Bylaws
ARTICLE I. MEMBERSHIP
Section 1. Classification of Membership
The membership of the Minnesota Osteopathic Medical Society
(“The Society”) shall be comprised of the following classes: (A)
Active members; (B) retired members; (C) postdoctoral education
members; (D) student members; (E) associate members; (F) life
members; and (G) honorary members.
Section 2. Membership Requirement and Privileges
A. Active members. Active member status is available to
Doctors of Osteopathy or Doctors of Osteopathic Medicine who: (1)
are graduates of AOA-accredited colleges of osteopathic medicine;
(2) have paid any and all required fees and dues to the Society. An
active member shall be entitled to all privileges of membership in
the Society and shall be subject to all obligations of membership
B. Retired members: Retired member status is available to
Doctors of Osteopathy or Doctors of Osteopathic Medicine who: (1)
are graduates of AOA-accredited colleges of osteopathic medicine;
(2) hold or previously held a license in good standing issued by the
State of Minnesota to practice medicine; (3) have paid any and all
required fees and dues to the Society; and (4) have retired from the
practice of osteopathic medicine. A retired member shall be entitled
to all privileges of membership in the Society and shall be subject
to all obligations of membership.
C. Postdoctoral educational members. Postdoctoral educational
member status may be granted to graduates of AOA-accredited colleges
of osteopathic medicine who are enrolled in AOA-approved or ACGME-approved
graduate medical education programs. A postdoctoral education member
shall be entitled to all privileges of membership in the Society.
Postdoctoral education members who are enrolled in an AOA-approved
internship program shall not be liable for dues and may attend the
Society’s annual meeting and other meetings without charge.
Postdoctoral educational members who are enrolled in residency
training programs shall be required to pay dues and fees set by the
Board of Trustees.
D. Student members. Student member status may be granted to
students who are currently enrolled in an AOA-accredited college of
osteopathic medicine. Student members shall be entitled to all
privileges of membership in the Society. Student members shall not
be liable for dues and may attend the Society’s annual meeting and
other meetings without charge.
E. Associate members. Member status may be granted by the
Society’s Board of Trustees to individuals who are: (1) employed as
teaching, research, administrative or executive employees of an AOA
accredited college of osteopathic medicine or an AOA accredited
hospital, internship, residency or health care facility; or (2)
employed by the Society in an administrative capacity. Associate
members shall be required to pay dues and fees set by the Society’s
Board of Trustees and shall be eligible to attend the Society’s
annual and other meetings, but shall not be eligible to hold an
office in or serve as a trustee of the Society. Nor shall associate
members be eligible to vote at the Society’s meetings.
F. Life members. Life members status may be granted by the
Board of Trustees to osteopathic physicians who have reached the age
of 65 and have been a member in good standing of the Society for 25
years. Individuals requesting life membership status shall complete
an appropriate application form to the Board of Trustees. A life
member shall be entitled to all privileges of membership in the
Society, but shall not be required to pay dues and/or assessments.
G. Honorary members. The title of Honorary Member may be
conferred by the Society’s Board of Trustees to a distinguished
individual who has given meritorious service in the cause of public
health, to the osteopathic medical profession or to the Society.
Honorary members shall be entitled to all privileges of membership,
but shall not be eligible to hold an office in or serve as Trustee
of the Society. Nor shall honorary members be eligible to vote at
the Society’s meetings. Honorary members shall not be required to
pay dues or assessments.
Section 3. Application for Membership
All applications for membership shall be submitted to the
Board of Trustees for consideration. Applicants must certify by
their signature that, where applicable , they have an unrestricted
license to practice medicine, have never had their license to
practice medicine suspended, and have never been convicted of a
felony. Those who cannot meet these requirements and wish to pursue
membership will be considered on an individual basis by the Board of
Trustees. The actions of the Board of Trustees shall be final.
Action of the Board of Trustees will be communicated with the
applicant within 30 days of final action.
Section 4. American Osteopathic Association Membership.
Members of the society are encouraged to maintain
membership in the American Osteopathic Association.
Section 5. Discipline
The Board of Trustees shall investigate any Society member
who is charged with a violation of the rules of the Society of
violating the Code of Ethics of the American Osteopathic
Association, or of unprofessional conduct. Based on its
determinations, the Board of Trustees may take action against the
individual’s membership by placing him or her on probationary
status, suspending his or her membership, or expelling him or her
from membership of the Society.
ARTICLE 2. DUES AND ASSESSMENTS
Section 1. Dues.
All Active Membership Categories shall pay Annual
Dues as set by the Board of Trustees
Section 2. Reduction of Dues
A: The dues of an active member may be reduced by the
discretion of the Board of Trustees because of physical disability,
limited practice, financial difficulties or other considerations.
B. Membership dues shall be prorated for any portion of the
fiscal year remaining at the time of application.
Section 3. Special Assessments
To meet emergencies, the Board of Trustees may levy such
assessments as may be necessary, provided that the total of such
assessments in any one year shall not exceed the amount of annual
dues. Failure to pay such assessments shall incur the same penalty
as failure to pay dues. Hardship cases may be
exempt from special assessments by the Board of Trustees.
Section 4. Delinquencies
Only those members whose dues are paid in full shall be
eligible to vote at the annual business meeting.
Section 5. Finance
A: Fiscal year: The fiscal year of the Society shall be June 1 –
May 31.
B: Dues: The annual dues of the Society shall be payable in
advance on or before the beginning of the fiscal year. A member
whose dues remain unpaid for three months shall become suspended.
The member may be reinstated upon payment of dues and assessments
provided such payments are received prior to the end of the current
fiscal year, or, if later, by applying as a new member. The annual
dues of all members of the Society shall be determined by the Board
of Trustees.
C. Memberships without dues. Dues are not required of life
members, honorary members, and student members.
D. Refunding dues. No dues will be refunded if a membership is
terminated for cause.
ARTICLE 3. MEETINGS
Section 1. Annual Meeting
A. There shall be an annual business meeting of the membership
in conjunction with the Annual Spring Convention and Scientific
Seminar, at a place and time to be designated by the Board of
Trustees.
B. The Board of Trustees shall have the authority to change
the DATE, TIME AND PLACE of this meeting when, in their opinion,
circumstances warrant such change.
Section 2. Special Meetings
The President or the Board of Trustees may, when deemed
necessary, call a special business meeting of the membership. Notice
of the date, time and place of the meetings and the special business
to be discussed shall be sent by mail or E-mailed to the last known
address of all voting members at least ten days prior to the
scheduled meeting.
Section 3. Quorum
A quorum at either the annual or general meetings shall
consist of the general membership present, in addition to at least
six members of the Board of Trustees.
Section 4. Procedures
Robert’s Rules of Order, Newly Revised, shall govern the
proceedings of all meetings except in such instances where Robert’s
Rules of Order will be in conflict with the adopted constitution and
by-laws of the Society.
Section 5. Nomination of Committee
The Nominations Committee shall consist of the immediate
past president, president-elect and two Trustees.
Section 6. Impeachment
An officer or Trustee of this association may be
discharged of their office by majority vote of the membership at an
annual business meeting or a special business meeting, with proper
prior notification.
ARTICLE 4. OFFICERS
Section 1. Officers.
The officers of this Society shall be a president,
president-elect, immediate past president, treasurer and the
executive director, who is employed by the Board of Trustees and who
serves in all assigned capacities without voting rights. The
officers shall also constitute the executive committee.
Section 2. Duties of Officers. Duties of the officers include the
following, but are not limited to the information provided below.
A. President.
The president shall preside at all meetings of the Society, the
Board of Trustees, Executive Committee and shall serve as chair of
the Executive Committee. He or she shall appoint and be an
ex-officio member of all committees except the Nominating Committee.
He or she also shall appoint members of the Society to the
organizations and committees outside the Society structure with the
approval of the Executive Committee.
B. President-Elect.
The president-elect, in the absence of or at the request of the
president, shall perform the duties of the president. The
president-elect is a member of the Board of Trustees and the
Executive Committee and shall be a member of the Legislative
Committee. Upon succeeding to the presidency at the annual meeting
he or she shall announce all committee appointments before
adjournment of that meeting.
C. Immediate past president.
The immediate past president acts in an advisory capacity to the
Board of Trustees and the Executive Committee and is a member of
both and serves as the chair of the Nominating Committee.
D. Treasurer.
The treasurer acts in a supervisory capacity to the executive
director and shall serve on the Executive Committee and the
Membership Committee. The treasurer shall arrange for an annual
audit, provide a semiannual financial report to the Board and
maintain all financial books. The treasurer will be elected for a
two-year term by the Board of Trustees.
E. Executive Director
The executive director is responsible to the Executive Committee and
the Board of Trustees for all phases of their work. They are the
secretary of the Board of Trustees and the Executive Committee and
are a nonvoting member of all committees except the nominating
committee.
1. Business duties. The executive director shall maintain the
Society’s office and be responsible for the Seal, Articles of
Incorporation, copies of the Society Constitution and by-laws, and
all records and contracts of the Society. They are responsible to
the Society and its membership, including the collection of dues and
assessments, disbursement of funds, maintenance of bookkeeping
records, roll and attendance of membership, preparation of an annual
budget, preparation of quarterly reports, which include the income
and debts for the fiscal year, to be distributed before each
quarterly meeting to the Finance Committee and the Board of
Trustees, and notification to all appropriate persons of meetings.
The executive director shall conduct the general correspondence of
the Society and maintain the web site. They shall be responsible for
the business management of the annual convention and all other
meetings. They shall perform such other duties and may be required
by the Board of Trustees and the Executive Committee.
2. Legal Duties. The executive director shall receive and
process all legal problems submitted to the office by members, using
legal counsel as required and approved by the Executive Committee.
3. Public Duties. The executive director is responsible for
the public relations activities of the Society and shall work with
and advise all committees involved in publicity and similar
functions related to the education of person and groups important to
the welfare of the Society.
4. Government relations duties. The executive director is the
chief liaison to all governmental bodies and organizations in the
State of Minnesota.
5. Terms of employment. The executive director will be hired
by the Board of Directors with an annual contact which can be
terminated without cause. The executive director will submit to the
Board of Trustees at least semiannual written self-assessments.
Section 3. Vacancies.
In the event of a vacancy in the office of the president,
the president-elect shall be promoted to the office of president. In
the event of a vacancy in the office of president-elect, the office
shall be filled by election at a special vote of the Society.
ARTICLE 5. ELECTIONS AND TERMS OF OFFICE
Section 1. Nominations.
The nominating committee will select a slate of willing
nominees to be presented to the members of the Society at the annual
meeting. Nominations may be made from the floor with the consent of
the nominee.
Section 2. Elections.
Elections shall be held annually at the annual meeting of
the Society. If there is more than one nominee for any office,
voting shall be by ballot and a majority of votes cast shall be
necessary for election.
Section 3. Term of Office.
All newly-elected officers and trustees shall take office
at the conclusion of the annual meeting. No officer may hold more
than one office at one time. The president-elect shall automatically
succeed to the presidency at the completion of the president’s
two-year term.
ARTICLE 6. BOARD OF TRUSTEES AND EXECUTIVE COMMITTEE
Section 1. Board of Trustees
A. Duties of the Board of Trustees.
1. The Board of Trustees shall manage the affairs of the
Minnesota Osteopathic Medical Society.
2. The Board of Trustees shall meet the requirements of the
“generally not for profit corporation,” and shall have the powers
set forth by the Act.
3. The Board of Trustees shall transact the business of the
Society between annual meetings of the Society and meet such times
and places as its business may require.
4. The Board of Trustees shall employ or appoint an executive
director and shall direct the duties of that office. It shall
authorize the executive director to employ or retain such other
persons as may from time to time be required to carry out normal or
special undertakings of the Society. It shall require an annual
auditing of the financial records of the Society. It shall require
the executive director to present a report of the affairs of the
Society at each meeting of the Board.
5. The Board of Trustees shall appoint a treasurer to a
two-year term to be served in conjunction with the presidential
term.
6. The Board of Trustees shall be responsible for arrangements
of Society meetings, including the annual convention and continuing
medical education meetings.
7. The Board of Trustees shall provide for the preparation and
dissemination of information concerning the principles of
osteopathic medicine and surgery concerning the work of the Society
and its members.
8. The Board of Trustees is responsible for monitoring and
proposing legislation which might directly impact patients or the
osteopathic profession.
9. The Board of Trustees shall promote membership in the
Society to all osteopathic physicians practicing in Minnesota.
10. The Board of Trustees shall endorse an osteopathic
candidate for the position or positions available on the Minnesota
Board of Medical Practice.
B. Vacancies. The president has the authority to fill an
unexpired term of a Trustee or the position shall remain vacant
until the next official election of the Trustees.
C. Quorum. Six members of the Board of Trustees shall
constitute a quorum.
Section 2. Executive Committee.
A. Membership.
1. The Executive Committee is composed of the president,
president-elect, immediate post president, and the treasurer. The
executive director serves as the secretary of the committee.
B. Duties.
1. The Executive Committee shall meet at the call of the
president, as business requires, and shall present a report of its
action to the Board of Trustees.
2. The Executive Committee may act for the Board of Trustees
between meetings.
C. Quorum.
1. Three members of the Executive Committee shall constitute a
quorum.
ARTICLE 7. COMMITTEES
Section 1. The following are the Standing Committees of this
Society:
A. Nominating. Immediate past president, as chair,
president-elect and two trustees.
B. Legislative: President-elect, as chair, immediate past
president, osteopathic physician on the Licensing Board. A trustee
and two members of the Society. The committee is not to exceed seven
total members.
C. Membership: Treasurer, as chair, the student and resident
Trustees and two members of the Society.
D. Continuing medical education: President-elect, as chair.
Two Trustees and two members of the Society.
E. The president may establish ad-hoc committees as the
need arises.
Section 2. The president shall appoint all committee members not
specifically designated.
ARTICLE 8. INDEMNIFICATION
Section 1. Indemnification of Trustees and Officers
Each person who was or is a party or is threatened to be
made a party to or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, administrative
or investigative (hereinafter a “proceeding”), by reason of the fact
that he or she, or a person of who he or she is the legal
representative, is or was a Trustee or officer of the Society or is
or was serving at the request of the Society as a Trustee or officer
of another corporation, or of a partnership, joint venture, trust or
other enterprise. Shall be indemnified and held harmless by the
Society to the fullest extent authorized by the laws of Minnesota as
the same now or may hereafter exist (but in the case of any change,
only to the extent that such change) against all costs, charges,
expenses, liabilities and losses (including attorney’s fees,
judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who
has ceased to be a Trustee or officer and shall inure to the benefit
of his heirs, executors and administrators. The right to
indemnification conferred in this Article 8, Section 1, shall be a
contract right and shall include the right to be paid by the Society
the expenses incurred in defending any such proceeding in advance of
its final disposition upon receipt by the Society of an undertaking,
by or on behalf of such Trustee or officer, to repay all amounts so
advanced if it shall ultimately be determined that the Trustee or
officer is not entitled to be indemnified under this section or
otherwise. The Society may, by action of its Board of Trustees,
provide indemnification to employees and agents of the Society with
the same scope and effect as the foregoing indemnification of
Trustees and officers.
Section 2. Right of Claimant to bring Suit
If a claim under Article 8, Section 1, is not paid in full
by the Society within thirty days after a written claim has been
received by the Society, the claimant may at any time thereafter
bring suit against the Society to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall
also be entitled to be paid the expense of prosecuting such claim.
It shall be a defense to any action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking has
been tendered to the Society) that the claimant has failed to meet a
standard of conduct which makes it permissible under Minnesota law
for the Society to indemnify the claimant for the amount claimed.
But the burden of proving such defense shall be on the Society.
Neither the failure of the Society (including the Board of Trustees
or independent legal counsel) to have made a determination prior to
the commencement of such action that indemnification of the claimant
is permissible in the legal counsel) that the claimant has not met
such standard of conduct, nor the termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall be a defense to the action or
create a presumption that the claimant has failed to meet the
required standard of conduct.
Section 3. Non-exclusivity of right
The indemnification provided by Article 8, Section 1,
shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any by-law, agreement,
vote or disinterested trustees or otherwise, both as to action in
his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a Trustee or officer, shall insure to the benefit of
the heirs, executors and administrators of such a person.
Section 4. Insurance.
The Society will purchase and maintain insurance on behalf
of any person who is or was a Trustee, officer or employee or agent
of the Society, or who is or was serving at the request of the
Society as a trustee, officer, employee or agent of another
corporation, partnership, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Society would have the power to
indemnify him against such liability under the provisions of Article
8, Section 1.
Section 5. Expenses as a Witness.
To the extent that any trustee or officer of the Society
is by reason of such position, or a position with another entity at
the request of the Society, a witness in any proceeding, he shall be
indemnified against all costs and expenses actually and reasonably
incurred by him or on his behalf in connection therewith.
Section 6. Effect of Amendment.
Any amendment, repeal or modification of any provision of
these by-laws, by the Trustees of the Society shall not adversely
any rights or obligations then existing, with respect to any state
of facts or obligations then existing, or any action, suit or
proceeding therefore, or thereafter brought or threatened based in
whole or in part upon any such state of facts.
ARTICLE 9. GENDER DISCLAIMER
The Minnesota Osteopathic Medical Society is open to
persons of both sexes and does not discriminate against any person
because of sex, race, religion, age, disability; therefore, the
working document herein importing the masculine or feminine gender
includes the other gender and imports no such discrimination.
ARTICLE 10. DISSOLUTION OF THE SOCIETY
If due to unforeseen circumstances, it is determined that
the Minnesota Osteopathic Medical Society will dissolve, a
two-thirds vote of the entire membership of this Society is
required. All debts owed will be paid in full prior to dissolution.
In addition, any monies remaining will be donated to the American
Osteopathic Association.
ARTICLE 11. AMENDMENTS
These by-laws may be amended at any regularly called
meeting by a majority vote of those present, provided that a notice
of such amendments shall have been mailed to all active members not
less than one month or no more than six months prior to the meeting.
The mailing can be done by post mail or by E-mail, and the notice
will also be posted on the official web site with the same
requirements.
February 2, 2003
January 25, 2002
December 9, 2001
Includes proposed revisions by Board of Directors 05/10/02 |
