member who has been nominated as an Incapacitated Member shall have the privilege of
attending regular meetings of the Cape Girardeau County Medical Society and participating
in other activities of the Society which do not require licensure within the State. Said
member shall not have the right to vote at any membership meeting. Said member shall be
exempt from payment of dues, but shall continue to pay for meals at meetings attended and
shall bear any other such similar expense. Nothing in this provision shall prevent the
membership of Cape Girardeau County Medical Society from revoking said Incapacitated
Status upon a simple majority vote, on motion of a current member.
Section 5. Application of Membership - A candidate for Active, Junior or
Associate membership shall make his application on such form as shall be required and
specified by the Society, which, at a minimum, shall require statement of age, college,
college graduation, professional school date of graduation, places of practice or
scientific endeavor, date of registration in this state, if applicable, all states in
which Applicant has sought registration and either been granted registration/licensure or
denied same, a list of all societies in which Applicant has ever sought membership or to
which Applicant has belonged, and a release permitting inquiry to the National Data Bank.
The applicant must be endorsed by two members of this Society. The application shall be
referred to the Committee on Credentials and Grievances who shall inquire into the
standing of the applicant, assure themselves that the applicant is duly licensed according
to the laws of the state, and report at the next regular meeting of this Society. Election
shall require a two-thirds (2/3) vote of those voting at the regular meeting of the
Society. The application shall be returned to the Secretary, who shall file it for future
reference. Applications for membership from rejected candidates shall not be received
within six (6) months of such rejection.
Section 6. Appeals by rejected applicants - Applicants for membership in the
Society whose applications are rejected by vote of the membership under the provisions of
Section 5 may, on application in writing delivered to the Committee on Credentials and
Grievances within fifteen (15) days after rejection by vote of the membership, appeal such
rejection.
On receipt of such appeal, the Committee on Credentials and Grievances shall promptly
convene and afford to such rejected applicant an opportunity to show cause why the
rejection of his or her application by the Society was improvident. The applicant may
appear in person and by counsel and, if desired, may produce witnesses to sustain his or
her contentions.
Following such hearing, the Committee on Credentials and Grievances shall, at the next
regular meeting of the Society, report their findings and conclusions on said appeal to
the membership. In the event it is the conclusion of the Committee that the prior
rejection of the said application was improvident, the membership shall reconsider said
application and vote upon the same. In the event it is the conclusion of the Committee
that the prior rejection was not improvident, the application shall stand rejected and the
appellant so notified.
In the event that the rejected applicant is dissatisfied with the recommendations of
the Committee on Credentials and Grievances to the membership made pursuant to the
provisions of this paragraph, he or she may, on written application to the President of
the Society made within fifteen (15) days following notification of the action of the
Committee and of the membership, appeal from the prior actions of the Committee and the
membership, and request a full hearing on the propriety of such rejection by the
membership at any regular meeting of the Society or at a special meeting thereof called by
the President for that purpose. At such hearing, the rejected applicant may appear in
person and by counsel, and shall be permitted to introduce competent evidence to support
his or her contention that the prior rejection by the Society of his application for
membership was improvident.
Following the hearing, the membership of the Society shall, at the same time or next
regular meeting of the Society, sustain the decision of the Committee on Credentials and
Grievances unless, by vote of two-thirds (2/3) of those present and voting, the Society
shall sustain the appeal.
Section 7. Transfer - A physician applying for membership as a transfer from any
other component medical society shall submit an application as a new member and shall
accompany his or her application with a transfer card. The Committee on Credentials and
Grievances shall consider such application as a new applicant and report to the Society
recommending that the application be accepted or rejected. A two-thirds (2/3) majority
vote of those present and voting shall be necessary to accept a recommendation for or
against membership. The annual dues for members transferring into the Society shall be
prorated, making allowance for annual dues previously paid by the transferee during the
fiscal year.
Section 8. Physicians in Adjoining Counties - A physician residing in an
immediately adjoining county, having a significant part of his practice in this county,
may become a member of this Society in like manner, and on the same terms as a physician
living in this county, on permission of the county Society in which the applicant lives.
Section 9. Transfer Cards - A member in good standing, who is free from all
indebtedness to this Society, and against whom no charges are pending, wishing to
withdraw, shall be granted a transfer card. This card shall state the date the member
associated himself with this Society, the date of issuance of the card and a statement
that he is in good standing, whose dues are paid until a date specified. It shall be
signed by the President and Secretary.
Section 10. The Rights of Members - All members in good standing shall be
equally privileged to attend all meetings of this Society. Members under suspicion shall
not be eligible to vote, hold office or take part in any proceedings of the Society.
Section 11. Discipline - A member who has been convicted of any felony or any
violation of The Medical Practice Act or any regulation issued under such Act, or who
shall have been disciplined in any way for any violation of The Medical Practice Act or
any regulations issued thereunder, shall be liable to censure, suspension or expulsion.
Charges against a member must be made in writing and be delivered to the Secretary who
shall immediately furnish a copy to the accused and to the Chairman of the Committee on
Credentials and Grievances. Rules of evidence shall apply and the accused may be
represented by an attorney at any hearing if he so desires. The Committee on Credentials
and Grievances shall investigate the charges on their merits, but no action shall be taken
by the Committee within ten (10) days of the presentation of the charges to the accused,
nor before giving the accused and accusers the opportunity to be heard. The Committee
shall report:
(1) That the charges are not sustained; or
(2) That the charges are sustained and that the accused be:
(a) Censured;
(b) Suspended for an indefinite time; or
(c) Expelled.
The report of the Committee on Credentials and Grievances shall be taken up at a
regular meeting of the Society held on ten (10) days notice and not earlier than six (6)
weeks after the filing of the charges. Censure and suspension shall require a two-thirds
(2/3) vote of the members present and voting at such meeting, and a three fourths (3/4)
vote of the members present and voting at such meeting shall be required to expel a
member. A member suspended for a fixed time shall, on payment of current dues, be
automatically reinstated at the expiration of such time.
Members whose licenses have been revoked or suspended by the State of Missouri shall
report the same, in writing, to the Committee on Credentials and Grievances. Said report
shall remain confidential, but the member suffering such revocation or suspension shall be
automatically expelled until such time as his license is reinstated in the State of
Missouri. Such automatically expelled member may thereafter attend meetings only upon the
express invitation of an Active Member in good standing. Members expelled for the
commission of felonies or violation of the Medical Practice Act shall not be permitted to
attend.
Members who shall fail to pay the dues of the Society as provided in Chapter V, Section
1, shall automatically be suspended on the 15th day of March of each year and shall remain
suspended until such time as all dues and special assessments outstanding are paid to
date. A member automatically suspended for non-payment of dues shall have the right to
seek a variance before the Committee on Credentials and Grievances, and such committee,
may, in its sole and exclusive discretion, grant a variance on the basis of extreme
economic hardship. If the Committee recommends the grant of such variance, the Board of
Directors may waive or defer dues as provided in Chapter V, Section 3.
Section 12. Attempts to Conciliate - Kindly, efforts in the interest of peace,
conciliation or reformation, so far as reasonable, should precede the filing of formal
charges affecting the character or standing of a member, and the accused shall have the
opportunity to be heard in his own defense in all trials and proceedings of this nature.
Failure to attempt reconciliation shall not preclude or otherwise affect investigation,
hearing report and action on charges.
Section 13. Re-Application After Expulsion - Members expelled from this Society
may re-apply for membership at the expiration of one year from the date of expulsion.
Applications submitted by former members of the Society shall be treated as original
application and processed accordingly.
Chapter II - Powers and Duties
Section 1. Purpose - This Society shall encourage among the members of the
profession the interchange of views on all phases of professional advancement to equip
each member of the profession to serve Society and promote public health; maintain a
program of scientific education for the members of the Society; advance the standard of
medical practice and ensure observance of the ideals and ethics of the medical profession.
Section 2. Powers - This Society shall have the power to acquire and hold title
to such real and personal property as may be necessary to accomplish its purposes and to
carry on such functions and activities as are deemed necessary to accomplish effectively
the above purposes; provided, however, it shall engage in no activity that cannot
reasonably be considered incidental or necessary to its charitable, educational, or
scientific purposes.
Section 3. Professional Fees - This Society shall not maintain or publish any
schedule of professional fees, or maintain or publish any suggested schedule or
arrangement for professional fees.
Section 4. Community Responsibilities - This Society shall endeavor to inculcate
its members with the conviction that the physician should be an active participant in the
affairs of the community in which such physician serves, and each such physician should be
distinguished as a leader in such community by such physician's exemplary conduct and
dignified bearing exemplified by each physician's courteous and open treatment of his
fellow physicians and fellow mankind.
Chapter III - Officers
1. General - All Officers of the Society shall be elected by a majority of all
members present at the annual meeting of the Society held in October of each year.
2. President - The President of the Society shall be its principle Executive
Officer, exercising general supervision and control over all the business and affairs of
the Society. The President shall preside at all of the meetings of the Society and its
Board of Directors. The President shall be the real head of the profession in the Cape
Girardeau Area during the year of precedence and it shall be the Presidents goal, during
tenure as President, to improve both scientific attainment of the Society and harmony
among its members.
3. Vice-President - The Vice-President, who shall serve as President of the
Society the year following election of Vice-President, shall exercise the powers and
perform the functions that are, from time to time, assigned to such physician by the
President of the Board of Directors. The Vice-President shall have the powers and shall
exercise the duties of the President whenever the President, by reason of illness or other
disabilities, or absence, is unable to act.
4. Secretary - The Secretary shall be the custodian of and shall maintain the
books and records of the Society and shall be the recorder of the Society's formal actions
and transactions. The Secretary shall make and maintain a list of members of this Society
in good standing. The Secretary shall notify each member of the Society or shall cause
each member to be notified through the office of the Executive Director of the time and
place of each meeting of the Society and, whenever possible, the matters to be taken up at
such meeting. The Secretary shall keep account of, and promptly turn over to the Treasurer
all funds of the Society which may come into his hands. The Secretary shall attend to all
such correspondence and make sure reports as may be assigned, and shall cooperate with the
Missouri State Medical Association in the preparation and forwarding it of data requested
by said State Association.
The duties of the Secretary, except those required by the laws of the State of Missouri
to be performed by the Secretary, may, from time to time, be delegated by the Board of
Directors to the Executive Director of the Society.
5. Treasurer - The Treasurer of the Society shall be it's chief fiscal officer
and the custodian of it's funds, securities and property. The Treasurer shall receive and
disburse funds of the Society and the accounts shall be audited no less than annually by
an accountant selected by the Board of Directors.
The duties of the Treasurer, except those required by law to be performed personally by
the Treasurer, may be delegated by the Board of Directors to an Executive Director who, in
the performance of such duties, shall be bonded in an amount fixed by the Board of
Directors.
It shall be the duty of the Treasurer or, if delegated, the Executive Director, to
notify Members of their automatic suspension under the provision of Chapter I, Section 11.
6. Delegates - Delegates and Alternate Delegates from this Society to the House
of Delegates of the Missouri State Medical Association shall be elected by the Society to
serve for a period of three (3) years. Such Delegates and Alternate Delegates may, at the
expiration of their terms, be re-elected. Such Delegates and Alternate Delegates shall
attend, and faithfully represent, the members of this Society and the profession of this
County Area in said House of Delegates and one of their number shall, at the earliest
opportunity, report on the proceedings of that body to the Treasurer and to a regular
meeting of the Board. Such Delegates and Alternate Delegates shall be elected as provided
in Article IV of the Constitution.
7. Members of the Committee on Credentials and Grievances - The Committee on
Credentials and Grievances shall be the three immediate past presidents of the
Association. If one of the three most immediate past presidents cannot serve, then the
next most current, active past president shall so serve and so on until the Committee is
comprised of the three most immediate past presidents able to serve.
8. Editor of the Journal - The Editor of the Cape County Medical Journal shall
serve as Chairman of the Editorial Staff and shall be elected for a term of two years. He
may be re-elected. His duties are enumerated in Chapter IV.
9. Indemnification of Officers and Directors - Each Director and Officer of this
Society now or hereafter serving as such shall be indemnified by the Society against any
and all claims, actions and causes of action, and liabilities to which such Director and
/or Officer has or shall be subject by reason of serving or having served as a Director or
Officer or by reason alleged to have been taken by such physician serving as such Officer
and Director, provided, however, that as a condition precedent to such indemnification,
the Officer or Director seeking indemnification shall request such indemnification before
undertaking or expending any expense or engaging council. If the Society determines that
the act or omission for which indemnification is sought is within the scope of this
article, then the Society shall choose council to represent such Officer and/or Director
in such matter, and shall have the right to control the defense of each such matter and,
in connection therewith, shall pay all legal expenses reasonably incurred. No Officer or
Director shall, however, be entitled to indemnity and no such person shall be indemnified
against or be re-imbursed for any expense incurred in connection with any claim, matter or
liability arising out of willful misconduct or any intentional act or any act or omission
involving breach of that Officer's fiduciary obligation.
Any expense incurred by any Officer or Director without prior approval of the Society
acting through its Board of Directors shall be outside the scope of this provision.
The opportunity to be indemnified herein provided for shall not be exclusive but shall
be in addition to any rights to which such Director or Officer of the Society might
otherwise be entitled to by law.
Chapter IV - Committees
Section 1. Special Committees - Special Committees may be appointed by the
President.
Section 2. Standing Committees - The Standing Committees with their duties are
as follows:
(1) Board of Directors - The Board of Directors shall consist of the elected officers
of the Society as enumerated in Chapter III. This Board shall be responsible for the
business of the Society between regular monthly meetings.
(2) Committee on Credentials and Grievances - The three members of the Committee on
Credentials and Grievances will, in addition to serving on the Board of Directors, also
have the application for membership of each new member submitted to them for their
investigation and evaluation, as outlined under Membership in the By-Laws. The Committee
shall also function to hear grievances for the Society. Other physicians or members of the
public who have grievances against physician members of the Society may submit their
charges to the Board as outlined under Chapter I, Section II of the By-Laws.
(3) Program Committee - The Chairman of the Program Committee shall be appointed by the
President and in addition to serving on the Board of Directors shall be responsible for
acquiring, arranging and organizing educational programs and functions for the membership
of the Society.
(4) Editorial Committee - The Editor of the Journal shall serve as Chairman of the
Editorial Committee. the Editorial Committee shall be large and shall consist of the
Editor of the Journal and the Editorial Staff. The Editorial Staff shall be picked by the
Journal Editor with the advice of the Board of Directors. The Committee may maintain the
Cape County Medical Journal.
(5) Education and Public Relations Committee - This shall be large and shall include
(a) college liaison; (b) preventive medicine; (c) medical secretaries' advisors; and (d)
lectureships. The members of this Committee shall be appointed by the President and have
the various duties outlined by the President.
(6) Civil Defense - This Committee shall be appointed by the President and should work
with local civil authorities and cooperate in the Local Civil Defense Program. In addition
to this, they should maintain a disaster plan for the Cape Girardeau County Area Medical
Society.
(7) Cancer Committee - Appointed by the President annually, this Committee shall be
responsible for the coordination of Cancer Education Programs within the county area.
(8) Emergency Service Committee - Appointed by the President annually, this Committee
will make recommendations to the local hospitals regarding methods of management of
emergency cases and will provide hospitals with rosters of on- call physicians.
(9) Entertainment Committee - This Committee shall be appointed by the President and
shall have duties as outlined by the President.
(10) Nominating Committee - The Nominating Committee shall be the Board of Directors
and shall present a slate of Officers to be elected each year at the annual meeting.
Chapter V - Finances
Section 1. Annual Dues - The Annual Dues shall be determined by a majority vote
by the Society and shall remain in effect until changed. Dues shall be billed by the
Missouri State Medical Association in October of each year and are due and payable no
later than March 1st of each year. Each member who shall fail to pay his annual dues when
due shall be automatically suspended without action on the part of the Society, as
provided in Chapter I, Section 11. A member suspended by reason of non-payment of dues
shall be notified by the Executive Director who shall also delete that member from the
roles of the Society. Such member shall be restored to full membership on payment of all
indebtedness due to the Society.
Section 2. Special Assessments - Special Assessments shall be made as follows:
When a special assessment is proposed, the Board of Directors, at the regular meeting,
shall discuss the matter. Thereafter, all Members shall be notified of the final proposal
by mail. Said notice shall contain: (1) the proposal; (2) a summary of the discussion of
the Board of Directors; and (3) a reminder as to the date the assessment shall be
presented for a vote. On the date so specified in the notice, such assessment shall be
presented to the membership by resolution and such assessment shall be made only upon the
affirmative vote of two-thirds (2/3) of the Active Members at such meeting. For purposes
of this section, Active Members are those who are in good standing, pursuant to Section 1
of this chapter and who are in good standing pursuant to all dues and special assessments.
Upon a two-thirds (2/3) vote of the Active Members present and the implementation of the
assessment upon the members, any member who has not paid said assessment within ninety
(90) days shall be suspended from the roles of the members and shall be re-instated only
upon payment in full of the indebtedness to the Society as imposed herein or upon the
grant of a variance as governed by Section 11 of these By-Laws. In no event shall any
assessment be made against Honor of Junior Members unless special notice is given of a
specific intent to impose the assessment.
Section 3. Dues and Special Assessments may be waived in exceptional cases by
the Board of Directors.
Section 4. Funds of the Society shall be segregated into those accounts designed
by the Board of Directors. All such accounts shall be subject to audit not less than
annually, by an accountant selected by the Board of Directors.
Funds of the Society shall be disbursed by check signed by two of the officers whose
names appear on the bank's signature card as authorized signatories.
Section 5. Donations - Donations to civic or community projects are, in general,
not within the scope or purpose of the Society; though such are not prohibited. However,
any action to expend Society funds for any such use shall be only with two-thirds (2/3)
favorable vote of the Active Members present at the regular or specially called meeting of
the Society.
Chapter VI - Meetings
Section 1. Annual Meetings - The Annual Meeting of the Society shall be held on
the first Monday of October in each year. Adequate notice of this meeting shall be given
to each Active Member by the Secretary or Executive Director.
Section 2. Regular Meetings - Regular Meetings shall ordinarily be held on the
first Monday of each month except when such date shall fall on a legal holiday. The time
and place of all meetings shall be selected by the Board of Directors and the Secretary or
Executive Director shall notify the membership in adequate time for the date, time and
place of such meeting.
Section 3. Special Meetings - Special Meetings shall be called by the President
or on a written request of five (5) of the Active Members who shall state the particular
purpose of which the meeting is called. Such special Meeting shall be held at the time and
place and with the limited purpose set forth in the call. At such Special Meetings, no
business other than that specified in the called notice shall be transacted. Action taken
at any such meeting may be challenged at the next Regular Meeting and a second vote must
be taken if challenged to the decision of the Society made at any such Special Meeting may
be made, provided, however, that such challenge first must be made at the next Regular
Meeting of the Society and, second, said challenge shall be made, in writing, not less
than ten (10) days prior to the date of such Regular Meeting, and, in all events, any
challenge is limited to the legality of the meeting, and particular, limited only to the
adequacy of the notice, the time of giving of the notice, and the existence or
non-existence of a quorum. In the event a challenge is sustained, the business or matter
transacted at the Special Meeting must be immediately placed to another vote of the
Society at the meeting at which the challenge is sustained.
Section 4. Twenty percent (20%) of the Active Membership shall constitute a
quorum at any meeting of the membership.
Section 5. The Board of Directors shall meet monthly. The time and the places of
all meetings shall be designated by the President and the Secretary or Executive Director
shall notify the Members of the Board of the date, time and place of such meeting.
Section 6. Notices - Any notice required under any provision of the By-Laws of
the Constitution shall be deemed to have been given when such notice is deposited in the
United States mail, postage prepaid, first class, addressed to the member at the address
shown on the Membership List of the Society as it exists on the date the notice is given.
Notices given in this matter shall be presumed to have been delivered when mailed.
When possible, notices to the general Membership shall also be placed in the Journal of
the Society, but the lack of any such notice shall not effect the regularity or legality
of any action taken in the absence of such notice.
Section 7. Guests - Guests may attend Regular Meetings of the Society upon the
specific special invitation of an Active Member who is in good standing. Payment of all
such guests shall be the responsibility of the Active Member at whose invitation the guest
attended.
Chapter VII - Order of Business
Section 1. The Regular Order of Business shall be as follows:
(1) Call to Order by the President
(2) Reading of the Minutes of the Last Meeting
(3) Presentation of Program
(4) Unfinished Business
(5) New Business
(6) Announcements
(7) Adjournment
Section 2. All New Business to be discussed at the regular Monthly Meetings
shall be presented to the Board of Directors at it's regular monthly meeting preceding the
Regular Meeting of the Society. Suspension of this rule to allow other new business to
come before the Society shall require a two-thirds (2/3) vote of those present.
Chapter VIII - Rules of Order
The deliberations of this Society shall be governed by parliamentary usage as contained
in Sturgis Rules of Order, except where modified by the Constitution or By-Laws or unless
suspended by a majority vote of the Society.
Chapter IX - Principles of Medical Ethics
Each Member of this Society shall subscribe to and pledge himself to observe the
Principles of Medical Ethics of the American Medical Association.
Chapter X - Amendments
These By-Laws may be amended at any Regular Meeting by a two-thirds (2/3) vote of the
Members present provided that such amendment has been presented in Open Session at the
preceding Regular Meeting and a copy of the same has been mailed to each Member by the
Secretary ten (10) days in advance of the meeting at which final action is to be taken.
