Boone County Medical Society Bylaws
ARTICLE I – NAME OF THE SOCIETY
The name of this organization shall be the Boone County Medical Society (BCMS).
ARTICLE II – PURPOSE OF SOCIETY
Mission: The Boone County Medical Society’s mission is to support the physicians of Boone, Howard and Cooper counties and others across the State of Missouri in their efforts to provide high quality patient-centered care.
Vision: The Boone County Medical Society will be an indispensable unifying voice for the physicians in Boone, Howard and Cooper Counties in: Providing high quality continuing medical education; advocating for the physician and patients of Boone, Howard and Cooper counties as well as others across the State of Missouri and providing mentorship for the next generation of physicians through professional development and active participating in organized medicine.
Values: The Boone County Medical Society will embrace the values of leadership, professionalism, collegiality, advocacy, transparency, inclusiveness and fairness while pursuing its vision and mission.
ARTICLE III – MEMBERSHIP
Section 1. - Members of the Boone County Medical Society shall be those individuals who are legally qualified physicians practicing in Missouri, except as otherwise provided. Each member must be of good moral and professional standing and must not support, nor practice, nor claim to practice any exclusive system of medicine.
Section 2. - Boone County Medical Society (hereafter BCMS or the Society) is a component society to Missouri State Medical Association (hereafter MSMA or the Association). This requires BCMS members to also be members in MSMA.
Section 3. - There are six classes of members in BCMS:
ARTICLE IV – MEETINGS
General Membership Meetings: September shall be the annual general membership meeting for BCMS wherein the slate for the next year’s officers and board shall be presented and voted upon. General membership meetings shall be held in January (Gala), March, June and September. These meetings shall be open to all active members and guests.
Board Meetings: Board meetings should be held monthly (when possible) on the same day at a determined location except when held in conjunction with a general membership meeting, then the location could change to a restaurant site for that meeting. Board meetings are open to the general membership and any member may place an item of interest on the Agenda with advance notification to the Society office.
Special Meetings: Special meetings of the Society shall be held at the call of the President or at the request of the majority of the Board of Directors or upon written request of at least 10% of the total membership of the Society who are eligible to vote. Upon receipt of such notice, the President shall forthwith give notice and call such special membership meeting.
Notice of Meetings: All members of BCMS shall be notified either in writing or by electronic notification at least seven days in advance of the annual meeting or general membership meeting. If changes in the Bylaws, Articles of Incorporation or the dissolution of BCMS is to be considered said notice shall so specify the reason.
Quorum for Meetings: A majority of the voting members present at any BCMS meeting shall constitute a quorum to conduct business.
ARTICLE V - MEMBERSHIP PROCEDURE
Every reputable and legally qualified physician or medical student who resides or practices in the counties covered under our Society shall apply for BCMS membership through MSMA using their prescribed forms and paying both MSMA and BCMS annual assessed dues. MSMA shall be judge of the qualifications of all potential members through a review with a final decision being made by the MSMA Council on Ethical and Judicial Affairs. Membership shall not be denied on the basis of age, race, color, religion, sex, national origin, ancestry, marital status, disability, familial status, sexual orientation or gender identity.
ARTICLE VI – OFFICERS
The officers of the Society shall consist of:
ARTICLE VII – DUTIES OF OFFICERS
Section 1. - The President shall preside at the meetings of the Society and perform such other duties as custom and parliamentary usage may require.
Section 2. - The President-Elect shall assist the President in the performance of their duties, shall preside in their absence and on death, resignation or removal of the President and shall succeed to the presidency for the unexpired portion of the President’s term of office. The President-Elect shall become President at the next annual meeting of the Society following installation as President-Elect.
Section 3. - The Secretary shall oversee the recording of the minutes of the meeting; ensure the care of all records and papers belonging to the Society, including its charter, which shall be kept at the Society’s office.
Section 4. - The Treasurer shall oversee the maintaining in proper form and order all records of the Society dealing with financial matters and present at each general membership meeting a written report. At each monthly board meeting the Treasurer shall present all necessary financial data to keep the Society informed of at least their net worth and investment updates.
If Section 3 and 4 jobs titles are merged as one, the language above will be combined to reflect their job duty.
ARTICLE VIII – DELEGATES
Section 1. - The Delegates and Alternate Delegates to MSMA shall be recommended by the Board and appointed by the President. The Delegates and Alternate Delegates shall be appointed for a one-year term. The number of Delegates and Alternate Delegates shall be determined by MSMA Constitution and By-Laws. An officer or member of the Judicial Board may concurrently serve as Delegate or Alternate.
Section 2. - In the event that subsequent to their appointment, circumstances should arise which prevent attendance at the MSMA annual meeting by a Delegate, the President shall appoint a substitute first from the list of Alternates then from the general membership.
Section 3. - Each Delegate will be provided with proper credentials at the MSMA annual meeting.
Section 4. - The Delegates shall attend and faithfully represent the members of this Society in the MSMA House of Delegates at the annual MSMA meeting and shall, when requested, make a report of the proceedings of that body to this Society.
ARTICLE IX - COMMITTEES
Section 1. - The Standing Committees of the Society and their responsibilities shall be as follows:
Section 2. - All appointed Committees shall consist of at least three voting members of the Society appointed by the President unless otherwise provided in these By-laws. The President shall designate a Committee Chairman.
Section 3. - Standing Committees shall be appointed at the beginning of each year. The term of office for all members of the standing committees shall be for one year with no limit on the number of terms any one member may serve. In appointing members of standing committees, the President shall give due consideration to maintaining continuity and providing a broad representation of hospital medical staff and medical specialties.
Section 4. - The President shall appoint to those committees deemed appropriate, lay persons with a special expertise or knowledge of the activities of the committee. At no point shall the number of lay persons be greater than one-third of the committee membership.
Section 5. - Special or ad hoc committees may be created at any time by the President with the approval of the Board of Directors. Members of a special or ad hoc committee shall serve until the specific task assigned to the committee has been completed. In appointing members to special or ad hoc committees, the President shall give due consideration to utilizing the best available expertise for the committee’s specific task.
Section 6. - Unless otherwise provided in these By-laws, no appointed committee may commit the Society to any official program or action. All actions and recommendations shall be subject to review and approval b the Board of Directors or the membership.
ARTICLE X – JUDICIAL BOARD
Section 1. - The Board of Directors shall also serve as the Judicial Board for the Society.
Section 2. - In its capacity as Judicial Board, the Board of Directors shall also serve as the Nominating Committee for officers. Three at large members of the Society membership shall be nominated and appointed at the June General Membership meeting by the membership present at that meeting. The Society President shall serve as Chairman of both the Judicial Board and the Nominating Committee.
Section 3. - Any member of this Society who has been found guilty or pleads guilty to a criminal offense in a federal or state court of competent jurisdiction or who has engaged in misconduct either as a physician or as a citizen which misconduct adversely affects the ability of the individual to function as a physician or which reflects adversely on the medical profession of the State of Missouri, BCMS or MSMA or who violates any of the provisions of BCMS or MSMA By-laws or establishes policies against BCMS or MSMA shall be subject to censure, suspension or expulsion. MSMA Council on Ethical and Judicial Affairs shall have original jurisdiction in all questions involving MSMA membership and that of BCMS, as a component society under MSMA. Its decision shall be final.
ARTICLE XI – BOARD OF DIRECTORS
Section 1. - The Board of Directors shall serve as the Executive Committee of the Society. This Board shall be composed of the officers of the Society, at least six members at large and may include a Resident member who is a member of MSMA and BCMS elected by the Resident Section. Whenever possible, the Board of Directors will hold monthly meetings but monthly meetings shall not be required. Notice of the scheduling of the Board of Director’s meetings shall be given at least seven days in advance of the day set for the meeting, except that a special meeting may be called up by a twenty-four hours notice, such meetings to be limited to the business requiring immediate action. The Board of Directors shall be empowered to conduct the routine business of the society between membership meetings, pay bills, collect funds and generally handle the routine business affairs of the Society and shall conduct such other business as may be delegated to it by the membership.
Section 2. - The term of appointment for the six at large members and the Resident member shall be for one year. Each may be re-elected with no predetermined limit.
Section 3. - Four members shall constitute a quorum for the transaction of business.
Section 4. - Members of the Society may attend the meetings of the Board.
Section 5. - The Board will advise and assist the Society’s Executive Director as needed.
ARTICLE XII – FINANCIAL
Section 1.
Contracts
Section 2.
Loans
Section 3.
Checks, Drafts, etc.
Section 4.
Deposits
Section 5.
Investments
ARTICLE XIII – DUES AND ASSESSMENTS
Section 1. - The annual dues for active, honor, resident, student and associate members to MSMA and BCMS shall consist of two components:
Section 2. - These dues shall be payable by January 1 of each calendar year. Any member who has not paid their MSMA and BCMS dues by March 1 of each year shall be deleted from the membership databases and receive no further member communications. A member whose membership is terminated for nonpayment of dues shall be eligible for reinstatement upon payment of indebtedness to MSMA and BCMS.
Section 3. - Dues for new members are assessed when their membership has been approved by MSMA.
Section 4. - Physicians entering clinical practice after training (residency or fellowships) shall be assessed annual dues as follows: One-fourth the annual dues the first year of membership; one-half annual dues the second year and full dues the third year and thereafter. These members will have full active status.
Section 5. - The fiscal year shall commence on the first day of January of each year and shall end on the 31st day of December each year.
Section 6. - The Society may assess its active membership a special fee if the assessment is approved by two-thirds of the membership at any regular meeting of the Society providing such special fee (i) has been approved by two-thirds of the Board of Directors, (ii) that the membership has been notified at least two weeks in advance of the regular meeting. Such special fee shall be allocated only for the purposes for which such special fee has been levied. Such special fee shall be binding on the active membership as are dues.
ARTICLE XIV – INDEMNIFICATION OF OFFICERS
Section 1. - A director, board member, committee member, agent or employee as well as former director, officer, board member, committee member, agent or employee of this Society and their legal representative shall be indemnified by this Society against liabilities, expenses, legal counsel fees and costs reasonably incurred in connection with, or arising out of, any action, suit, proceeding or claim in which they are made a party by reason of being, or having been, such director, officer, board member, committee member, agent or employee with respect to any matters as to which they shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of their duties as such director, officer, board member, committee member, agent or employee.
The indemnification herein provided for, however, shall apply to any settlement arising from any such action, suit, proceeding or claim asserted against such director, officer, board member, committee member, agent or employee, provided the Board of Directors of the Society shall have first approved such a proposed settlement and determined that the director, officer, board member, committee member, agent or employee involved was not guilty of gross negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon; and if for this reason a quorum of the board cannot be established to vote on such matter, it shall be determined by a special meeting or at a regular meeting of the membership.
In determining whether or not a director, officer, board member, committee member, agent or employee was guilty of gross negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the President, as the case may be, may rely upon an opinion of independent legal counsel selected by the Board or such a committee.
Any settlement authorized herein shall not be effective until submitted to and approved by a court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director, officer, board member, committee member, agent or employee may be lawfully entitled.
Section 2. - At the direction of the Board of Directors, any officer or employee of the Society shall be provided, at the expense of the Society, with a fidelity bond in such a sum as the Board shall determine.
ARTICLE XV – EXECUTIVE DIRECTOR
The Society, through the Board of Directors, may employ a salaried employee who shall have the title of Executive Director. The Executive Director shall perform such duties as the Board or President may designate and receive a salary for such periods of time and under such conditions as the Board of Directors may determine.
ARTICLE XVI – AMENDMENTS
The Society may alter or amend any article of these By-laws by a two-thirds vote of its active members present at any regular meeting or any special meeting called for this purpose, provided that such alteration, amendment or amendments are not in conflict with the By-laws of MSMA. Amendments shall be introduced by written or electronic notification, including a copy of the proposed By-law change(s), to each voting member at least ten days in advance of any meeting where final action is to be taken.
ARTICLE XVII – RULES OF ORDER
The deliberations of the Society shall be governed by parliamentary usage as contained in Sturgis’ Standard Code of Parliamentary Procedure unless otherwise determined by a two-thirds vote of the voting members present.
ARTICLE XVIII – PARLIAMENTARIAN
The President may appoint a parliamentarian. This position to be a one-year term to begin and end with the term of the President.
ARTICLE XIX – THE PRINCIPLES OF MEDICAL ETHICS
The latest version of the Principles of Medical Ethics of the AMA shall be deemed the guiding Principles of Ethics in the practice of medicine to be followed by members of this Society together with policies adopted by this Society as they pertain to the ethical practice of medicine.
ARTICLE XX - TERMINATION AND TAX STATUS
Section 1. - No part of the earnings or assets of the Society shall be rendered to any officer, member or director of the Society with the exception as noted in Article XV and for reasonable expenses incurred in meeting the needs of the Society. The Society shall distribute its income in such a manner as not to be subject to a tax on undistributed income and shall not engage in any act of self dealing or make any investments or taxable expenditures inconsistent with the applicable provisions of the Internal Revenue Code now existing or as it may be amended which would adversely affect its status as an exempt organization under the laws or regulations of the Internal Revue Code of the United States.
Section 2. - Advocacy is an important component of medical practice and of this Society. The Society should advocate for the needs of our patients and of the medical profession. However, we cannot provide support to any candidate for public office or lend support to any political organization.
Section 3. - Upon dissolution of the Society, the general assets of same shall, after the discharge of all Society liabilities, or after adequate provisions have been made for the discharge of same, be distributed to the University of Missouri-Columbia Medical School Foundation or to the Medical School of the University of Missouri–Columbia for exclusive use of scientific and education purposes or any similar organization which qualifies for exemption under the provisions of Section 501 (c) (3) of the United States Internal Revenue Code or Regulations as they now or may hereafter exist, as so designated by the Board of Directors of the Society and, if deemed necessary, the appropriate Boone County Court. The Boone County Medical Society Scholarship assets shall be distributed to the University of Missouri–Columbia Medical School Foundation and they shall continue to distribute this scholarship using the same guidelines previously established by BCMS. The Ladenson Scholarship asset distribution shall be distributed according to the wishes of the Ladenson family. Should the immediate family members of Dr. and Mrs. Roland Ladenson be deceased or not wish to provide any direction for this scholarship, these assets shall be distributed to the University of Missouri–Columbia Medical School Foundation and they shall continue to distribute this scholarship using the same guidelines as previously established by BCMS and the Ladenson family.
ARTICLE XXI – REPEAL OF PRIOR BY-LAWS
Upon the adoption of these By-laws, all previous By-laws are hereby repealed.
DATED: January 20, 2018, Boone County Medical Society
By: s/ Frederick Fraunfelder, President
By: s/ Mohammad Agha, Secretary
Yearly, at the first Boone County Medical Society board meeting after installation, all board members shall review these By-laws and sign off on them as attested to by the Secretary or Secretary/Treasurer.
The name of this organization shall be the Boone County Medical Society (BCMS).
ARTICLE II – PURPOSE OF SOCIETY
Mission: The Boone County Medical Society’s mission is to support the physicians of Boone, Howard and Cooper counties and others across the State of Missouri in their efforts to provide high quality patient-centered care.
Vision: The Boone County Medical Society will be an indispensable unifying voice for the physicians in Boone, Howard and Cooper Counties in: Providing high quality continuing medical education; advocating for the physician and patients of Boone, Howard and Cooper counties as well as others across the State of Missouri and providing mentorship for the next generation of physicians through professional development and active participating in organized medicine.
Values: The Boone County Medical Society will embrace the values of leadership, professionalism, collegiality, advocacy, transparency, inclusiveness and fairness while pursuing its vision and mission.
ARTICLE III – MEMBERSHIP
Section 1. - Members of the Boone County Medical Society shall be those individuals who are legally qualified physicians practicing in Missouri, except as otherwise provided. Each member must be of good moral and professional standing and must not support, nor practice, nor claim to practice any exclusive system of medicine.
Section 2. - Boone County Medical Society (hereafter BCMS or the Society) is a component society to Missouri State Medical Association (hereafter MSMA or the Association). This requires BCMS members to also be members in MSMA.
Section 3. - There are six classes of members in BCMS:
- Active Members shall be limited to those MSMA and BCMS dues paying members who hold a license to practice as a physician or surgeon under the laws of the State of Missouri. Active members shall have the privilege to attend all meetings, take part in all proceedings, serve on committees and hold office. A member who is under suspension or expulsion shall not be permitted to take part in any of the proceedings until relieved of such suspension or expulsion.
- Honor Members shall consist of those active members who have reached advanced years, retired or become incapacitated and unable to continue their active practice of medicine. They shall enjoy all the privileges of active members and shall be exempt from the payment of BCMS dues as long as the finances of BCMS allows.
- Honorary Members shall be those individuals who have distinguished themselves by special investigational work or personal sacrifice in the cause of medicine. Recommendations for honorary membership must be first approved by the Board of Directors and then approved by a vote of the general membership with acceptance by at least two-thirds of those voting. Honorary members shall be exempt from the payment of BCMS dues and shall have all the privileges of active members except that they shall not be eligible to hold office nor be allowed to vote.
- Resident Members shall be limited to those members of the Resident and Fellow Section who are serving a full time postgraduate training program approved by the American Medical Association (hereafter AMA) or the American Osteopathic Association (hereafter AOA) and shall have all of the privileges of active membership, being allowed to serve as an officer or member of the BCMS board. Resident members shall be responsible for whatever dues MSMA has for this category of its members but will be exempt from paying BCMS dues.
- Student Members shall reside or practice in Boone, Howard or Cooper Counties and be limited to those members of the Medical Student Section who are pursuing a course of study leading to the degree of Doctor of Medicine or Doctor of Osteopathy. Student members shall be exempt from the payment of BCMS dues and shall be allotted one to two liaison representative positions on the BCMS board. Student members shall have all the privileges of active membership except they may not be eligible to hold office nor be allowed to vote.
- Associate Members shall be health related professional not provided for in the other categories of membership who wish to be associated with BCMS. Associate members may not vote or hold office. Because we are a component society under MSMA, associate members must become a dues-paying member of both MSMA and BCMS.
ARTICLE IV – MEETINGS
General Membership Meetings: September shall be the annual general membership meeting for BCMS wherein the slate for the next year’s officers and board shall be presented and voted upon. General membership meetings shall be held in January (Gala), March, June and September. These meetings shall be open to all active members and guests.
Board Meetings: Board meetings should be held monthly (when possible) on the same day at a determined location except when held in conjunction with a general membership meeting, then the location could change to a restaurant site for that meeting. Board meetings are open to the general membership and any member may place an item of interest on the Agenda with advance notification to the Society office.
Special Meetings: Special meetings of the Society shall be held at the call of the President or at the request of the majority of the Board of Directors or upon written request of at least 10% of the total membership of the Society who are eligible to vote. Upon receipt of such notice, the President shall forthwith give notice and call such special membership meeting.
Notice of Meetings: All members of BCMS shall be notified either in writing or by electronic notification at least seven days in advance of the annual meeting or general membership meeting. If changes in the Bylaws, Articles of Incorporation or the dissolution of BCMS is to be considered said notice shall so specify the reason.
Quorum for Meetings: A majority of the voting members present at any BCMS meeting shall constitute a quorum to conduct business.
ARTICLE V - MEMBERSHIP PROCEDURE
Every reputable and legally qualified physician or medical student who resides or practices in the counties covered under our Society shall apply for BCMS membership through MSMA using their prescribed forms and paying both MSMA and BCMS annual assessed dues. MSMA shall be judge of the qualifications of all potential members through a review with a final decision being made by the MSMA Council on Ethical and Judicial Affairs. Membership shall not be denied on the basis of age, race, color, religion, sex, national origin, ancestry, marital status, disability, familial status, sexual orientation or gender identity.
- License Revocation: A dues-paying qualified member of BCMS whose license has been revoked shall be dropped from both BCMS and MSMA membership automatically as of the date of revocation. The Council on Ethical and Judicial Affairs of MSMA shall have final authority to expel a member should BCMS fail to do so after being so requested by the Council on Ethical and Judicial Affairs.
- Hardship Classification: BCMS may request MSMA to remit state dues (provided BCMS does the same) of a member who has become totally and permanently incapacitated through mental or physical disability or been determined to have a classified hardship provided the member has been in good standing during the three consecutive years immediately preceding the disability or hardship. Dues will again become payable for the hardship member should their circumstances change.
- Boundary Lines: A physician living near BCMS’s county boundary lines may hold membership in BCMS if it is more convenient for the physician to attend meetings of this component society.
- Transfers: When a member in good standing in BCMS shall transfer to another jurisdiction in Missouri, they shall notify MSMA of their wish to transfer. If there is any written documentation needed from BCMS to complete this transfer, it shall be provided at no charge. Pending the acceptance or rejection in this new society, such member shall be considered to be in good standing in BCMS and MSMA to the end of the period for which dues have been paid.
ARTICLE VI – OFFICERS
The officers of the Society shall consist of:
- President
- President-Elect
- Secretary/Treasurer or Secretary and Treasurer
- Immediate Past President
ARTICLE VII – DUTIES OF OFFICERS
Section 1. - The President shall preside at the meetings of the Society and perform such other duties as custom and parliamentary usage may require.
Section 2. - The President-Elect shall assist the President in the performance of their duties, shall preside in their absence and on death, resignation or removal of the President and shall succeed to the presidency for the unexpired portion of the President’s term of office. The President-Elect shall become President at the next annual meeting of the Society following installation as President-Elect.
Section 3. - The Secretary shall oversee the recording of the minutes of the meeting; ensure the care of all records and papers belonging to the Society, including its charter, which shall be kept at the Society’s office.
Section 4. - The Treasurer shall oversee the maintaining in proper form and order all records of the Society dealing with financial matters and present at each general membership meeting a written report. At each monthly board meeting the Treasurer shall present all necessary financial data to keep the Society informed of at least their net worth and investment updates.
If Section 3 and 4 jobs titles are merged as one, the language above will be combined to reflect their job duty.
ARTICLE VIII – DELEGATES
Section 1. - The Delegates and Alternate Delegates to MSMA shall be recommended by the Board and appointed by the President. The Delegates and Alternate Delegates shall be appointed for a one-year term. The number of Delegates and Alternate Delegates shall be determined by MSMA Constitution and By-Laws. An officer or member of the Judicial Board may concurrently serve as Delegate or Alternate.
Section 2. - In the event that subsequent to their appointment, circumstances should arise which prevent attendance at the MSMA annual meeting by a Delegate, the President shall appoint a substitute first from the list of Alternates then from the general membership.
Section 3. - Each Delegate will be provided with proper credentials at the MSMA annual meeting.
Section 4. - The Delegates shall attend and faithfully represent the members of this Society in the MSMA House of Delegates at the annual MSMA meeting and shall, when requested, make a report of the proceedings of that body to this Society.
ARTICLE IX - COMMITTEES
Section 1. - The Standing Committees of the Society and their responsibilities shall be as follows:
- Committee on Membership, Recruitment and Membership Services: This Committee shall be responsible for recruiting new members for BCMS, MSMA and the AMA. This Committee shall also be responsible for supervising existing programs and initiating new programs which offer services to members of the Society.
- Committee on Advocacy, Legislation, Public Relations and Public Health shall have for its duties the promotion of public relations and to cooperate with the Committee on Legislative Affairs of MSMA in all matters pertaining to legislation.
- Committee on Awards and Scholarships shall be responsible for awarding various society awards and scholarships. This Committee will report to the BCMS Board their first selection for any award or scholarship but the BCMS board will have the final authority over any award or scholarship recipient.
Section 2. - All appointed Committees shall consist of at least three voting members of the Society appointed by the President unless otherwise provided in these By-laws. The President shall designate a Committee Chairman.
Section 3. - Standing Committees shall be appointed at the beginning of each year. The term of office for all members of the standing committees shall be for one year with no limit on the number of terms any one member may serve. In appointing members of standing committees, the President shall give due consideration to maintaining continuity and providing a broad representation of hospital medical staff and medical specialties.
Section 4. - The President shall appoint to those committees deemed appropriate, lay persons with a special expertise or knowledge of the activities of the committee. At no point shall the number of lay persons be greater than one-third of the committee membership.
Section 5. - Special or ad hoc committees may be created at any time by the President with the approval of the Board of Directors. Members of a special or ad hoc committee shall serve until the specific task assigned to the committee has been completed. In appointing members to special or ad hoc committees, the President shall give due consideration to utilizing the best available expertise for the committee’s specific task.
Section 6. - Unless otherwise provided in these By-laws, no appointed committee may commit the Society to any official program or action. All actions and recommendations shall be subject to review and approval b the Board of Directors or the membership.
ARTICLE X – JUDICIAL BOARD
Section 1. - The Board of Directors shall also serve as the Judicial Board for the Society.
Section 2. - In its capacity as Judicial Board, the Board of Directors shall also serve as the Nominating Committee for officers. Three at large members of the Society membership shall be nominated and appointed at the June General Membership meeting by the membership present at that meeting. The Society President shall serve as Chairman of both the Judicial Board and the Nominating Committee.
Section 3. - Any member of this Society who has been found guilty or pleads guilty to a criminal offense in a federal or state court of competent jurisdiction or who has engaged in misconduct either as a physician or as a citizen which misconduct adversely affects the ability of the individual to function as a physician or which reflects adversely on the medical profession of the State of Missouri, BCMS or MSMA or who violates any of the provisions of BCMS or MSMA By-laws or establishes policies against BCMS or MSMA shall be subject to censure, suspension or expulsion. MSMA Council on Ethical and Judicial Affairs shall have original jurisdiction in all questions involving MSMA membership and that of BCMS, as a component society under MSMA. Its decision shall be final.
ARTICLE XI – BOARD OF DIRECTORS
Section 1. - The Board of Directors shall serve as the Executive Committee of the Society. This Board shall be composed of the officers of the Society, at least six members at large and may include a Resident member who is a member of MSMA and BCMS elected by the Resident Section. Whenever possible, the Board of Directors will hold monthly meetings but monthly meetings shall not be required. Notice of the scheduling of the Board of Director’s meetings shall be given at least seven days in advance of the day set for the meeting, except that a special meeting may be called up by a twenty-four hours notice, such meetings to be limited to the business requiring immediate action. The Board of Directors shall be empowered to conduct the routine business of the society between membership meetings, pay bills, collect funds and generally handle the routine business affairs of the Society and shall conduct such other business as may be delegated to it by the membership.
Section 2. - The term of appointment for the six at large members and the Resident member shall be for one year. Each may be re-elected with no predetermined limit.
Section 3. - Four members shall constitute a quorum for the transaction of business.
Section 4. - Members of the Society may attend the meetings of the Board.
Section 5. - The Board will advise and assist the Society’s Executive Director as needed.
ARTICLE XII – FINANCIAL
Section 1.
Contracts
- The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society and such authority may be general or confined to specific instances.
Section 2.
Loans
- No loans shall be contracted on behalf of the Society and no evidences of indebtedness shall be issued in its name unless authorized by a Resolution of the Board of Directors. Such authority may be general or confined to specific instances. However, no loan in excess of $1,000 shall be contracted unless the President first presents the loan proposal at a general membership meeting and a Resolution is adopted by a majority of the voting members present approving the loan.
Section 3.
Checks, Drafts, etc.
- All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by Resolution of the Board of Directors.
Section 4.
Deposits
- All funds of the Society shall be deposited in the checking account and channeled from there to other accounts as needed.
Section 5.
Investments
- Investments will be managed by a certified investment broker appointed by the Board. This manager will give reports on such funds on a biannual basis or more frequently as needed. Investment strategy will be guided by the policies adopted by investment strategy which shall be attached to these By-laws.
ARTICLE XIII – DUES AND ASSESSMENTS
Section 1. - The annual dues for active, honor, resident, student and associate members to MSMA and BCMS shall consist of two components:
- MSMA assessed dues for these categories.
- BCMS assessed dues for these categories shall be established by the membership at the annual meeting preceding each respective dues year.
Section 2. - These dues shall be payable by January 1 of each calendar year. Any member who has not paid their MSMA and BCMS dues by March 1 of each year shall be deleted from the membership databases and receive no further member communications. A member whose membership is terminated for nonpayment of dues shall be eligible for reinstatement upon payment of indebtedness to MSMA and BCMS.
Section 3. - Dues for new members are assessed when their membership has been approved by MSMA.
Section 4. - Physicians entering clinical practice after training (residency or fellowships) shall be assessed annual dues as follows: One-fourth the annual dues the first year of membership; one-half annual dues the second year and full dues the third year and thereafter. These members will have full active status.
Section 5. - The fiscal year shall commence on the first day of January of each year and shall end on the 31st day of December each year.
Section 6. - The Society may assess its active membership a special fee if the assessment is approved by two-thirds of the membership at any regular meeting of the Society providing such special fee (i) has been approved by two-thirds of the Board of Directors, (ii) that the membership has been notified at least two weeks in advance of the regular meeting. Such special fee shall be allocated only for the purposes for which such special fee has been levied. Such special fee shall be binding on the active membership as are dues.
ARTICLE XIV – INDEMNIFICATION OF OFFICERS
Section 1. - A director, board member, committee member, agent or employee as well as former director, officer, board member, committee member, agent or employee of this Society and their legal representative shall be indemnified by this Society against liabilities, expenses, legal counsel fees and costs reasonably incurred in connection with, or arising out of, any action, suit, proceeding or claim in which they are made a party by reason of being, or having been, such director, officer, board member, committee member, agent or employee with respect to any matters as to which they shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of their duties as such director, officer, board member, committee member, agent or employee.
The indemnification herein provided for, however, shall apply to any settlement arising from any such action, suit, proceeding or claim asserted against such director, officer, board member, committee member, agent or employee, provided the Board of Directors of the Society shall have first approved such a proposed settlement and determined that the director, officer, board member, committee member, agent or employee involved was not guilty of gross negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon; and if for this reason a quorum of the board cannot be established to vote on such matter, it shall be determined by a special meeting or at a regular meeting of the membership.
In determining whether or not a director, officer, board member, committee member, agent or employee was guilty of gross negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the President, as the case may be, may rely upon an opinion of independent legal counsel selected by the Board or such a committee.
Any settlement authorized herein shall not be effective until submitted to and approved by a court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director, officer, board member, committee member, agent or employee may be lawfully entitled.
Section 2. - At the direction of the Board of Directors, any officer or employee of the Society shall be provided, at the expense of the Society, with a fidelity bond in such a sum as the Board shall determine.
ARTICLE XV – EXECUTIVE DIRECTOR
The Society, through the Board of Directors, may employ a salaried employee who shall have the title of Executive Director. The Executive Director shall perform such duties as the Board or President may designate and receive a salary for such periods of time and under such conditions as the Board of Directors may determine.
ARTICLE XVI – AMENDMENTS
The Society may alter or amend any article of these By-laws by a two-thirds vote of its active members present at any regular meeting or any special meeting called for this purpose, provided that such alteration, amendment or amendments are not in conflict with the By-laws of MSMA. Amendments shall be introduced by written or electronic notification, including a copy of the proposed By-law change(s), to each voting member at least ten days in advance of any meeting where final action is to be taken.
ARTICLE XVII – RULES OF ORDER
The deliberations of the Society shall be governed by parliamentary usage as contained in Sturgis’ Standard Code of Parliamentary Procedure unless otherwise determined by a two-thirds vote of the voting members present.
ARTICLE XVIII – PARLIAMENTARIAN
The President may appoint a parliamentarian. This position to be a one-year term to begin and end with the term of the President.
ARTICLE XIX – THE PRINCIPLES OF MEDICAL ETHICS
The latest version of the Principles of Medical Ethics of the AMA shall be deemed the guiding Principles of Ethics in the practice of medicine to be followed by members of this Society together with policies adopted by this Society as they pertain to the ethical practice of medicine.
ARTICLE XX - TERMINATION AND TAX STATUS
Section 1. - No part of the earnings or assets of the Society shall be rendered to any officer, member or director of the Society with the exception as noted in Article XV and for reasonable expenses incurred in meeting the needs of the Society. The Society shall distribute its income in such a manner as not to be subject to a tax on undistributed income and shall not engage in any act of self dealing or make any investments or taxable expenditures inconsistent with the applicable provisions of the Internal Revenue Code now existing or as it may be amended which would adversely affect its status as an exempt organization under the laws or regulations of the Internal Revue Code of the United States.
Section 2. - Advocacy is an important component of medical practice and of this Society. The Society should advocate for the needs of our patients and of the medical profession. However, we cannot provide support to any candidate for public office or lend support to any political organization.
Section 3. - Upon dissolution of the Society, the general assets of same shall, after the discharge of all Society liabilities, or after adequate provisions have been made for the discharge of same, be distributed to the University of Missouri-Columbia Medical School Foundation or to the Medical School of the University of Missouri–Columbia for exclusive use of scientific and education purposes or any similar organization which qualifies for exemption under the provisions of Section 501 (c) (3) of the United States Internal Revenue Code or Regulations as they now or may hereafter exist, as so designated by the Board of Directors of the Society and, if deemed necessary, the appropriate Boone County Court. The Boone County Medical Society Scholarship assets shall be distributed to the University of Missouri–Columbia Medical School Foundation and they shall continue to distribute this scholarship using the same guidelines previously established by BCMS. The Ladenson Scholarship asset distribution shall be distributed according to the wishes of the Ladenson family. Should the immediate family members of Dr. and Mrs. Roland Ladenson be deceased or not wish to provide any direction for this scholarship, these assets shall be distributed to the University of Missouri–Columbia Medical School Foundation and they shall continue to distribute this scholarship using the same guidelines as previously established by BCMS and the Ladenson family.
ARTICLE XXI – REPEAL OF PRIOR BY-LAWS
Upon the adoption of these By-laws, all previous By-laws are hereby repealed.
DATED: January 20, 2018, Boone County Medical Society
By: s/ Frederick Fraunfelder, President
By: s/ Mohammad Agha, Secretary
Yearly, at the first Boone County Medical Society board meeting after installation, all board members shall review these By-laws and sign off on them as attested to by the Secretary or Secretary/Treasurer.