Boulder County Medical Society
Constitution and Bylaws REVISED OCTOBER 2013
BOULDER COUNTY MEDICAL SOCIETY CONSTITUTION
Article 1 – Name
The name and title of this organization shall be BOULDER COUNTY MEDICAL SOCIETY.
Article 2 – Purposes
The purpose of this Society shall be to bring into one organization the reputable and legally qualified doctors of Medicine and doctors of Osteopathy of Boulder County, Colorado; to promote the science and art of medicine; the betterment of the public health, and the unity, harmony, and welfare of the medical profession; to unite with other county medical societies to form and maintain the Colorado Medical Society, and through it, with other state associations, to form and maintain the American Medical Association.
Article 3 – Membership
Section 1: The members of this Society shall be classified as Active Members, Associate Members, Emeritus Members, and Honorary Members, and shall be sub-classified as provided for by the Colorado Medical Society Constitution and Bylaws. Active Members shall have all the rights and privileges of the Society. The rights and privileges of other classes of members shall be determined by bylaws enacted hereunder. Every legally qualified physician residing within the territorial jurisdiction of this Society who is of professional reputation shall be eligible for election to their appropriate classification of membership according to the provisions of these bylaws and those of the Colorado Medical Society.
Section 2: A physician residing in a county adjoining the jurisdiction of this Society may become a member of this Society on the same terms as a physician living within this jurisdiction, and a physician residing outside the State of Colorado may become a member of this Society with permission of the Colorado Medical Society; provided that such membership shall at no time conflict with the Association, and provided further that this Section shall not be construed to prohibit a different per capita annual dues to be charged against such members.
Article 4 – Meetings
Regular meetings shall be held at such time and place as may be determined by vote of the Board of Directors or by bylaws enacted hereunder. Special meetings of the Board of Directors may be called by the President and must be called upon written request of three Active Members of the Board of Directors. A call for a special meeting shall state the object of such meeting, at which no business except that stated in the call may be transacted.
Article 5 – Officers
The officers of the Society shall serve at the pleasure of the Board of Directors and shall be a President, Immediate Past President, President-Elect who shall also serve as Vice President, and a Secretary-Treasurer. These officers will be members of the Board of Directors. The President shall serve for one year. The President-Elect shall serve for one year and will automatically be elected to the Presidency for a term of one year at the conclusion of his or her term as President Elect. In the event that the President cannot complete his or her term, the President-elect will immediately assume the office of President.
Article 6 – Delegates
Delegates and Alternate-Delegates shall be members of the Society appointed by the Board of Directors to represent the Boulder County Medical Society in the House of Delegates of the Colorado Medical Society and will be elected for two-year terms, in such manner and in such number as the bylaws of the Colorado Medical Society may provide.
Article 7 – Board of Directors
All corporate powers shall be exercised by or under the authority of a Board of Directors. The business affairs of the BCMS shall be managed under the direction of its Board of Directors, except as otherwise provided in the Colorado Nonprofit Corporation Act or the articles of incorporation and the Colorado Medical Society.
Number and Qualifications: The number of Directors of the BCMS shall be fixed from time to time by the Board of Directors with a range of no less than four (4) or more than fifteen (15). A Director shall be a M.D. or D.O. member of the Boulder County Medical Society. The President, Immediate Past President, President-Elect and Treasurer shall also be members of the Board of Directors.
Vacancies: Replacement of a Board vacancy, from resignation, death or other causes shall be appointed by the President and approved by the Board of Directors to serve until the next election.
Tenure: At the time of enactment of this Constitution, approximately 1/3 of the Directors will serve an initial term of one year, approximately 1/3 of the Directors shall serve an initial term of two years and approximately 1/3 of the Directors shall serve an initial term of three years. Thereafter each Director shall be elected to serve a term of three years. Each Director shall hold office for the term for which he/she was elected and through the end of the meeting at which his/her successor has been elected and until such successor has qualified, or until the Director’s death, resignation or removal. No Director shall serve more than two (2) consecutive three (3) year terms. The initial election term for charter Director’s as stated above, is included in a Director’s first three (3) year term. After a Director serves two (2) consecutive three (3) year terms, he/she will be eligible to begin serving again after one (1) year has passed since the time of the last office held.
Article 8 – Funds & Expenses
Section 1. Funds for meeting the ordinary expenses of the Society shall be raised by annual dues. Funds for meeting extraordinary expenses of the Society may be raised by special assessments, voluntary contributions or in any other manner approved by the Society by majority vote at any regular meeting. Funds may be appropriated by vote of the Society for such purposes as will promote its welfare, that of the profession as a whole, or for any purpose designed by Article II of this Constitution.
Section 2. No person other than an Active Member in good standing shall have any interest in the property of the Society, and the interest of any Active Member therein shall cease when they cease to be an Active Member of the Society. If any Active Member shall resign or in any other manner cease to be an Active Member of the Society in good standing, such cessation of membership shall operate as a release and assignment to the Society of all the right, title, and interest of such member in and to all the property of the Society.
Article 9 – Charter
This Society shall apply for a Charter from the Colorado Medical Society as soon as practicable after this Constitution is adopted unless such Charter is already in full force and effect. The Charter shall be preserved by the President or a member of the Board of Directors, as so designated by the Board, and maintained in the Society office file.
Article 10 – National & State Authorities
So long as this Society holds a Charter from the Colorado Medical Society, the Constitution and Bylaws of the Colorado Medical Society and the Principles of Medical Ethics of the American Medical Association shall be binding upon the Boulder County Medical Society and its members.
Article 11 – Incorporation
This Society shall have authority, through its Board of Directors, to incorporate under the laws of the State of Colorado as a not-for-profit corporation whenever such action shall be for the best interests of the Society, provided that this Constitution shall be embodied in the Articles of Incorporation.
Article 12 – Amendments
Section 1. This Society may amend any Article of this Constitution by a two-thirds affirmative vote of the Active Members in attendance at any regular meeting, provided that such amendment is not in conflict with the laws and regulations of the Colorado Medical Society, and has been sent by mail or e-mail to each Active Member at least ten days in advance of the regular meeting at which final action is to be taken. Any revision or amendment must be submitted to the Colorado Medical Society Board of Directors for approval. The Board of Directors of the Colorado Medical Society will be the final authority as to whether conflict exists.
Section 2. Any bylaws to this constitution may be enacted or amended at any regular meeting of the membership by a two-thirds vote of the voting members present, provided that such bylaw or amendment has been sent or made available to each Active Member by the Secretary-Treasurer at least 10 days in advance of the meeting at which final action is to be taken.
BOULDER COUNTY MEDICAL SOCIETY BYLAWS
Chapter 1 – MEMBERSHIP
Section 1. Qualifications: The Society shall judge the qualifications of its members, but as it is the only door to membership in the Colorado Medical Society for physicians within its jurisdiction, every reputable and legally qualified physician within its jurisdiction who supports and abides by the AMA Code of Medical Ethics shall be eligible for election to Active Membership.
Section 2. Active Membership: A candidate for any sub-classification of Active Membership as defined by the Colorado Medical Society bylaws shall make application in writing on forms provided for this purpose by the State or Component Society and shall accompany his/her application with remittance equal to the current annual dues for the classification of membership he/she seeks. Election to membership of any classification or sub-classification shall be by the affirmative vote of the majority of Board of Directors members present at the regular meeting of the Board of Directors. All completed application forms, regardless of whether the applicant was elected or rejected, shall be filed in the permanent records of the Society.
Section 3. Emeritus Membership: Active Members of the Society may be elected to Emeritus Membership status as defined by the Colorado Medical Society bylaws or as otherwise defined by the Boulder County Medical Society Board of Directors in the manner prescribed for the election of other classes of members upon recommendation of the Board of Directors provided, that an application for such membership shall be made by or for the Active member in writing.
Section 4. Associate Members: Physicians who have active membership with Colorado Medical Society and another CMS component medical society shall be eligible to apply for an associate membership of the Society. Associate members shall have all the rights and privileges of the Society except the right to nominate, to vote, and to hold any office, or to hold any interest in the funds and property of the Society.
Section 5. Honorary Membership: Distinguished persons who have rendered outstanding service in advancing the purposes of this Society may be elected to Honorary Membership in the manner provided for in the election of other classes of members, provided that a candidate for such membership shall be proposed by three Active Members who shall jointly present in writing before a regular meeting of the Society the qualifications of their candidate, and provided further that such candidate need not sign any application and no fee shall accompany such proposal. Honorary Members may neither vote nor hold office, and shall be exempt from all dues and special assessments, but shall have all other rights and privileges of membership.
Section 6. Change of Jurisdiction – new applicant: A physician accompanying their application with a paid certificate of transfer from any component society within ninety days of the issue date of said certificate shall be eligible for election to membership without fee, and no annual dues shall be charged against such members for the calendar year for which the same have been paid to the Society issuing said certificate. If the Board of Directors so recommends and if no member objects, such applicants may be elected to membership by a vote of the Board of Directors.
Section 7. Change of Jurisdiction – current member: A member in good standing, of any class of membership, who is free from all indebtedness to this Society and against who no charges are pending, who wishes to withdraw to the jurisdiction of some other component society shall be granted a transfer certificate, under the provisions of the bylaws of the Colorado Medical Society. It may be accompanied with a copy of the application presented at the time the member joined this Society, if such be available, for the information of the Society to which the member wished to attach himself/herself. Membership in this Society shall terminate automatically ninety days from the date of issuance of such certificate, subject to provisions of the bylaws of the Colorado Medical Society regarding transfer of members.
Section 8. Membership Privileges: All members shall be equally privileged to attend all regular meetings of the membership and by invitation to the meetings of the Board of Directors. Active Members shall be eligible to vote and to hold any office or receive any honor the Society would wish to bestow within the scope of their Society so long as they conform to this Constitution and these Bylaws, including the payment of dues. A member who is suspended or expelled from Boulder County Medical Society shall not be permitted to take part in any of the proceedings of the Society, or hold any office, until relieved of such liability. Except as specifically provided in these bylaws, none of the privileges of membership may be extended to any person not a member of this Society.
Section 9. Censure, Suspension, Expulsion: A member who is guilty of a criminal offense, or who has violated any provision of the Constitution or bylaws, shall be liable to censure, suspension or expulsion as defined in the Colorado Medical Society bylaws. Charges against a member must be made in writing and delivered to the President, who shall immediately furnish a copy to the accused. Censure or suspension shall require a majority vote of the Active members present and a two-thirds vote of the Active Members present and voting shall be required to expel a member. Voting on recommendations of censure, suspension or expulsion shall be by secret ballot. If the penalty recommended by the Committee be rejected by vote of the Society, a vote shall immediately be taken upon the penalty next less severe, and if by such procedure the Society by vote fails to censure, the minutes shall show that the charges were not sustained and the accused shall be reinstated as a member in good standing as of the date upon which the charges were filed. No action shall be taken by the Society to discipline members until six weeks have elapsed since the filing of the charges. A member suspended for a definite time may be reinstated at the expiration of the time. Members who have been censured, suspended or expelled may appeal this decision to the Colorado Society Council on Ethical and Judicial Affairs.
Section 10. Loss of License to Practice Medicine: A member whose license to practice medicine has been revoked for cause by the proper licensing authority forfeits their membership in this Society as of the date of revocation. If professional medical license is reinstated in the future, they may reapply for BCMS Membership at that time.
Section 11. Hearings: Kindly effort in the interest of peace, conciliation, or reformation, so far as is possible and expedient, shall precede the filing of formal charges against a member, and the accused shall have opportunity to be heard in their own defense in all proceedings of this nature consistent with the standing rules of the Society.
Section 12. Appeals: Actions of this Society or designated reviewing authority under the provisions of this Chapter, after final action thereon has been taken, may be appealed by any aggrieved party to the Colorado Medical Society Council on Ethical and Judicial Affairs in accordance with Colorado Medical Society bylaws.
Chapter 2 – POWERS AND DUTIES
Section 1. General Directions: This Society shall assume general direction of the affairs of the medical profession within its territorial jurisdiction and its influence shall be constantly exerted to affect its Constitutional purposes. Systematic efforts shall be made by each member and by the Society as a whole to increase its membership until it includes every eligible physician within its jurisdiction.
Section 2. Regular Meetings: Regular meetings of the Society shall be held at the discretion of the Board of Directors. A meeting held in October of each year shall be known as the Annual Meeting, at which the Election of Officers and new members of the Board of Directors shall be held and other annual business shall be transacted. The Active members present shall constitute a quorum. The Officers and Committees shall profit by the experience of similar societies and plan the most attractive and successful proceedings for each meeting.
Section 3. Education of Members: The Society shall endeavor to educate its members in the belief that the physician should be a civic leader in their community, and a leader in character, learning, dignified bearing, courteous and open treatment of their professional colleagues, and in sound economics of medical practice.
Section 4. Special Meetings: Special meetings, as provided by the Constitution, shall be called with a special notice sent to all members of the Board of Directors by electronic media or by mail to be received at least 5 (five) days before the special meeting.
Chapter 3 – ELECTION, OFFICERS AND DUTIES
Section 1. Election: Officers of the Society and new candidates for the vacancies in the Board of Directors shall be elected at the Annual Meeting. A Nominating Committee of three or more Active members shall be appointed by the President at least two months or earlier, before the Annual Meeting. This Nominating Committee shall make its report at least one month before the Annual Meeting. Its report shall show at least one proposed candidate for each of the offices of the Society. Nominations may also be made from the floor, and all contested elections shall be by secret ballot. Provided that due time has been given by the Chair and only one person has been nominated for an office to be filled, election may be by acclamation. A majority of all votes cast shall be necessary to elect, and if on any ballot no nominee shall receive a majority of all votes cast, the name receiving the smallest number of votes shall be dropped and the balloting proceed in this manner until all elective positions have been filled. All newly elected officers shall assume office on the date of the Annual Meeting at which they are elected.
Section 2. President: The President shall serve for a term of one year and shall preside at the meetings of the Society, shall appoint all Committees not otherwise provided for, and shall perform such duties as custom and parliamentary usage may require. They shall be the leader of the medical profession in the county during his/her year in office, and shall endeavor to leave the profession in better condition with regard to both scientific attainments and harmony than at the beginning of their term of office. The President shall be a member of the Board of Directors and will preside over their meetings.
Section 3. President-elect The President-elect shall serve for a term of one year and assist the President in the performance of their duties and shall preside in their absence or at their request. He/she will endeavor to attend all Board meetings after their election. Upon death, resignation, removal from the Society of the President and the expiration of the current president’s term, the President-elect shall succeed to the Presidency.
Section 4. Secretary/Treasurer: The Secretary/Treasurer or his/her designee (Executive Director) shall serve for a term of one year and record the Minutes of the meetings and receive and care for all records and papers belonging to the Society. He/she shall notify the members of the Society as to the time and place of each meeting, whenever possible outlining the program for the meeting. He/she shall make and keep a list of the members of this Society, noting on each the information contained in the standard form of application for membership, and in separate list he/she shall note so many of the same facts as are available to him/her concerning each legally qualified physician within the jurisdiction of this Society who is not a member. He/she shall faithfully carry out for this Society all duties imposed upon the component society by the Constitution and Bylaws of the Colorado Medical Society, including notification of members concerning dues and assessments. He/she shall receive and keep account of all funds of the Society that may come into his/her possession. He/she shall pay all just bills against the Society. The Treasurer shall report financial details to the Society annually, or more often by instruction of the Society, and shall open financial records and accounts annually to any auditor or Committee designated by Society.
Section 5. Delegates: The Delegates shall attend and faithfully represent the members of this Society and the profession of this component in the House of Delegates of the Colorado Medical Society, and shall report the proceedings of that body to this Society at the earliest opportunity. Any Delegate unable to attend the Colorado Medical Society’s Annual Meeting must notify the Executive Director, who will then notify the corresponding Alternate Delegate, as provided by the Colorado Medical Society bylaws, and assign duties for representing this Society at the Colorado Medical Society’s Annual Meeting. Any Alternate-Delegate unable to accept such assignment shall immediately notify the President or designee of the President who will appoint any eligible member as Alternate-Delegate pro tem, so that this Society may at all times be fully represented in the House of Delegates. Such appointees shall be certified in writing to the House of Delegates without delay.
Section 6. Executive Committee: the President, Immediate Past President, President-Elect, and Treasurer (with other representatives from the Active membership as the President shall select) constitutes the Executive Committee, with authority to take any action not in conflict with these bylaws to meet the routine decision making needs of the Society and to meet in emergency session pending the next regular or special meeting of the Society. One emeritus BCMS member will be invited to serve on the Board of Directors and Executive Committee each year.
Chapter 4 – COMMITTEES
Section 1. Appointment: Other than the Executive Committee, other Committees may be appointed on an as “as needed” basis by the President to evaluate and address specific temporary or ongoing needs of the Society.
Chapter 5 – FUNDS AND EXPENSES
Section 1. Fiscal Year: The fiscal year of the Society shall be from January 1 to December 31, both inclusive.
Section 2. Dues: Dues for all membership classifications shall be determined by a majority vote of the Boulder County Medical Society Board of Directors. Payment of current annual dues at the time of application for membership shall include dues for both Boulder County Medical Society and Colorado Medical Society for the appropriate classification of membership. New members elected after April 1 of any calendar year shall be charged three quarters of the current annual dues for the appropriate classification of membership. New members elected after July 1 of any calendar year shall be charged one-half of the current annual dues for the appropriate classification of membership. Similarly, new members elected during September shall be charged one-third of the current annual dues. New members elected after December 1 shall be charged the full annual dues for the appropriate classification for the next ensuing calendar year and shall be credited as fully paid from the date of their election through the next ensuing calendar year. Proration of dues may be altered at the discretion of the Board of Directors by an affirmative vote of two-thirds of the members present.
The annual dues of the Society shall be due and payable on or about the first day of October of each year for the ensuing year. Members whose annual dues and assessments are unpaid by the date set by the Colorado Medical Society shall be held delinquent. A delinquent member shall retain all rights and privileges of their class of membership except voting and holding office. Members whose annual dues remain unpaid by the date set by the Colorado Medical Society shall automatically be suspended, and all privileges of membership shall cease pending reinstatement. Members thus suspended may reinstate themselves automatically by the payment of the annual dues and assessments within the calendar year of the suspension. Members thus suspended who fail to reinstate themselves as above shall be dropped from membership by the Treasurer or their designee, and may regain membership in this Society only under the procedures prescribed elsewhere in these bylaws for application and election of new members.
CHAPTER 6 – RULES AND ORDER OF BUSINESS
Section 1. Order of Business: The following shall be the order of business at each regular meeting unless otherwise ordered by a two-thirds vote of the members present:
1) Call to order
2) Reading of the Minutes
3) Reports of Committees
4) Unfinished business
5) New business
7) Scientific program
Section 2. Parliamentary Procedure: The deliberations of the Society shall be governed by parliamentary usage as contained in the current edition of Sturgis’s Standard Code of Parliamentary Procedure except as otherwise provided in these bylaws or as otherwise ordered by a two-thirds vote of the Active Members present and voting at the meeting.