Whereas, Polk County Medical Society, Polk/Warren 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 and dentists of Polk/Warren 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 the Iowa Medical Society, the American Medical Association and American Osteopathic Association.
Therefore, the physicians and dentists of Polk/Warren County hereby organize themselves in accordance with these bylaws.
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 or the American Osteopathic
Association who has a valid 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 s/he practices principally in Polk/Warren 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, review and vote on 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 ballot 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 at a subsequent Regular Meeting 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 Senior Members shall be those who have been in practice more than two and less than forty years, and whose principal office is in Polk/Warren County.
1.3-2 Active Junior Members shall be those who have been in practice less than two years and who have their principal office in Polk/Warren County.
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 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 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 similar manner.
1.3-7 Resident Members shall be those who have graduated in medicine or osteopathic medicine and surgery and are serving as a resident in any recognized hospital in Polk/Warren County. This membership shall expire automatically upon completion of residency at which time application for other membership may be made in accordance with the provisions of these Bylaws.
1.4 Transfer from Another Society
A Doctor of Medicine or a Doctor of Osteopathy, may transfer from any component society of the American Medical Association within 90 days of the issuance of said certificate 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 Executive Director 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 Executive Council 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 Senior; Junior Active; and Life Members. Such members may vote by absentee or proxy ballot only in the case of their illness or absence from the City. The privilege of holding elective office shall be restricted to Active Senior and Life 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 in the judgment of the Board of Professional Practice and Ethics involves moral turpitude on his/her part, may be censored, suspended, or expelled from the Society as the Board in its discretion and judgment determines proper.
A member who, in the judgment of the Board of Professional Practice and Ethics 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 Articles of Rein corporation or Bylaws or the Principles of Medical Ethics of the American Medical Association shall be censored, suspended or expelled from the Society as the Board in its discretion and judgment determines proper.
Charges against a member may be preferred by any other member or by the Mediation Committee by filing with the Chairman of the Board of Professional Practice and Ethics in writing a statement of the misconduct charged, with sufficient particulars as to time, place, and nature of the alleged offense to enable the person so charged to conduct his/her defense.
The complainant, whether an individual member or the Mediation Committee, shall at the time of filing the charges furnish for the use of the Board of Professional Practice and Ethics a list of the witnesses to be summoned on behalf of the complainant.
The Board of Professional Practice and Ethics shall within thirty (30) days examine the charges and, if it finds them to be in proper form and sufficient in substance, shall cause a copy to be served on the member charged with misconduct and demand of him/her an answer.
The respondent shall answer any charges within such reasonable time as the Board of Professional Practice and Ethics shall allow. Failure of any member to answer to charges shall be prima facie evidence of his/her guilt as charged. Failure of any member to respond to summons of the Board in connection with any proceedings of the Board shall be reported to the Executive Council and shall be punishable as a violation of the Bylaws.
The Board of Professional Practice and Ethics shall act as a court for this Society to determine the guilt or innocence of any member so charged and shall have the power to establish and prescribe rules of procedure to govern the conduct of all cases within its jurisdiction. The Board shall give the accuser and the complainant ample opportunity to be heard, and shall determine separately:
a. Its finding of facts.
b. Its conclusions.
c. The penalty, if any, imposed.
The Board shall report these determinations at the next meeting of the Executive Council.
1.9 Right of Challenge
In any proceeding before the Board of Professional Practice and Ethics 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.
a. Such 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.
b. 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 he/she has been challenged, the President Elect. The President or President Elect upon being so notified shall as soon as practicable designate another member or members of the Executive Council to serve on the Board of Professional Practice and Ethics in impending proceedings in the place of the challenged member or members. In the event of the challenge of all members of the Board of Professional Practice and Ethics, the Board of Trustees shall pass on the soundness of the challenge.
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 on recommendation of the Board of Professional Practice and Ethics shall waive this waiting period.
Action of this Society through its Executive Council, Board of Professional Practice and Ethics, or its Mediation Committee 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.
2.0 Officers & The Executive Council
The officers of this Society shall consist of the President, President-elect, Past President, Secretary-Treasurer, five Trustees and three councilors. No person shall be eligible to election as an officer who is not a Senior Active or Life Member of the Society. Officers shall take office at the close of the annual meeting at which they are elected.
There shall also be a Board of Professional Practice and Ethics and there shall be Delegates and Alternate Delegates to the Iowa Medical Society.
The President-elect shall be elected 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.
The Secretary-Treasurer shall be elected at the annual meeting for a term of one year and is eligible for re-election.
One of the Directors shall be elected each year to serve for a term of five years. The member having served the longest on the Board shall be Chairman of the Directors for one year effective at the close of the annual meeting.
One Councilor shall be elected at the annual meeting for a term of three years.
2.7 Board of Professional Practice and Ethics
The Board of Professional Practice and Ethics shall consist of the President, the two immediate active and available Past Presidents, the chairman of the Board of Directors, and the senior Councilor. The President shall serve as the chairman of the Board of Professional Practice and Ethics.
2.8 Executive Council
The Executive Council shall be composed of the President, President -Elect, Secretary-Treasurer, the five Directors, the three Councilors and Ex-officio, without vote, the eighth and ninth (VIII & IX) District Councilors of the Iowa Medical Society and Ex-officio, without vote, the first immediate, active and available Past President of this Society.
2.9 Nomination of Officers
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 or more members shall 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.
All officers shall be elected at the annual meeting by official ballot. The candidate who has the most votes (plurality) shall be the winner. In case of tie, reballoting shall take place immediately. After the results of the election have been announced, the ballots shall be placed in the custody of the Secretary-Treasurer until the next regular meeting, immediately after which they shall be destroyed.
A recount of the ballots during this interval may be ordered only by a majority vote of the membership. The Secretary-Treasurer shall not surrender the ballots except in the above specified circumstances.
2.11 Delegates & The Alternate Delegates to the Iowa Medical Society
The President and President-elect of the Society shall serve as delegates of the Society to the Iowa Medical Society; the President shall be Chairman of the delegation, and the President-elect the Alternate Chairman.
A sufficient number of Delegates and Alternate Delegates to complete the Society’s delegation in accordance with the quota established by the Articles of Incorporation and Bylaws of the Iowa Medical Society shall be nominated by a Nominating Committee selected by the President and shall be elected by the Society for two year terms, half or nearest approximation thereto being chosen on alternate years.
Additional nominations by the Executive Council for Delegates and Alternate Delegates for positions remaining unfilled shall be published in the Bulletin.
The Executive Council will then vote on the vacant positions from their nominations and recommendations from society members.
The newly elected Delegates and Alternate Delegates will succeed the outgoing Delegates and Alternate Delegates upon election.
2.12 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.
3.0 Duties of Officers
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 and of the Board of Professional Practice and Ethics. Except in instances otherwise provided for herein, the President shall appoint the committees of the Society with the aid and advice of the Executive Council. 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 five years in order that opportunity for committee work may be extended to as many as possible. The President shall perform other duties as custom and parliamentary usage require.
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.
3.3 Past President
The Past President shall serve for a one year term following Presidency to provide continuity to the Executive Council.
The Secretary-Treasurer shall assure records are kept of minutes of all meetings, and those of the Executive Council and the Directors. 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 Directors.
S/he shall serve as editor of the Bulletin of the Society. S/he shall perform other duties as custom and parliamentary usage may require.
3.5 Executive Director
The Executive Director 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 approved by the Directors, and all checks over $200, must be approved by either the President, President-elect, Secretary-Treasurer or Chairman of the Directors of the Society. The Executive Director will be bonded in an amount to be determined by the Directors.
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 Directors shall take charge of and be responsible for all property and assets of this Society. The Directors shall authorize and approve all bills incurred before they are paid. The Directors shall select and appoint an Executive Director and authorize the hiring of such other office personnel as may be necessary for proper operation of the Society. The Directors shall arrange for the compensation of the Executive Director and office personnel. The Directors shall be responsible for bonding such officers and employees as in its judgment shall be indicated.
The Directors shall have the power to classify the membership and to change a member from one classification to the other. The Directors 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 Directors shall report to membership at the annual meeting of the Society the financial position of the Society which shall include the report of the annual audit of the books and it shall perform such other duties as custom and parliamentary usage require.
The Councilors shall serve as members of the Executive Council and shall perform such functions as membership on the Executive Council may require.
3.8 Executive Council
The Executive Council shall serve as the operational (legal) body of the Society. A majority 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/her office vacant and to replace such officer as provided in Article II, 2.11 of these Bylaws.
3.9 Board of Professional Practice and Ethics
The Board of Professional Practice and Ethics shall receive, investigate and take action on complaints registered against members of the Society either by individual members or by the Mediation Committee in accord with the provisions of Article I, 1.8, of these Bylaws.
3.10 Delegates and Alternates to the Iowa Medical Society
Delegates and Alternates
Delegates shall represent the membership of this Society in the House of Delegates of the Iowa Medical Society. Whenever possible Delegates and Alternates should meet with the Executive Council immediately prior to meetings of the House of Delegates of the Iowa Medical Society.
They shall report proceedings of that body to the Executive Council at the earliest opportunity.
3.11 The Bulletin
The Society shall regularly publish an official bulletin for its members.
4.1 Regular Meetings
The Society shall meet on those months of the year designated by the Executive Council unless notification is given. The regular January meeting each year shall be the annual meeting 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.
5.1 Committee on Legislation
The Committee on Legislation composed of three or more members shall keep in touch with legislation at the national, state and local levels. This Committee shall make known the views of the members of the Society on legislative matters and shall in cooperation with the appropriate legislative committees of the Iowa Medical Society and the American Medical Association promote legislation which is in the best interest of the public and the members of this Society.
5.2 Mediation Committee
A Mediation Committee composed of three or more members shall receive and investigate complaints by the public against members of the Society. This Committee shall make every effort to adjudicate such complaints. If adjudication cannot be accomplished the committee may, when circumstances warrant, refer the case to the Board of Professional Practice and Ethics.
5.3 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.
5.4 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.
6.1 Assessment of Annual Dues
Annual dues shall be determined by the Executive Council for the following classes of membership:
a. Active Senior Members
b. Active Junior Members
c. Non-residence Members
d. Affiliate 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:
a. Emeritus Members
b. Life Members
6.4 Collection of Dues for the Iowa Medical Society and the American Medical Association
The Secretary-Treasurer may collect dues and assessments for the Iowa Medical Society, The American Medical Association and the Medical Auxiliary to the Polk County Medical Society when requested to do so by these organizations.
6.5 Payment of Dues
Dues shall be payable annually in advance the first of each year. 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 Directors. Any member in arrears for one year shall be dropped from membership without further action by the Society.
7.0 Order of Business
1. Call to order by the President
2. Reading of the minutes of
the preceding meeting
3. Reports of proceedings of the Executive Council
4. Reports of committees
5. Report of District Councilor
7. Unfinished business
8. New business
8.0 Rules of Order
One-fourth of the voting members of the Society shall constitute a quorum for meetings of the Society.
8.2 Parliamentary Procedure
When not otherwise provided in these Articles or Bylaws, deliberations of the Society shall be governed by the parliamentary procedures contained in Roberts Rules of Order latest revision.
9.0 Principles of Ethics
The ethical principles governing the members of the American Medical Association shall govern the members of this Society.
Proposed amendments to these Bylaws after review by 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 the meeting of the Society at which the amendment will be considered. Adoption of an amendment shall require a majority vote by those members present and voting, providing a quorum is present.
11.0 Health Care Executives 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 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 application in its discretion. Members of the Section shall not be deemed members of the Society and shall have none of the rights or privileges of membership in the Society. Members of the Section shall, however, be entitled to serve on committees appointed by the Section or by the Society and to exercise voting rights as a committee member. Dues for members of the Society shall be as established from time to time by the Board of Directors.