BYLAWS

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CONSTITUTION AND BYLAWS OF THE WARREN COUNTY MEDICAL SOCIETY Prepared by the Committee on Constitution and Bylaws 1984 James O. Willoughby, MD Stuart Yeoman, MD 2006 Keith Bryson, MD Janice Bunch, MD Rick Voakes, MD CONSTITUTION ARTICLE I. Name and Title of Society The name and title of this organization shall be the Warren County Medical Society (hereafter referred to as “the Society”). ARTICLE II. Purpose of the Society The purpose of the Society shall be to bring into one organization the physicians of Warren County, so that there may be provided a forum for interchange of thought, opinion and experience, that medical knowledge may be extended, that the influence of the medical profession in scientific, legislative public health, social and economic affairs, may be advanced and that the profession may become more useful to the public in providing continuing medical care to all patients; and with other county societies to form the Kentucky Medical Association and through it, with other state associations, to form and maintain the American Medical Association. ARTICLE III. Eligibility Every licensed doctor of medicine residing or practicing in Warren County who is of good moral and professional standing, and who subscribes to the Principles of Ethics of the American Medical Association, and who will agree to abide by the constitution and bylaws and duly adopted resolutions of the Society, shall be eligible for membership. ARTICLE IV. Meetings Regular meetings shall be held at such time and place as may be determined by the Society. Special meetings may be called by the Executive Council or on written request of seven (7) members. A call for a special meeting shall state the object of such meeting, at which no business except that stated in the call shall be transacted. All members shall be notified at least 24 hours in advance. The annual meeting shall be held for the election of officers and receiving of annual reports. ARTICLE V. Officers The officers of the Society shall consist of a president, vice-president, secretary, treasurer, and delegates to the Kentucky Medical Association. These officers shall be elected annually. Delegates shall be elected annually, but otherwise will follow the constitution and bylaws of the Kentucky Medical Association. ARTICLE VI. Funds and Expenses Funds for meeting the expenses of the Society shall be raised by annual dues, special assessments and voluntary contributions. Funds may be appropriated by vote of the Society for such purposes as will promote its welfare and that of the profession. ARTICLE VII. Charter The Society shall apply to the Board of the Kentucky Medical Association for a charter at the meeting at which this constitution and bylaws is adopted, or as soon thereafter as practicable, and the charter shall be kept by the secretary. ARTICLE VIII. Incorporation The Society shall have the authority to appoint a Board of Trustees and to provide for articles of incorporation whenever it may deem this necessary. ARTICLE IX. Amendments The Society may amend any article of this constitution by a 2/3 vote of the members present at any regular meeting, provided that such amendment shall have been read in open session at a previous regular meeting, and shall have been sent to each member ten (10) days in advance of the meeting at which final action is to be taken. BYLAWS CHAPTER I. Membership Section 1. The Society shall be the sole judge of the qualifications of its members. Section 2. A candidate for membership shall make application, and shall furnish documentary evidence of professional education and experience and shall hold a valid license from the Kentucky State Board of Medical Licensure. The application must be accompanied by the payment of annual dues and must be enforced by two members of the Society. Election shall be by ballot, two-thirds of the votes of the members present and voting shall be necessary to elect. The application shall be returned to the secretary, who shall file it for future reference. Application for membership from rejected candidates shall not be received within six (6) months of such rejection. Any physician otherwise eligible for membership who is at the time of adoption of this constitution and bylaws, on the medical staff of either local hospital may be elected to membership in the Society upon request without formal application. Provided, however, that such action be taken within ninety (90) days following adoption of this constitution and bylaws. Section 3. Any new candidate elected to membership in the Society after paying annual dues shall be eligible to attend all meetings, participate in discussions and deliberations, and may vote and hold office. Section 4. A physician, accompanying his (all pronouns in this document will be considered gender non-specific, that is, read as “his or her”) application with a transfer card from another component county of this or any state within sixty (60) days of the issuance of said card, may be admitted on a majority vote of the members present. Annual dues of the current year shall be charged against such members on a pro-rated basis. Section 5. All applicants must be residents of this county or maintain their medical practice in this county, except that a physician residing and practicing in any adjoining county may be elected as an associate member of the Society; the requirements for membership shall otherwise be the same as for active members. These members shall not vote or hold office. Section 6. A member in good standing who is free from all indebtedness to the 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 the Society, and the date of issuance of the card, and shall be signed by the president and secretary. It shall be accompanied by a copy of the application presented at the time the member joined the Society, for information of the Society to which the member desires to attach himself. Section 7. All active members shall be equally privileged to attend all meetings and take part in all proceedings, and shall be eligible to hold office of honor within the Society, so long as they conform to this constitution and bylaws, including payment of dues. Associate, inactive, student and honorary members shall be encouraged to attend meetings and to take part in the scientific sessions, but shall not be entitled to vote of hold office. A member who is under sentence of suspension or expulsion shall not be permitted to take part in any of the proceedings, or be eligible to hold any office until relieved of such disability. Associate Member: A physician residing or practicing in an adjacent county may be elected to associate membership in the Society, providing that he practices scientific medicine as determined by the Society, and further provided that he is duly licensed by the appropriate Kentucky State Board of Licensure, and meets the other requirements for membership as provided herein. He will pay dues, but will not vote or hold office. Inactive Member: Formerly active member who is temporarily disabled from the practice of medicine. He will pay dues, but will not vote or hold office. Honorary Member: Any person honored by the vote of the Society to be an honorary member, and who shall not vote or hold office and will not be required to pay dues. Student: Any student of medicine who is fulfilling a preceptorship with an active member of the Society is welcome to attend Society meetings with his preceptor, but will not vote or hold office, and will not be required to pay dues. Emeritus Member: Formerly active member who is retired from the practice of medicine. He will be allowed to vote and hold office, but will not be required to pay dues. Section 8. Osteopathic physicians may be elected to membership in the Society providing that they practice scientific medicine as determined by the Society, and further provided that they are duly licensed by the Kentucky State Board of Medical Licensure, and meet the other requirements for active membership as provided herein. Section 9. A member who is convicted of a criminal offense or of gross misconduct either as a physician or as a citizen, or who violates any of the provisions of this constitution and bylaws, shall be requested to voluntarily resign from the Society. If such member does not comply with this request, the Executive Council may elect to expel the member from the Society. He may re-apply for membership at a later time, pending the approval of the membership by majority vote of those present at a regular meeting. CHAPTER II. Agreement to abide by the bylaws Each member of the Society in accepting membership shall agree to the following covenant: I hereby agree to be governed by the constitution and bylaws of the Warren County Medical Society and to the regulation prescribed therein. CHAPTER III. Powers and Duties Section 1. The Society shall have general direction of the affairs of the medical profession of the county, and its influence shall be used to present the attitudes of medicine to the public and to encourage participation of individual physicians in public relation activities for the advancement of medical understanding in this county. Systematic efforts shall be made by each member, and by the Society as a whole, to increase the membership until it embraces every reputable physician in the county who will agree to abide by this constitution and bylaws and all duly adopted resolutions of the Society. Section 2. A meeting shall be held monthly, the time and place to be determined by the Executive Council. Fifteen members shall constitute a quorum. The first meeting of the year shall be called the annual meeting at which the officers of the Society are elected and the annual reports are received. CHAPTER IV. Officers Section 1. The officers of the Society shall be elected at the first regular meeting each year. Nominations shall be made by the Nominating Committee, and all elections shall be by ballot. The vote of a majority of all members present shall be necessary to an election. Section 2. The president shall preside at the meeting of the Society, and perform such other duties as custom and parliamentary usage may require. He shall be chairman of the Executive Council, shall serve as the primary liaison between the Society and the community and shall serve as spokesman for the Society with the news media. Section 3. The vice-president shall assist the president in the performance of his duties; shall preside in his absence; and on his death, resignation, or moving from the county shall succeed to the presidency. He shall also be a member of the Executive Council. The vice-president is the president-elect; that is, at the end of his one-year term, he shall take the office of the presidency for the following year. Section 4. The secretary shall record the minutes of the meetings and receive and care for all records and papers belonging to the Society including its charter. He shall notify each member of the Society as to the time and place of each meeting, and whenever possible, announce the program of the meeting. He shall make and keep a list of the members of the Society in good standing, noting of each his correct name, address, phone number and email address. He shall also serve on the Executive Council. Section 5. The treasurer shall keep account of all funds of the Society which may come into his hands. He shall receive all dues and money belonging to the Society and shall pay out the same on written order of the president. He is to serve on the Executive Council and as an advisory member of the Budget Committee. Section 6. The delegates shall attend and faithfully represent the members of the Society and the profession of this county in the House of Delegates of the Kentucky Medical Association and shall make a report of the proceedings of that body to the Society at the earliest opportunity. CHAPTER IV. Committees Section 1. There shall be an Executive Council, a Committee on Program and Scientific Work, a Committee on Legislative Affairs, a Nominating Committee, a Budget Committee, a Committee for Community Education, and such special committees as may from time to time be deemed necessary. Section 2. The Executive Council The Executive Council shall consist of president, past president, vice-president, secretary, and treasurer and shall meet at any time on call of the president. It shall be the duty of the Executive Council to consider any issues that come before the Society and to take appropriate action. Any issues not so resolved shall be presented to the full Society for discussion and final disposition. Provided, however, that a report of the Executive Council shall be made at the following general meeting of the Society. The Executive Council shall recommend the annual dues for membership and the amount will be decided by the Society in regular session. It shall audit the treasurer’s accounts, invest the Society’s funds, and approve all expenditures of the Society. The active membership must affirm all contracts made by the Executive Council and any transaction in excess of four hundred dollars ($400.00) shall require prior approval by a majority vote at any general meeting. The Executive Council shall serve as a liaison between the community health care facilities and the membership of the Society, and between the Society and the community at large. All decisions of the Executive Council shall require a majority vote of all members present. Section 3. Committee on Program and Scientific Work This committee shall consist of the president, vice-president and secretary. Its duty shall be to promote the scientific and social functions of the Society by arranging appropriate programs for each meeting and by urging each member to take part in the scientific work. Section 4. Committee on Legislative Affairs This committee shall consist of three members appointed by the president. The duties of this committee shall be to monitor legislative activity at the local, state, and national level and to report to the Society on issues relating to health care as it may affect medical practice in this community; and in cooperation with the Committee on Legislative Activities of the Kentucky Medical Association to support measures which are in the best interest of medicine in providing high quality health care to all people of this community and the Commonwealth of Kentucky. Section 5. Nominating Committee This committee shall consist of the past president of the Society and two members appointed by the president, at least one month prior to the election of officers. It shall be the duty of this committee to nominate candidates to serve as officers of the Society. Provided, however, that additional nominations may be made from the floor by any active member. Section 6. Budget Committee This committee shall prepare and submit to the Executive Council a budget for the ensuing year. It shall consist of three (3) members appointed by the president. Section 7. Committee for Community Education This committee shall be responsible for establishing a Speakers Bureau from among the Society members, to provide educational programs pertaining to medicine for presentation to civic and social groups in this community. It shall consist of the president, past-president, secretary and treasurer. CHAPTER V. Funds and Expenses Section 1. The annual dues shall be decided by the Society at the first regular meeting of each year. Any member who shall fail to pay his annual dues by April 1, shall be held as suspended without action on the part of the Society. A member suspended for non-payment of dues shall be restored to full membership on payment of all indebtedness. Members more than one year in arrears shall be dropped from the roll of members. Section 2. The Fiscal year of the Society shall be from January to December, inclusive. CHAPTER VI. Order of Business The order of business may include the following: 1. Call to order by the president 2. Introduction of program 3. Reading of minutes of last meeting 4. Report of committees 5. Unfinished business 6. New business 7. Election of officers (annual meeting) 8. Annual reports (annual meeting) 9. Announcements 10. Adjournment CHAPTER VII. Rules of Order The deliberations of the Society shall be governed by parliamentary usage as contained in Robert’s Rules of Order, unless otherwise determined by vote. CHAPTER VIII. The Principles of Medical Ethics The Principles of Medical Ethics of the American Medical Association together with the constitution, bylaws and all duly adopted resolutions of the Kentucky Medical Association shall govern the conduct of members in their relations with each other and with the public. CHAPTER IX. Amendments These bylaws may be amended at any regular meeting by a 2/3 vote of the members present, therefore provided that such amendment has been read in open session at the preceding regular meeting and a copy of the same has been sent to each member by the secretary ten days in advance of the meeting at which final action is to be taken.