BY-LAWS
of the
POLK COUNTY
MEDICAL SOCIETY
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TABLE OF CONTENTS
ARTICLE I
1.0 MEMBERSHIP…………………………………… 1
1.1 Qualifications and Eligibility for
Membership………………………………………….. 1
1.2 Application for Membership…………………. 1
1.3 Classification for Membership……………… 1
1.3-1 Active Members
1.3-2 Active Junior Members
1.3-3 Life Members
1.3-4 Emeritus Members
1.3-5 Non-Residence Members
1.3-6 Affiliate Members
1.3-7 Intern/Resident Members
1.3-8 Health Care Executives
1.4 Transfer from Another Society……………… 2
1.5 Transfer to Another Society………………….. 2
1.6 Resignation from Membership……………… 2
1.7 Privileges of Membership…………………….. 2
1.8 Discipline of Members………………………….. 2
1.9 Right of Challenge………………………………… 3
1.10 Automatic Revocation of Membership…. 3
1.11 Re-election of Expelled Members………… 3
1.12 Appeal…………………………………………………… 3
ARTICLE II
2.0 EXECUTIVE COUNCIL………………….. 3
2.1 Officers…………………………………………………. 4
2.2 President-Elect……………………………………… 4
2.3 Past President………………………………………… 4
2.4 Secretary-Treasurer………………………………. 4
2.5 Councilors…………………………………………….. 4
2.6 Nomination of Candidates for Executive
Council………………………………………………….. 4
2.7 Elections……………………………………………….. 4
2.8 Vacancies in Office………………………………. 5
ARTICLE III
3.0 DUTIES OF OFFICERS……………………. 5
3.1 President……………………………………………….. 5
3.2 President-Elect……………………………………… 5
3.3 Past President………………………………………… 5
3.4 Secretary-Treasurer………………………………. 5
3.5 Councilors…………………………………………….. 5
3.6 CEO & Executive Vice President…………. 6
3.7 Executive Council…………………………………. 6
3.8 Delegates and Alternates to the
Iowa Medical Society……………………………. 6
3.9 The Bulletin………………………………………….. 6
ARTICLE IV
4.0 MEETINGS…………………………………………. 6
4.1 Regular Meetings………………………………….. 6
4.2 Special Meetings…………………………………… 6
4.3 Recognition of Deceased Members………. 6
ARTICLE V
5.0 COMMITTEES…………………………………… 6
5.1 Committee on Legislation…………………….. 7
5.2 Special Committees………………………………. 7
5.3 Liaison Committee to Other Civic,
Health and Professional Organizations…. 7
5.4 Reports of Committees…………………………. 7
ARTICLE VI
6.0 DUES……………………………………………………. 7
6.1 Assessment of Annual Dues…………………. 7
6.2 Assessment of Special Dues…………………. 7
6.3 Waived Dues…………………………………………. 7
6.4 Payment of Dues…………………………………… 7
ARTICLE VII
7.0 ORDER OF BUSINESS……………………… 8
ARTICLE VIII
8.0 RULES OF ORDER…………………………… 8
8.1 Quorum…………………………………………………. 8
ARTICLE IX
9.0 PRINCIPLES OF ETHICS………………… 8
ARTICLE X
10.0 AMENDMENTS…………………………………. 8
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BYLAWS
PREAMBLE
WHEREAS, Polk County Medical “Society”, Polk/Warren/Dallas County, in Iowa, is a non-profit organization under the laws of the State of Iowa; and
WHEREAS, its purpose is to bring together into one organization incorporated under the laws of Iowa ethical qualified physicians, dentists and podiatrists of Polk/Warren/Dallas Counties to promote the science and art of medicine and the betterment of public health unity, harmony and the welfare of the medical profession and to unite with similar organizations to maintain relationships with the Iowa Medical Society, the American Medical Association and the American Osteopathic Association.
THEREFORE, the physicians, dentists and podiatrists of Polk/Warren/Dallas County hereby organize themselves in accordance with these bylaws.
ARTICLE I
1.0 MEMBERSHIP
1.1 QUALIFICATIONS AND
ELIGIBILITY FOR MEMBERSHIP
Any person with the degree of Doctor of Medicine from a medical school approved by the American Medical Association, the American Osteopathic Association or American Podiatric Medical Association, who has a current medical license by the State of Iowa and who agrees to uphold and adhere to the Bylaws of the Polk County Medical Society is eligible to apply for membership, provided he or she practices principally in Polk/Warren/Dallas County.
1.2 APPLICATION FOR MEMBERSHIP
An applicant for membership shall make application in writing on a form provided by the Society. After receipt of the application in the Society office it shall be processed. The Executive Council shall present and review the application at its next meeting. The name of the applicant will then be published in the next issue of the Society Bulletin.
Election of the applicant to membership shall be by vote of the members of the Executive Council, and two-thirds of the votes cast shall be necessary to elect.
Membership of the applicant in the Society, after election, will be effective upon payment of dues. The new member will be introduced in the next issue of the Bulletin, the PCMS publication of the Society. His/her signature to the application for membership shall obligate the new member, upon election, to comply with the Articles of Reincorporating and the Bylaws of the Society.
Reapplication by a rejected applicant may be made after six months.
1.3 CLASSIFICATION OF
MEMBERSHIP:
The membership of the Society shall consist of classes defined as follows:
1.3-1 ACTIVE MEMBERS shall be those who have been in practice more than three and less than fifty years, and whose principal office is in Polk/Warren/Dallas County.
1.3-2 ACTIVE JUNIOR MEMBERS shall be those who have been in practice less than three years and who have their principal office in Polk/Warren County/Dallas.
1.3-3 LIFE MEMBERS shall be those who have been in practice for fifty years. Date of graduation from medical school shall be deemed to be the date of entry into practice.
1.3-4 EMERITUS MEMBERS may be granted to a member who is retired or temporarily or permanently in the service of the
United States or serving as a medical missionary in a foreign country, or who is incapacitated to such an extent that payment of dues would be a hardship. Emeritus Members shall be exempt from payment of dues. They shall not have the right to vote or hold office. Emeritus Members shall be restored to active membership if they resume active practice, or hardship is overcome.
1.3-5 NON-RESIDENCE MEMBERS shall be physicians outside of Polk/Warren/Dallas County who are in good standing in their own county professional society, who apply for membership in this Corporation, are duly elected and pay dues.
1.3-6 AFFILIATE MEMBERS shall
be members of the dental profession who are graduates of a recognized dental school, or a member of the dentistry profession who are graduates of a recognized Doctor of Dental Surgery school and are board certified or board eligible and are legally licensed to practice dentistry in the State of Iowa. Application for membership shall be on the form prescribed for other applicants and shall be processed in a similar manner.
1.3-7 INTERN/RESIDENT MEMBERS shall be those who have graduated in medicine or osteopathic medicine and surgery and are serving as an intern or resident in any recognized hospital in Polk County. This membership shall expire automatically upon completion of internship or residency at which time application for other membership may be made in accordance with the provisions of these Bylaws.
1.3-8 HEALTH CARE EXECUTIVE MEMBERS shall be any individual who serves as the senior administrative officer of a physician practice group and who meets the eligibility criteria established by the Board of Directors. Such individuals shall be eligible to apply for membership in this section. All applications for membership in the Section shall be subject to approval by the Board of Directors which may grant or deny such an application in its discretion. Members subject to this Section shall not be deemed members of the Society and shall have none of the rights or privileges of membership in the Society. Members subject to this Section shall, however, be entitled to serve on committees appointed by members of this Section or by the Society and to exercise voting rights as a committee member.
1.4 TRANSFER FROM ANOTHER
SOCIETY
A Doctor of Medicine or a Doctor of Osteopathic Medicine may transfer from any component society of the American Medical Association within 90 days of the issuance of said certificate and may be elected to membership. Election to membership shall be in accordance with Section 1 of this Chapter.
1.5 TRANSFER TO ANOTHER SOCIETY
A member in good standing, who is free from all indebtedness to this Society and against whom no charges are pending, wishing to withdraw and transfer to another component society of the American Medical Association shall be granted a letter of transfer. The letter of transfer shall provide the date the member associated himself/herself with this Society and the date of issue of the letter of transfer. The President or CEO & Executive Vice President shall sign it. It shall be accompanied by a copy of the application presented at the time the member joined the Polk County Medical Society for use by the society to which the member desires to transfer.
1.6 RESIGNATION FROM MEMBERSHIP
Any member wishing to resign must present his/her resignation in writing. The resignation shall be referred to the Board for action.
1.7 PRIVILEGES OF MEMBERSHIP
All members shall be equally privileged to attend the meetings of the Society, to participate in the scientific proceedings and to attend meetings of the Executive Council. The privilege of voting shall be restricted to Active, Junior Active, and Life Members. Such members may vote by electronic participation by response to Polk County Medical Society casted email ballot. The privilege of holding elective office shall be restricted to Active Members.
1.8 DISCIPLINE OF MEMBERS
A member who has been suspended or expelled shall not be permitted to take part in any of the proceedings of the Society, or to hold office until relieved of the suspension or reinstated to membership. A member of this Society who has been convicted of a criminal offense other than a felony, which involves moral turpitude on his/her part, may be censored, suspended, or expelled from the Society as the Executive Council in its discretion and judgment determines proper.
A member who, in the judgment of the Board is guilty of conduct either as a physician or as a citizen that is morally reprehensible or tends to bring discredit on the medical profession, or who has violated any of the provisions of the Polk County Medical Society Articles of Reincorporation or Bylaws or the Principles of Medical Ethics by the American Medical Association shall be censored, suspended or expelled from the Society as the Board in its discretion and judgment determines proper. At least fifteen days prior written notice will be given to the member of the censorship, suspension or expulsion and the reasons, therefore. The member will have an opportunity to be heard, orally or in writing, not less than five days before the effective date of the censorship, suspension or expulsion. The Executive Council shall conduct the hearing.
1.9 RIGHT OF CHALLENGE
In any proceeding before the Board the complainant and the respondent each shall have the right to challenge the fitness of any member or members of the Board to sit in the pending matter because of interest, bias or prejudice.
- Such a challenge must be presented in writing to the Board prior to or at the same time as the filing of an answer to the charges by the respondent.
- Such challenge must set out facts and circumstances indicating such interest, bias or prejudice on the part of the member or members challenged and make it probable that he/she is, or they are not qualified to pass on the pending matter in an impartial, disinterested and judicial manner.
The Board, on the basis of a satisfactory showing may extend the time for making such a challenge.
The members of the Board other than the member or members challenged shall consider if the challenged member or members are unable to act in an impartial, disinterested, and judicial manner, shall then notify the President of the Society or, if she/he has been challenged, the President Elect.
1.10 AUTOMATIC REVOCATION OF
MEMBERSHIP
A member who has been convicted of a felony (a plea or verdict of guilty, or conviction following a plea of nolo contendere, is deemed to be a conviction following the meaning of this section), or whose license to practice in this State has been revoked or suspended, shall be dropped from membership in this Society automatically as of the date of conviction, revocation or suspension. S/he shall be so notified by the Society together with notification of his right to appeal.
1.11 RE-ELECTION OF EXPELLED
MEMBERS
Members expelled from this Society for any cause shall be ineligible for re-election to membership until after one year from the date of the expulsion unless the Executive Council shall waive this waiting period.
1.12 APPEAL
Action of this Society through its Executive Council, under the provisions of the Bylaws, after final action thereon has been taken, may be appealed by any of the aggrieved parties either to the Iowa Medical Society in accordance with its Articles of Incorporation and Bylaws or to the membership of the Polk County Medical Society.
ARTICLE II
2.0 EXECUTIVE COUNCIL
The Executive Council shall be composed of the President, President-Elect, Past President, Secretary-Treasurer, and Councilors (9).
The President, at the discretion of the Executive Council may invite the District VI Director of the Iowa Medical Society to attend the Executive Council meetings as Ex-officio, without vote of this Society.
Polk County Medical Society shall indemnify every member of the Executive Council, his or her heirs executors and administrators, against exposes (including attorney fees) reasonably incurred in connection with any action suit or proceeding to which he or she may be made a party by reason of being or having been a Councilor or officer of the corporation, or at its request, of any other corporation of which it is a stockholder or creditor and from which he or she is not entitle to be indemnified, except in relation to matters as to which he or she shall be finally adjudged in the action, suit or proceeding to be liable for negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with those matters covered by the settlement as to which Polk County Medical Society is advised by counsel that the person to be indemnified did not commit a breach of duty. The foregoing right of indemnification shall not be exclusive of other rights to which he or she may be entitled.
2.1 OFFICERS
The officers of this Society shall consist of the President, President-Elect, Past President, Secretary-Treasurer, and eight Councilors. No person shall be eligible to be elected as an officer who is not an Active Member of the Society. Officers shall take office at the close of the annual meeting at which they are elected.
2.2 PRESIDENT-ELECT
The President-Elect shall be elected from the membership at the annual meeting to serve one year. At the expiration of his/her term of office as President-Elect he/she shall serve as President for one year.
2.3 PAST PRESIDENT
The Past President shall serve a one-year term.
2.4 SECRETARY-TREASURER
The Secretary-Treasurer shall be elected from the membership at the annual meeting for a term of one year and is eligible for re-election.
2.5 COUNCILORS
The Councilors (9) shall be elected from the membership at the annual meeting to serve a three-year term. The appointments will be staggered.
2.6 NOMINATION OF CANDIDATES FOR EXECUTIVE COUNCIL
Notice of the annual meeting will be provided seventy days prior to the annual meeting. Members entitled to notice are all members as of 3 months prior to annual meeting. Not less than 45 days prior to the annual meeting the Executive Council shall nominate members for the offices to be voted upon at that meeting. One member may be nominated for each office. In selecting nominees, the Executive Council should consider previous experience of the potential nominee. In addition to the foregoing nominations by the Executive Council and at any time within 30 days prior to the annual meeting, 25 or more active members of the Society may nominate by written petition an eligible member or members for any of the offices to be voted upon at that meeting. The list of nominations shall be published in the Bulletin in conjunction with the call for the annual meeting. Other nominations may be made from the floor at the annual meeting.
2.7 ELECTIONS
All officers shall be elected at the annual meeting by a vote of the members present by a voice vote. for any office. Those members entitled to vote at the annual meeting are the same as those entitled to notice of the membership meeting, which is all members as of 3 months each year prior to the annual meeting. The candidate who has the majority of the vote shall be the winner. In the case of ties, re-balloting shall take place immediately. After the results of the election have been announced, the new officers shall be announced in the next issue of the Bulletin.
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2.8 VACANCIES IN OFFICE
A vacancy in any office of the Society, except the President, shall be filled by appointment of the Executive Council until the next annual meeting. At that time the vacancy shall be filled for any unexpired term in the same manner as provided for in Section 8 and 9 of this Chapter.
ARTICLE III
2.9 DUTIES OF OFFICERS
3.0 PRESIDENT
The President shall preside at all general and special meetings of the Society, shall be a
member ex-officio of all committees and shall be Chairman of the Executive Council. Except in instances otherwise provided for herein, the President shall appoint the committees of the Society with the aid and advice of the Executive Officers. The PCMS President shall preside over the Executive Officers and shall recommend compensation of the CEO & Executive Vice President in a written contract. They will interview and recommend to the Board and CEO & Executive Vice President, compensation of that CEO & Executive Vice President in a written contract. In the Selection of standing committee members, the President should make an effort to maintain continuity of service and experience among the memberships of committees by limiting, when possible, the number of replacements on each committee to less than half of the total committee membership. However, s/he shall also attempt to limit to the extent reasonably possible the length of service of members of the Society on any particular committee to six years in order that the opportunity for committee work may be extended to as many as possible. The President shall perform other duties as custom and parliamentary usage require.
3.1 PRESIDENT-ELECT
The President-Elect shall preside in the absence of the President and on the death; resignation or removal of the President shall succeed to the presidency for the unexpired term and shall continue in office for his regularly elected term.
3.2 PAST PRESIDENT
The Past President shall serve for a one-year term following Presidency to provide continuity to the Executive Council.
3.3 SECRETARY-TREASURER
The Secretary-Treasurer shall ensure records are kept of minutes of all of the Executive Council. S/he shall receive and keep account of all funds of the Society which come into his/her hands under the supervision and direction of the CEO & Executive Vice President. S/he shall serve as editor of the Bulletin of the Society. It shall be his/her duty to send a copy of the roster of members to the Iowa Medical Society, at its request, and s/he shall perform other duties as custom and parliamentary usage may require. S/he shall ensure an annual audit is performed and presented to the Board.
3.4 COUNCILORS
The Councilors shall take charge of and be responsible for all property and assets of this Society. The Council shall be responsible for bonding such officers and employees as in its judgment shall be indicated.
The Council shall have the power to classify the membership and to change a member from one classification to the other. They shall have the power to make financial adjustment in individual dues when it is deemed necessary to further the best interest of the Society.
The Council shall perform such other duties as custom and parliamentary usage require.
3.5 CEO & EXECUTIVE VICE PRESIDENT
The CEO & Executive Vice President will work under the direction and supervision of the Executive Council. Under the authority of the Secretary-Treasurer, s/he shall pay by check all bills. Checks over $10,000 will be approved by the Secretary-Treasurer or President of the Board of Trustees of the Society. The CEO & Executive Vice President will be bonded in an amount to be determined by the Board of Trustees. S/he shall receive and keep all funds of the Society which come into the office under the direction and supervision of the Directors. The CEO & Executive Vice President shall be authorized in the contract for the hiring of such office personnel as may be necessary for proper operation of the Society.
3.6 EXECUTIVE COUNCIL
The Executive Council shall serve as the operational (legal) body of the Society. A third of the Council shall constitute a quorum. Meetings of the Council shall be held quarterly or on call of the president or at the written request of three members of the Executive Council.
The Executive Council shall elect applicants to membership as provided for in these Bylaws. Membership on the Executive Council of the Society is a position of heavy responsibility. If any member of the Executive Council shall fail to attend three consecutive meetings of the Council without valid excuse as determined by the Council, the Council shall have the power to declare his office vacant by majority vote and to replace such officer as provided in Article II, 2.11 of these Bylaws.
3.7 THE BULLETIN
The Society shall regularly publish an official Bulletin for its members.
ARTICLE IV
4.0 MEETINGS
4.1 REGULAR MEETINGS
The Society shall meet as designated by the Executive Council. The regular annual meeting shall be determined by the Board 6 months in advance of the meeting date by September of the preceding year and shall be the annual meeting of this corporation and for election of officers.
4.2 SPECIAL MEETINGS
Special meetings may be called as provided for in Article VII of the Articles of Reincorporation.
4.3 RECOGNITION OF DECEASED
MEMBERS
At the annual meeting the names of all members of the Society who have died during the past year shall be read and adequate recognition be given to their memory.
ARTICLE V
5.0 COMMITTEES
5.2 SPECIAL COMMITTEES
The President, with the aid and advice of the Executive Council, also may appoint such special committees as from time to time are deemed necessary.
5.3 LIAISON COMMITTEE TO OTHER
CIVIC, HEALTH AND PROFESSIONAL ORGANIZATIONS
The President, with approval of the Executive Council, may appoint representatives of the Society to other civic and health organizations.
5.4 REPORTS OF COMMITTEES
Delete we have not done this prior to my working here. The only committee is the Legislation one and they do report to the board with minutes.
All committees shall annually make a written report to the Executive Council.
ARTICLE VI
6.0 DUES
6.1 ASSESSMENT OF ANNUAL DUES
Annual dues shall be determined by the Executive Council for the following classes of membership:
- Active Members
- Active Junior Members
- Residents
- Non-residence Members
- Affiliate Members
- Health Care Executive Members
6.2 ASSESSMENT OF SPECIAL DUES
The Executive Council, when necessary may assess special dues.
6.3 WAIVED DUES
Dues are waived for the
following classes of Membership:
- Emeritus Members
- Life Members
6.4 PAYMENT OF DUES
Dues shall be payable annually in advance on the first of each year. The dues of new members shall be prorated according to the quarter in which they have been admitted to membership. All members whose dues have not been paid by March 1 shall be delinquent and subject to suspension but may be reinstated upon payment of dues in arrears unless such delinquent dues are waived in whole or part by action of the Board of Trustees. Any member in arrears for one year shall be dropped from membership without further action by the Society.
ARTICLE VII
7.0 Order of Business
- Call to order by the President
- Financial Report
- President Report
- Reports of committees
- Report of District Councilor
- CEO & Executive Vice President Report
- Unfinished business
- New business
- Announcements
- Adjournment
ARTICLE VIII
8.0 RULES OF ORDER
The Board of Directors will determine the appropriate Rules of Order to be followed at all meetings and committees for that year.
8.1 QUORUM The voting members present of the Society shall constitute a quorum for meetings of the Society.
ARTICLE IX
9.0 PRINCIPLES OF ETHICS
The ethical principles governing the members of the American Medical Association
shall govern the members of this Society.
ARTICLE X
10.0 AMENDMENTS
Proposed amendments to these Bylaws after review and approval of the Executive Council Shall be presented to the membership with or without recommendation. Any such proposed amendment shall be published in full to all members not less than three days in advance of electronic distribution of the amendment to be voted on to the members. Adoption of an amendment shall require a majority vote by those members who return their electronic ballot in the designated time.
