Bylaws

The following bylaws were developed to serve as the foundational framework governing the operations, responsibilities, and regulations within the Monroe Owen County Medical Society.

Article I – Name

The name of this organization is the Monroe Owen County Medical Society, Inc. (the “Society”).

Article II – Purpose and Powers

Section 1. Purposes

The purposes of this Society shall be to form an organization of the physicians of Monroe and Owen Counties:

To advance the practice of medicine in Monroe and Owen counties, promote high standards in patient care, facilitate continuing medical education and collegiality among members, and advocate for our patients, our community, and the medical profession.
With other county societies, form the Indiana State Medical Association (ISMA), and through it, with other state medical associations, form and maintain the American Medical Association (AMA).
To perform any purpose which a nonprofit, mutual benefit corporation is authorized under the Indiana Nonprofit Corporation Act of 1991.

Section 2. Powers

Except as provided otherwise by the Articles of Incorporation or by these Bylaws, the Society shall have all powers which a mutual benefit not for profit corporation may have if organized under the Indiana Nonprofit Corporation Act of 1991, as amended, and shall have such additional powers as are permitted by any applicable law. Such powers shall expressly include, but not be limited to, power to acquire and hold title to such real estate and personal property as may be necessary to accomplish its purposes and to carry on such functions and activities as deemed necessary to effectively accomplish the above purposes. The Society shall engage in no activity that cannot reasonably be considered incidental or necessary to its charitable, educational, or scientific purposes.

Article III – Membership

Section 1. Classes of Members

There shall be four classes of members including regular, senior, dues-exempt, and honorary members.

All members shall reside or practice medicine in Monroe or Owen County. All members shall abide by the principles of medical ethics as promulgated by the AMA. Members shall pay dues (or be dues-exempt) according to the Society’s Administrative Regulations.
Qualifications for membership and associated membership rights for each class of members are as follows.
- Regular member. A physician who holds the degree of Doctor of Medicine or Doctor of Osteopathic Medicine (or equivalent non-U.S. medical degree) and holds a valid, unrestricted or probationary license to practice medicine in the State of Indiana. Regular members shall have full membership rights to vote, participate in discussions, hold office, and serve on committees.
- Senior member. A physician over age 70 who holds the degree of Doctor of Medicine or Doctor of Osteopathic Medicine (or equivalent non-U.S. medical degree), resides or practices in Monroe or Owen County, and has been a member in good standing in this or another component medical society in Indiana for not less than twenty years. Senior members have full membership rights to vote, participate in discussions, hold office and serve on committees. Senior members may request a reduction in dues according to the Society’s Administrative Regulations.
- Dues-exempt member. Dues exemptions will be considered by request, in accordance to the Society’s Administrative Regulations and as long as the individual qualifies as defined by the ISMA Bylaws. Types of dues-exempt members include disabled, inactive, financial hardship, resident physician, medical student, and military. Dues- exempt members may participate in discussions, vote, and serve on committees. Disabled, inactive, and financial hardship dues-exempt members may hold office. Dues-exempt members may be subject to a fee for certain events and activities as determined by the Board of Directors or per the Society’s Administrative Regulations.
- Honorary member. An individual whose deeds or actions have rendered great service to the Society and/or our communities or an individual who was a Senior member of the Society, but who has moved out of our Society’s counties. Honorary members are welcome to participate in activities of the Society, but are not eligible to vote, serve on committees, or hold office. Honorary members hold this distinction indefinitely unless revoked as noted in Sections 6 and 7 of these Bylaws. Honorary members may be subject to a fee for certain events and activities as determined by the Board of Directors or per the Society’s Administrative Regulations.

Section 2. Application for Membership

All members of the Society also must be members of the ISMA in accordance with ISMA Bylaws. A candidate for membership in the Society shall first make application either in writing or electronically with the ISMA. The applicant shall also complete either in writing or electronically the Society membership application form. The Executive and Associate Directors of the Society review both applications for completeness. The applications are then sent to the Board of Directors for review/comment with a seven (7) day deadline. If there are no adverse comments or significant questions/concerns, the applicant becomes a provisional member of the Society as per the ISMA Bylaws. These applications are then placed on the agenda of the next Society Board meeting for discussion and approval. The applicant is invited to attend this Board meeting for the dual purpose of allowing the Board members to meet the applicant and to explain the functions of the Society. It is encouraged, but not required, for the applicant to attend this meeting. At this meeting, the Board of Directors shall vote to either accept or reject the application. Such determination shall be made by a majority of board members present and voting where a quorum is established. If the applicant is approved at this board meeting, they become an active member of the Society. The full membership of the Society will be informed of the new members electronically within fourteen (14) days. If the applicant is rejected by majority vote of the Board of Directors, their application is filed by the Executive or Associate Director of the Society and the applicant so notified including the reason for the rejection. A candidate/applicant for membership whose application for membership has been rejected by the required vote may re-submit their application six months after the date of such rejection.

Section 3. Membership by Transfer

A physician applying for membership in the Society as a transfer from any other Indiana County medical society shall submit an application to the Society as a new member applicant. The Executive or Associate Director shall request and obtain the applicant’s full ISMA membership application as well. The Board of Directors shall consider this as a new member applicant and follow the same process as outlined in Article III, Section 2.

Section 4. Discipline

A member shall be liable to censure, suspension, or expulsion for one or more of the following causes of action:

Gross misconduct as a physician;
Gross misconduct as a citizen;
Conviction of a felony;
Violation of the provisions of the Articles, Bylaws, or Administrative Regulations;
Failure to pay dues;
Violation of the principles of medical ethics governing the profession as codified by the AMA.

Section 5. Suspension, Expulsion or Termination of Membership

Any member in good standing may tender their resignation at any time via written communication to the Board of Directors (the written communication may be provided by email or another method of electronic transmission as a permissible method of delivery).
The Board of Directors may vote at a regular meeting, emergency meeting, or meeting conducted via teleconference (or any means of communication by which all directors participating may simultaneously hear each other during the meeting) to censure, suspend for an indefinite period, or expel any member when such action is deemed to be in the best interest of the Society as outlined in Article III, Section 4, which shall be at the sole discretion of the Board of Directors after a proper procedure as noted in Article III, Section C below. The voting on a motion to censure, suspend, or expel, shall be approved by affirmative vote of the majority of the Board of Directors at said meeting at which a quorum is present.
A member shall not be expelled or suspended and a membership in the Society may not be terminated or suspended except under a procedure that is fair and reasonable and carried out in good faith, which shall involve at least the following steps:
- Written notice of the expulsion, suspension or termination and the reasons for the expulsion, suspension, or termination not less than thirty (30) days prior to the effective date of the expulsion, suspension or termination and provided by first class or certified mail sent to the last address of the member shown on record; and
- An opportunity for the member to be heard by the Board of Directors, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination (the writing may be provided by email or another method of electronic transmission as a permissible method of delivery).
- A member expelled from the Society for any cause shall be eligible for membership after one year from the date of expulsion, and on the same terms and in like manner as for original applicants. A member who has been suspended shall automatically become a member in good standing again upon expiration of the period of suspension and payment of any dues then current.
Membership within the Society shall terminate immediately upon the death of the applicable member.

Article IV – Dues and Assessments

Section 1. Annual Dues

The annual dues shall be in an amount determined by the Board of Directors, and any increase in the amount will be determined by a vote of the Board of Directors. Dues are payable when billed, once annually.

Section 2. Assessment Levy

The Society shall have the power to levy an assessment on each member with a ballot vote of the membership entitled to vote. The passage is dependent upon the majority approval of the members, provided a quorum of members returns a ballot.

Section 3. Inurement

No part of earnings or assets of the Society shall inure to the benefit of any individual, other than reimbursements for reasonable expenses incurred on the Society’s behalf.

Article V – Officers

Section 1. Officers

The officers of the Society shall be a President, President-Elect, Immediate Past President, and Secretary-Treasurer.

Qualification. Each officer shall be an individual who is a member of the Society, and each officer shall also be a Director of the Society. Officers must be members qualified to hold office as outlined in Article III, Section 1.
Election. The President-Elect and Secretary-Treasurer shall be nominated by a majority of the Board of Directors and elected annually, along with the slate of directors, by affirmative vote of a majority of the members at the members’ annual meeting, or as soon thereafter as conveniently possible by electronic or written vote.
Term. The President-Elect and Secretary-Treasurer shall be elected by membership for a term of one year or until a successor is duly elected and qualified, or until such officer’s earlier death, disability, resignation or removal in the manner hereinafter provided. The President-Elect will automatically succeed to the role of President after a one-year term as President-Elect. The President shall automatically succeed to the role of Immediate Past President after the one-year term as President. The Immediate Past President shall serve a term of one year. The Secretary-Treasurer may be elected to a maximum of two (2) successive one-year terms. The President may be elected to a maximum of two (2) successive one-year terms in the event that there is no President-Elect to fill the role of President.
Resignation. An officer may resign at any time by delivering written notice to the Board of Directors. A resignation shall be effective when the notice is effective under these Bylaws, unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Board of Directors accepts the future effective date, the Board of Directors may fill the vacancy before such date, provided the successor does not take office until such later effective date.
Removal. An officer may be removed with or without cause by the Board of Directors whenever in the judgment of the Board the best interests of the Society will be served thereby.
Vacancy. The Board of Directors shall fill a vacancy created for any reason by electing a successor in the same manner as provided in these Bylaws for the election or ascension of any other officer.
No Contract Rights Created. The election of an officer shall not create any contract rights. Removal or resignation of an officer shall not affect any contract rights of the officer or the corporation otherwise existing.

Section 2. President

The President shall preside at the meetings of the Board of Directors and general membership and perform such other duties as custom and parliamentary usage may require. They will serve as the physician leader of the organization in communications with the membership, the public, and the ISMA and ensure that the Board and members are properly informed about the activities of the Society. In conjunction with the Society’s Executive Director, they will develop an agenda for the regular Board and membership meetings and ensure that the Board’s work is conducted in an efficient and collegial manner.

Section 3. President-Elect

The President-Elect shall assist the President in the performance of their duties, shall preside in the absence of the President, and in the event of the death, resignation, or removal from the county of the President, shall succeed to the Presidency. The President-Elect will automatically succeed to the Presidency when the current President’s term has ended.

Section 4. Immediate Past President

The Immediate Past President shall serve as an advisor to the other officers in the performance of their duties when needed.

Section 5. Secretary-Treasurer

The Secretary-Treasurer, in conjunction with the Executive and Associate Directors, shall ensure that all secretarial functions are performed for the Board of Directors and Executive Committee. They serve as the custodian of the official books. Secretarial duties include recording of minutes at all Board of Directors and general membership meetings, maintaining a record of all members of the Society, and updating the record as needed to reflect new members and changes in the status of members, furnishing membership information to the ISMA as appropriate when requested, ensuring the security and confidentiality of files and records of the corporation and ensuring that all records of the Society be passed on to future officers. The Secretary-Treasurer, in conjunction with the Executive and Associate Directors, shall ensure that the duties of Treasurer are fulfilled. These duties include ensuring that all dues and moneys paid to or disbursed by the Society are properly recorded and all appropriate financial records are maintained in accordance with current accounting practices, providing a report on the financial state of the Society as requested, and ensuring that a current financial statement is available at all board and membership meetings.

Section 6. Delegation of Powers

For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or Director, but no officer or Director shall execute, acknowledge, or verify any instrument in more than one capacity.

Article VI – Board of Directors

Section 1. Directors.

The Board of Directors shall direct the management of the business and affairs of the Society. All corporate powers shall be exercised by or under the authority of the Board of Directors.

Qualification. Only members eligible to hold office according to Article III, Section 1 may serve on the Board of Directors.
Number. The Board of Directors is made up of the officers and up to ten (10) additional directors, as determined from time to time by the Board of Directors. The Board of Directors must consist of at least four (4) members.
Terms. Each director shall serve a term of two calendar years. An incumbent director’s term shall not be shortened by a decrease in the number of directors or term of office. The term of a director filling a vacancy expires at the end of the unexpired term that the director is filling.
Nomination and Election of Directors. Nominations for directors may be made by voting members at any time by written, in-person or electronic method to any current Board member. Additionally, a call for nominations will be issued to members before a term expires. All nominations will be reviewed by the Board of Directors, who will decide on a slate of candidates to fill vacant positions. The slate of candidates will be distributed to the membership for comment at least 14 days prior to the election. The election of the slate of directors to fill vacancies occurring at the expiration of terms shall be by a majority vote of the voting membership at an annual meeting or by electronic or written ballot before the new terms shall begin.
Resignation. A director may resign at any time by delivering written (including electronic) notice to the President of the Society or any two directors. A resignation shall be effective when the notice is received under these Bylaws, unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the vacancy before such date, provided the successor does not take office until such later effective date.
Removal. A director may be removed with or without cause by a vote of two-thirds of the Directors then in office.
Vacancy. The Board of Directors shall fill a vacancy created for any reason by electing or approving appointment of a director to fill such vacancy in the same manner as provided in these Bylaws for the election or appointment of the director whose vacancy is being filled.

Section 2. Insurance

The Society shall maintain director and officer liability insurance and general liability insurance at all times.

Section 3. Contracts

The Board of Directors may authorize any officer(s) or the Executive or Associate Director of the Society 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.

Article VII – Delegates

Section 1. Delegates

Any regular or senior member of the Society may serve as a Delegate to the ISMA. Disabled, inactive, financial hardship and military dues-exempt members may also serve as a Delegate to the ISMA.

Qualification. The Board of Directors will solicit membership for willing members to serve as delegates for each annual ISMA House of Delegate Meeting. In addition, any member can solicit themselves to the board as a willing candidate for this position. The Board of Directors shall then appoint delegates each year with preference given to current board members.
Number. The number of delegates and alternate delegates is determined by the ISMA. Delegates will be determined annually as noted in Article VII, Section 1A prior to the ISMA House of Delegates annual meeting.
Duties. Delegates shall attend the annual meeting of the House of Delegates of the ISMA and faithfully represent the members of the Society and physicians within Monroe and Owen counties. The Delegates shall make a report of the proceedings of that body to the Society at the earliest opportunity. Any delegate may attend Board of Director meetings but can only vote at said meetings if they are a Director.

Article VIII – Meetings

Section 1. Board of Directors Meetings

The Board of Directors shall meet at least two times per year to discuss the direction of the Society and to conduct any necessary business. Any meetings of the Board of Directors shall be held on such date(s) and at such time(s) as set by the Board of Directors. All meetings shall be held at a location designated by the Board of Directors or may be held via teleconference or videoconference (or any means of communication by which all directors and members participating may simultaneously hear each other during the meeting).

Section 2. General Meeting of the Membership

The Society shall hold at least one annual meeting. The annual meeting and any other meetings of the Society’s members for the transaction of such business as may properly come before the meeting, shall be held on such date(s) and at such time(s) as set by the Board of Directors. All meetings of the members shall be held at a location designated by the Board of Directors or may be held via teleconference or videoconference and specified in the notices of such meetings. The failure to hold the annual meeting during any year shall not work any forfeiture or a dissolution of the Society and shall not affect otherwise valid corporate acts. If an Annual Meeting (or any other membership meeting) is held, it should be designated by the Board of Directors and advertised appropriately to the membership, which shall be given by communicating to the members in person, mail or other method of delivery, or other electronic means capable of verification not less than fifteen (15) days before the meeting. The annual meeting will include a business meeting, in addition to any educational, social, or professional networking activities. The President (or another officer in the President’s absence) shall preside over all membership meetings.

Section 3. Urgent Meetings and Votes

The President may call for an emergency meeting of the Board of Directors or members, which may be conducted via teleconference or videoconference (or any means of communication by which all directors and members participating may simultaneously hear each other during the meeting), at any time to discuss urgent matters or hold a vote relevant to the Society and its members. A request for such meetings may also be made by writing to the President by the majority of the Board of Directors (the written request may be provided by email or another method of electronic transmission as a permissible method of delivery).
The President may also call for a vote via email by the Board of Directors or general membership. A call for an emergency vote by the general membership outside of general membership business meetings must be approved by the Board of Directors. Emergency votes via email by the Board of Directors and the membership shall comply with the requirements under Article IX.
The President may solicit and receive comments and responsive feedback at any time from members, including with regards to urgent matters, on particular issues related to the Society by any method of communications, including electronic communications (such as email). Such solicitation and responsive comments and feedback from the members shall not be considered a vote of the members unless specifically indicating a vote is requested. An electronic vote shall include at least fifteen (15) days for a response from membership.

Section 4. Electronic Records and Signatures

The Society approves the use of modern communication tools for the transaction of business contemplated by these Bylaws. An electronic record within the meaning of the Indiana Uniform Electronics Transaction Act (Indiana Code Section 26-2-8-101, et. seq.) as amended and in effect from time to time (“IUETA”) shall satisfy any requirement under these Bylaws regarding a record or other writing. An electronic signature within the meaning of the IUETA shall satisfy any requirement under these Bylaws with respect to a signature. The use of electronic records and of electronic signatures is authorized to fulfill and implement the provisions of these Bylaws, subject to such security procedures (within the meaning of the IUETA) as the Board of Directors may approve from time to time to assure the authenticity and validity of electronic records and electronic signatures that may be utilized for such purposes.

Article IX – Conduct of Meetings

Section 1. Voting

Conduct of voting. Voting on all matters upon which members are entitled to vote may be accomplished through verbal affirmation, paper ballot, or electronic ballot as authorized by the Board. Voting on all matters that directors are entitled to vote on may be accomplished through voice, written, or electronic vote.
Quorum. A quorum shall consist of 10% of, or at least twenty (20) voting members, whichever is less, for a general membership meeting or electronic ballot. For a Board of Directors meeting, a quorum shall consist of the greater of 1) two directors; or 2) 1/3 of directors then in office.
Majority to Act. The affirmative vote of a majority of the members or Board of Directors present at a meeting or via an electronic ballot at which a quorum is present or satisfied shall be the act of the members or Board of Directors, unless the affirmative vote of a greater number of members or Board of Directors is required by these Bylaws or Indiana law. An electronic ballot shall require at least fifteen (15) days for a response from membership.

Article X – Committees

Section 1. Executive Committee

The Executive Committee shall consist of the following officers: President, President-Elect, Immediate Past President, and the Secretary-Treasurer. The officers will be nominated by the Board of Directors and elected by the membership. The Executive Committee shall be advised by the Board of Directors and advisory to the President. Any member of the Executive Committee may preside over any Society meeting at the discretion of the President. Any formal action taken in an emergency shall be submitted for ratification by the Board of Directors or by the Society as specified in the Articles of Incorporation or by these Bylaws at the next regular meeting.

Section 2. Standing and Special Committees

The President may establish and appoint such other standing and special committees as they deem desirable. The life of a committee will be determined by the Board of Directors. Records retained by a standing or special committee shall be turned over to the Secretary-Treasurer at the conclusion of the committee’s existence. Each committee may exercise the authority of the Board of Directors to the extent permitted by law and as specified by the Board of Directors or in the Articles of Incorporation or by these Bylaws. To the extent authorized, a committee authorized to act for the Board of Directors shall have the duties and responsibility of the Board of Directors and shall be considered as such to the extent permitted by law. The Board of Directors shall be relieved from the duties and responsibilities so delegated to such a committee, subject to such limitations as are imposed by law. Actions and meetings of any committee authorized to act for the Board of Directors shall be conducted in accordance with and subject to the provisions of these Bylaws for actions and meetings of the Board of Directors.

Section 3. Special Interest Groups

The Board of Directors may establish special interest groups as they deem desirable. The life of a special interest group will be determined by the Board of Directors. Records retained by a special interest group shall be turned over annually to the succeeding group leader. Records retained by a special interest group shall be turned over to the Secretary-Treasurer at the conclusion of the group’s existence.

Article XI – Records

The Society shall keep correct and complete books and records of account and minutes of the proceedings of its Board of Directors or committees having any authority of the Board of Directors and shall keep these at its registered office. All books and records of the Society may be inspected by any director entitled to vote, or any director’s agent or attorney, for any proper purpose at any reasonable time.

Article XII – Administrative Regulations

Section 1. Establishment

The Board of Directors shall establish a body of administrative regulations to further govern the organization and operation of the affairs of the Society (the “Administrative Regulations”). Such Administrative Regulations shall cover such matters as are specifically required by these Bylaws and any other matters determined by the Board of Directors, including, but not limited to, dues and finances, committees, guidelines on general membership meetings and social activities, membership systems, hiring and evaluation of administrative staff, and such other important administrative matters as the Board of Directors shall deem important. In the event of a conflict between the language of these Bylaws and the language of the Administrative Regulations, the terms of these Bylaws shall prevail.

Section 2. Publication

The Administrative Regulations adopted by the Board of Directors shall be available to any member of the Society upon written request to the Board of Directors (the written request may be provided by email or another method of electronic transmission as a permissible method of delivery).

Section 3. Amendments

The Administrative Regulations of the Society may be amended by a majority vote of the Board of Directors.

Article XIII – Indemnification

If a Director or officer of the Society is made a party to or threatened to be made a party to, or is involved as a witness or otherwise in any proceeding, the Society shall indemnify the director or officer against liabilities and expenses incurred by him or her in connection with such proceeding as set forth in the Society’s Administrative Regulations.

Article XIV -Amendments and Revisions

Section 1. Proposals

A proposal to amend or revise the Articles of Incorporation or Bylaws may be presented to the Board of Directors in writing by a committee or any member in good standing (the written proposal may be provided by email or another method of electronic transmission as a permissible method of delivery). Proposed amendments or revisions to the Articles of Incorporation should not be in conflict with the Bylaws (and vice versa), or with the regulations of the ISMA. The Board of Directors will evaluate the proposed amendments and/or revisions. At its discretion, the Board of Directors may appoint a Bylaws Committee to review the proposed changes prior to presentation to the Board. An affirmative vote of a majority of the Board of the Directors at a meeting at which a quorum is present shall be required for Board approval.

Section 2. Approval

Amendments and revisions approved by the majority of the Board of Directors shall be presented to the general membership at the next general membership meeting or sooner via electronic communication if deemed necessary. An affirmative vote of a majority of voting members at a meeting at which a quorum is present shall be required for amendments and/or revisions to be passed.

Article XV – Dissolution

Section 1. Dissolution

The Society shall be dissolved upon the recommendation of the Board of Directors, upon the affirmative vote of two-thirds (2/3) of the Board of Directors then in office at a meeting at which a quorum is present, followed by the affirmative vote of two-thirds (2/3) of the voting members at a meeting of the membership in which a quorum of members is present.

Section 2. Assets and Liabilities

Upon the dissolution or complete liquidation of the Society, and after payment, or provisions are made for the payment, of all liabilities and debts of the Society the remaining assets of the Society shall be distributed to the Indiana State Medical Association or the American Medical Association (in amounts to each organization as determined by the Board of Directors after consultation with the ISMA and AMA).