Arkansas Medical Society Constitution and Bylaws

Amended May 6, 2017

ARTICLE I.

Name of Society

The name of this organization shall be the Arkansas Medical Society.

ARTICLE II.

Purposes of the Society

The purposes of this Society shall be:

  1. To federate and bring into one compact organization the entire medical profession of the State of Arkansas and to unite with similar societies of other states to form the American Medical Association;
  2. To extend medical knowledge and advance medical science;
  3. To elevate the standard of medical education, and to secure the enactment and enforcement of just medical laws;
  4. To promote friendly intercourse among physicians;
  5. To guard and foster the material interests of its members and to protect them against imposition;
  6. To enlighten and direct public opinion in regard to the great problems of state medicine, so that the profession shall become more capable and honorable within itself, and more useful to the public in the prevention and cure of disease and in prolonging and adding comfort to life; and
  7. To maintain medical ethics and to secure compliance with the art and science of medical practice.

ARTICLE III.

Component Societies

Component societies shall consist of those societies which hold charters from this Society as provided in the bylaws.

ARTICLE IV.

Members

The Arkansas Medical Society is composed of individual members of its component societies and others as may be provided for in the bylaws.

ARTICLE V.

Sections and District Societies

The House of Delegates may provide for a division of the work of the Society into appropriate sections, and for the organization of such district societies as will promote the best interests of the profession; such societies to be composed exclusively of members of this Society.

ARTICLE VI.

House of Delegates

The House of Delegates shall be the legislative and policy-making body of the Society composed of members elected by the component societies and others as provided in the bylaws. The House of Delegates shall transact all business of the Society not otherwise provided for in this Constitution and Bylaws and shall elect the general officers except as may be provided in the Bylaws.

ARTICLE VII.

General Officers

The officers of this Society shall be a president, president-elect, vice president, speaker of the House of Delegates, vice speaker of the House of Delegates, a secretary, a treasurer, an immediate past president, and district trustees. Their qualifications and terms of office shall be as provided in the Bylaws.

ARTICLE VIII.

Board of Trustees

Section 1. Duties

The Board of Trustees, or the Board shall be the executive body of the House of Delegates and between sessions of the House shall exercise the power conferred on the House of Delegates by the Constitution and Bylaws. It shall constitute the Finance Committee of the House of Delegates.

Section 2. Composition

The Board of Trustees shall consist of the district trustees, the president, vice president, president-elect, secretary, treasurer, immediate past president, speaker of the House of Delegates, and the student trustees. The past presidents, vice speaker and parliamentarian of the House of Delegates and the delegates and alternate delegates to the American Medical Association shall be members ex-officio without vote.

Section 3. Executive Committee

The chairman of the Board of Trustees, the president, the president-elect, the vice president, the secretary, the treasurer, and the immediate past president shall constitute the Executive Committee of the Board. The chairman of the Board shall serve as chairman of the Executive Committee. The Executive Committee shall have such powers and duties as provided in the Bylaws and as may be defined from time to time by resolution of the Board.

ARTICLE IX.

Sessions and Meetings

The Society shall hold a meeting of the House of Delegates at least annually and at other times as deemed necessary or as provided in the Bylaws. The place and time for holding each meeting shall be determined by the Board of Trustees.

ARTICLE X.

Funds, Dues and Assessments

Funds may be raised by annual dues, or assessments, on the members of the Society except as provided in the Bylaws. The amount of dues or assessments shall be fixed by the House of Delegates on four-fifths vote of the delegates present, provided that a written notice has been sent to all dues paying members at least 90 days prior to the House of Delegates meeting.   Funds may also be raised from voluntary contributions, society publications and services. All resolutions appropriating funds must be referred to the Board of Trustees before action is taken thereon.

ARTICLE XI.

Referendum

The House of Delegates may, by a two-thirds vote, order a general referendum on any question pending before it, and when so ordered the House of Delegates shall submit such questions to the members of the Society, who may vote by mail or in person. If the members voting shall comprise a majority of all the members of the Society, a majority of such vote shall determine the question and be binding upon the House of Delegates.

ARTICLE XII.

The Seal

The Society shall have a common seal, with power to break, change or renew the same at pleasure, by action of the House of Delegates.

ARTICLE XIII.

Amendments

The House of Delegates may amend any article of this constitution by a two-thirds vote of the delegates present at any meeting of the House of Delegates, provided that the amendment shall have been communicated to all members at least 45 days prior to the meeting.

Bylaws

CHAPTER I.

Membership

Section 1. General Requirements

A person seeking application to this Society must fulfill at least one of the following requirements:

(A)   possess the degree of Doctor of Medicine or Osteopathy and hold a license to practice medicine and surgery issued by the Arkansas State Medical Board; (B) serve as an intern/resident in an approved training program in this state; or (C) be enrolled as a medical student in an approved medical school in this state. Any person when becoming a member shall agree to abide by the Constitution and Bylaws of this Society and by any changes which from time-to-time may be made. The member further agrees to abide by the Principles of Medical Ethics of the American Medical Association.

Section 2. Membership Categories

Categories of membership are: A. Active; B. Active Direct; C. Life; D. Emeritus; E. Affiliate; F. Associate; G. Retired.

 A. Active

Active members are members of component societies who are entitled to exercise the rights of membership in their component society. A person eligible for Active membership shall become a member of this Society upon certification by the secretary of the component society to the Arkansas Medical Society executive vice president that the person meets the requirements for membership in Chapter I, Section 1, of these Bylaws. Intern/residents and medical students shall be entitled to the same rights and privileges accorded other members except that they shall not chair committees.

B. Active Direct

Active direct members are those who apply for membership in this Society directly rather than through a component society.

(1)   Active direct members are admitted to membership upon application to the executive vice president and after approval by the Executive Committee of the Arkansas Medical Society. When reviewing applicants for direct membership, the Executive Committee shall establish that the applicant meets the requirements of membership as outlined in Chapter I, Section 1, of these Bylaws and may consider information pertaining to the character and ethics of the applicant. The committee shall provide by rule for an appropriate hearing procedure to be provided to the applicant.

(2)   The Arkansas Medical Society shall immediately notify the secretary of each component society of the name and address of those applicants for active direct membership residing within its jurisdiction.

(3)   Objections to applicants for active direct membership must be received by the executive vice president within 30 days of receipt by the component society of the notification of application. Any objections will be referred to the Executive Committee of the Arkansas Medical Society for disposition.

(4)   Active direct members shall have the right to vote, hold office and all other privileges of membership in this Society.

C. Life

A physician who has been an active or active direct member of this Society for a period of ten years and who has continuously been a member of organized medicine and has either (1) attained age seventy or (2) practiced forty-five years shall be eligible for life membership. Such status shall be granted by the House of Delegates upon the recommendation of the members’ component society or, in the case of an active direct member, the Executive Committee of the Arkansas Medical Society. Life members shall have the right to vote, hold office and all other privileges of membership in this Society except that they shall not hold office unless they have an unrestricted license to practice medicine in Arkansas.

D. Emeritus

A physician who has been an active or active direct member of this Society for a period of ten years and who has continuously been a member of organized medicine for less than forty-five years and who has fully retired from the practice of medicine shall be eligible for emeritus membership. Such status shall be granted by the House of Delegates upon the recommendation of the members component society or, in the case of an active direct member, the Executive Committee of the Arkansas Medical Society. Emeritus members shall be entitled to all privileges of this Society except that they shall not hold office.

E. Affiliate

An active or active direct member in good standing may be granted affiliate membership where one or more of the following conditions exists: physical or other disability of a character preventing the practice of medicine, a serious and prolonged illness, financial reverses or service in the armed forces of the United States, not as a career officer. Affiliate membership shall be on an annual basis only and must be recommended each year for such special status by the member’s component society or, if an active direct member, the Arkansas Medical Society Executive Committee following a review and reassessment of the particular situation. Affiliate members shall enjoy full membership privileges except that they shall not have the right to vote or hold office.

F. Associate

Physicians who are licensed to practice medicine and surgery in this state as well as an adjacent state and are engaged in the delivery of health services in both states may become associate members of this society provided they are active members of the state medical association in the adjoining state. Associate members may vote as provided in this Constitution and Bylaws and may serve on all committees, but shall not hold office.

G. Retired

A physician who has fully retired from the practice of medicine but does not otherwise meet the criteria for Emeritus membership shall be eligible for retired membership. Retired members shall pay one-half the full dues rate. Retired members shall be entitled to full membership privileges except that they shall not vote or hold office.

Section 3. Dues Exemption

  1. Affiliate members shall be exempt from the payment of dues and assessments.
  2. Associate members shall pay one-half of all dues and assessments.
  3. New active members of the Society who join during their first year of practice in Arkansas shall pay one-fourth of the regular membership dues. The following year the dues assessment shall be one-half the regular rate. In the third year, the dues assessment shall be three-fourths the regular rate. Thereafter, full dues are payable.
  4. The House of Delegates upon recommendation from the Board of Trustees may assess a nominal annual fee on life and emeritus members to cover administrative and overhead costs associated with providing Society publications and services.
  5. Intern/resident and medical student members may be assessed a nominal membership fee. Such amounts, if any, shall be set by the Board of Trustees.

Section 4. Delinquency

Members are considered delinquent if their dues and assessments are not received by this Society by March 1, of each year, or by such other date as may be prescribed by the House of Delegates. Delinquent members shall not be entitled to any rights or benefits of this Society, nor shall they take part in any of its proceedings until such delinquency has been resolved.

Section 5. Suspension or Termination of Membership

  1. Any member shall have their membership suspended or terminated for failure to pay their annual dues and assessments or upon official notification from a component society that a member is not in good standing, subject to the member’s right of appeal as provided in Section 6 of this Chapter.
  2. The Executive Committee, after due notice and hearing, may suspend or terminate a person’s membership in the Arkansas Medical Society for an infraction of the constitution or these Bylaws, for a violation of the Principles of Medical Ethics, or for unethical or illegal conduct, subject to the member’s right of appeal as provided in Section 6 of this Chapter.
  3. Membership in the Arkansas Medical Society shall automatically be terminated if a member ceases to meet the requirements for membership as specified in Section 1 of this Chapter. This provision shall not apply to life or emeritus members who have fully retired from the practice of medicine.

Section 6. Appeals

  1. Any member who may feel aggrieved by the action of this Society or of the member’s component society in denying membership, or in suspension or termination, shall have the right to appeal to the Board of Trustees.
  2. Notice of Appeal shall be filed with the Board within thirty (30) days of the date of the action on which the appeal is taken, and the appeal shall be perfected within ninety (90) days thereof. The decision of the Board shall be final.
  3. The Board chairman shall have the power to appoint special committees from among the members of the Board to hear appeals; provided no member from the same trustee district as the appellant shall serve on said committee.
  4. The Board of Trustees shall establish rules and procedures to be followed in hearing appeals and shall furnish these to all parties involved in the appeal upon receipt of the Notice of Appeal.

CHAPTER II.

Component Societies

Section 1. Charters for Component Societies

  1. All component societies now in affiliation with this Society or those which may hereafter be organized in this state, which have adopted principles of organization not in conflict with this Constitution and Bylaws, shall, on application and submission of their constitution and bylaws, receive a charter from and become a component part of this Society.
  2. As rapidly as can be done after the adoption of this Constitution and Bylaws, a medical society shall be organized in every county in the state in which no component society exists, and charters shall be issued thereto.
  3. Charters shall be issued only on approval of the Board of Trustees and shall be signed by the president and secretary of this Society. Upon the recommendation of the Board, the House of Delegates may revoke the charter of any component society whose actions are in conflict with the letter or spirit of this Constitution and Bylaws.

Section 2. Component Organization

Only one component medical society shall be chartered in any county, except in the counties where medical schools are located. In those counties there may be, in addition to the regular county medical society, one component society for interns and residents and one component society for medical students. Where more than one component society exists in any other county, friendly overtures and concessions shall be made, with the aid of the district trustee if necessary, and all of the members brought into one organization. In case of failure to unite, an appeal may be made to the Board of Trustees which shall decide what action shall be taken.

Section 3. Membership Qualifications

Each component society shall judge the qualifications of its own members, but as such societies are chartered components of the Arkansas Medical Society, every person who possesses the qualifications for membership required by Chapter I, Section 1 of these Bylaws shall be eligible for membership.

Section 4. Transfers

Members in good standing in a component society who move to another county in this state shall be given a written certificate of these facts by the secretary of the component society, without cost, for transmission to the secretary of the society in the county to which they move. Pending their acceptance or rejection by the society in the county to which they move, such member shall be considered to be in good standing in the county society from which they were certified and in the Arkansas Medical Society to the end of the period for which their dues have been paid.

Section 5. County Jurisdiction

Physicians living near a county line may hold their membership in that county society most convenient for them to attend, on permission of the component society in whose jurisdiction they reside.

Section 6. Efforts to Increase Membership

Each component society shall have general direction of the affairs of the profession in its county, and its influence shall be constantly exerted for bettering the scientific, moral and material condition of every physician in the county; and systematic efforts shall be made by each member, and by the society as a whole, to increase the membership until it embraces every qualified physician in the county.

Section 7. Representation in the House of Delegates

At some meeting in advance of the Annual Session of this Society, each component society shall elect a delegate or delegates to represent it in the House of Delegates as provided in Chapter IV, Section 5 of these Bylaws and the secretary of the component society shall send a list of such delegates to the executive vice president of this Society at least ten days before the Annual Session.

Section 8. Responsibilities of Secretary

The secretary of each component society shall endeavor to keep a roster of its members, and of the non-affiliated licensed physicians of the county, in which shall be shown the full name, address, college and date of graduation, date of license to practice in this state and such other information as may be deemed necessary. In keeping such roster, the secretary shall note any changes in the personnel of the profession by death, or by removal to or from the county, and in making the annual report shall endeavor to account for every physician who has lived in the county during the year.

Section 9. Annual Report

It is recommended that the secretary of each component society forward an Annual Report to the offices of this Society no later than March 1 of each year. Such report shall include but not be limited to:

  1. Names of officers and their terms
  2. Names of delegates
  3. Names of physicians who have been dropped from membership
  4. Names of deceased physicians
  5. Names of members requesting change in membership category

CHAPTER III.

Annual and Special Sessions of the Society

Section 1. Annual Sessions

The Society shall hold an Annual Session of the House of Delegates at such place as has been fixed by the Board of Trustees.

Section 2. Special Meetings

Special meetings of the House of Delegates shall be called by the president on petition of the Board of Trustees, twenty delegates, or fifty members.

CHAPTER IV.

House of Delegates

Section 1. General

  1. The House of Delegates shall convene during the Annual Session at a time designated by the Board of Trustees. It may recess from time to time as may be necessary to complete its business; provided that its hours shall not conflict with the general meetings.
  2. The order of business shall be arranged as a separate section of the Annual Session program.
  3. The House of Delegates shall establish its own rules of procedure.

Section 2. Items of Business

  1. All reports and resolutions received by the executive vice president shall be printed in The Journal of the Arkansas Medical Society in the month preceding the Annual Session, provided they are received prior to the publication deadline.
  2. All reports, resolutions, and other items of business received by the executive vice president twenty days prior to a meeting of the House of Delegates shall be included in the meeting agenda.
  3. Any item of business not submitted to the executive vice president twenty days prior to the meeting of the House of Delegates must have a two-thirds consent of attending delegates for introduction at such session.

Section 3. Reference Committees

The speaker of the House of Delegates may appoint an appropriate number of reference committees from the membership. The chairman shall be appointed by the speaker. The reference committees shall serve only during the convention for which they are appointed.

  1. Reports of committees, reports of officers, and resolutions submitted for consideration of the House of Delegates may be referred to a reference committee at the discretion of the speaker.
  2. The reference committee shall hold an open hearing at which any member of the Society may speak on proposals before the committee.
  3. The reference committee shall recommend to the House of Delegates an appropriate course of action on each proposal referred to the committee.
  4. The House of Delegates shall hold an open hearing on any proposals not referred to a reference committee, as provided above in Paragraph B, during which any member of the Society may speak and present testimony. At the conclusion of such hearing, the House of Delegates shall take appropriate action on each of the proposals.

Section 4. Composition

The House of Delegates shall consist of:

A. Delegates elected by component societies in accordance with Section 5 of this chapter, or as provided in Section 9 of this chapter.
B. The Board of Trustees as defined in Chapter VII, Section 2
C. The vice speaker of the House of Delegates and past presidents of the Society.

D. Delegates elected by Arkansas medical specialty societies in accordance with Section 6 of this chapter.

E. Any Active or Active Direct member of this Society who has paid their annual dues for the current year, and has registered for the House of Delegates meeting. This paragraph does not apply to intern/residents and medical students.

Section 5. Representation of Component Societies

Representation for the House of Delegates shall be based upon the number of active, active direct, life, emeritus and associate members as of December 31 of the year preceding the annual meeting. Medical student and intern/resident members shall not be included in the enumeration of active and active direct members for purposes of representation.

  1. Each regular county society shall be entitled to send to the House of Delegates each year one delegate for every twenty-five Arkansas Medical Society members, as specified in this section, and one for each major fraction thereof. Each county society shall be entitled to at least one delegate.
  2. Each component society composed of intern/resident members shall be entitled to one delegate per 100 members.
  3. Each component society composed of medical student members shall be entitled to one delegate per 100 members.

Section 6. Representation of Medical Specialty Societies

Each medical specialty society approved by the AMS Board of Trustees shall have authority to select one voting delegate to serve in the House of Delegates. An alternate delegate shall be selected and may serve in the absence of the delegate.

A. Selection of specialty societies for representation. To qualify for delegate representation in the House of Delegates a specialty society must:

(1)     Represent a medical specialty or subspecialty for which there is a national examining board listed in the Directory of Graduate Medical Education Programs Accredited by the Accreditation Council for Graduate Medical Education.

(2)     Be an Arkansas specialty society of at least 20 members with at least 50% of its physician membership AMS members. A society that meets all other criteria but has less than 20 members may be considered for delegate representation if it can demonstrate that it is not otherwise represented and is recommended by the AMS Executive Committee.

(3)     Be an active organization as evidenced by an established Constitution and Bylaws, periodic election of officers, yearly meetings, and registration with the Arkansas Secretary of State.

B. The Executive Committee shall receive the applications of all specialty societies seeking representation, certify that all criteria have been met, and make appropriate recommendations to the Board of Trustees.

C. Qualification of delegates. All specialty society delegates and alternate delegates to the House of Delegates shall be members in good standing of their respective societies and shall be active or active direct members of the Arkansas Medical Society.

D. Term of office. The term of office of delegates and alternate delegates shall be two years.

E. Continued Representation. The AMS Board of Trustees shall review the qualifications of each represented specialty society every four years.

F. Efforts to increase membership. Represented specialties with at least 75% of its members also members of the Arkansas Medical Society shall be authorized to select one additional delegate and alternate delegate to the House of Delegates.

Section 7. Quorum

A majority of the delegates registered shall constitute a quorum.

Section 8. The House of Delegates shall:

  1. Elect representatives to the House of Delegates of the American Medical Association in accordance with the Constitution and Bylaws of that body.
  2. Divide the state into trustee districts, specifying what counties each district shall include and, when the best interest of the Society and profession will be promoted thereby, organize in each a district medical society, and all members of the Arkansas Medical Society shall be members in such district society.
  3. Have authority to appoint committees for special purposes from among members of the Society. Such committees shall report to the House of Delegates, and may be present and participate in the debate on their reports.
  4. Approve all memorials and resolutions issued in the name of the Society before they shall become effective.
  5. It shall transact all business of this Society not otherwise provided for herein.

Section 9. Vacancies

In case of vacancy in the office of delegate, the House of Delegates shall have the authority to seat any member of that component society in attendance at said meeting as delegate, with full right to perform all the duties of that office.

Section 10. Parliamentarian

The President shall annually appoint a Parliamentarian. The Parliamentarian shall be appointed for a one-year term and is eligible for reappointment with no term limits. The Parliamentarian shall attend all House of Delegates meetings and shall give opinions on parliamentary procedures upon request of the Speaker or presiding officer. The Parliamentarian shall be familiar with the Arkansas Medical Society Constitution and Bylaws and The Standard Code of Parliamentary Procedure and act as a reference should questions or mistakes occur.

CHAPTER V.

Election of Officers

Section 1. Nominating Committee

The Nominating Committee shall consist of eleven members. There shall be one member from each trustee district and the Arkansas Medical Society Immediate Past President.   Nominating Committee members must be a current trustee or have previously served as a trustee. Each member of the committee shall serve for a term of two years, the terms being staggered so that odd and even numbered trustee district representatives shall be replaced on alternate years. The names of the members appointed to the Nominating Committee shall be submitted by the senior trustee in each district to the executive vice president no later than thirty days prior to the annual meeting. The Immediate Past President shall serve as chairman of the Nominating Committee. It shall be the duty of this committee to consult with members of the Society and to hold one or more meetings at which time the best interest of the Society and of the profession of the state for the ensuing year shall be carefully considered. The committee shall report the result of its deliberations to the headquarters office no later than February 1 in the shape of a ticket containing the names of one or more members for each of the following positions to be filled at the Annual Session: president-elect, vice president, treasurer, secretary, speaker, vice speaker, medical student trustee, and the delegates and alternate delegates to the American Medical Association.

Section 2. Medical Student Representation on the Board of Trustees

The medical student component societies shall submit the names of one or more nominees for the medical student Board of Trustee positions to the chairman of the nominating committee no later than February 1.

Section 3. Nominations from the Floor

Additional nominations for positions elected by the House of Delegates may be made by any member of the House of Delegates in attendance at the meeting. Nominations from the floor may also be made for any District Trustee positions remaining vacant after the election process provided for under Section 5.

Section 4. Required Attendance

No member shall be elected to any office of this Society who is not in attendance at the meeting at which the election is held. Exceptions may be made by the House of Delegates if the nominee is unable to be present because of circumstances beyond his control.

Section 5. Elections

A. The election of officers, other than district trustees, shall be the first order of business of the House of Delegates during the Annual Session.

B.All elections shall be by written ballot, except where there is only one candidate, when election may be made by acclamation, and a majority of the votes cast shall be necessary to elect.

C. District trustees shall be elected by popular vote of the membership in each of the respective districts. The election results for district trustees shall be confirmed by the House of Delegates immediately following the election of other officers.

D. The Board of Trustees shall adopt a process to be followed for the election of district trustees that:

(a) Allows nominations from any member in the district

(b) Certifies nominees as eligible candidates

(c) Establishes an efficient method of voting that provides for written and electronic formats

(d) Establishes a voting time period that allows the process to be completed in time for the results to be confirmed at the Annual Session

E. The Board of Trustees shall divide the ballot for a district trustee election if a disproportionate number of members reside in a single geographic area. If more than 10% of the district members reside outside that single area, the ballot shall be divided such that at least one trustee is elected, if nominated, to represent those areas outside the disproportionate area.

F. Past presidents, other than the immediate past president, serve as ex-officio members of the Board of Trustees, as described in Chapter VII, Section 2 (A), and shall not be eligible for election as district trustees.

Section 6. Terms of Office

A. District trustees shall be elected to serve a two-year term provided no trustee shall serve more than four consecutive terms. This limit shall not apply to the trustee who (1) is serving as chairman, and (2) is otherwise eligible to be re-elected chairman; provided no member shall serve as chairman more than six consecutive years. The student trustee shall be elected to a one-year term.

B. Delegates and Alternate Delegates to the American Medical Association shall be elected in accordance with the Bylaws of that organization.  Unless in conflict with AMA Bylaws, terms of office shall be two years, provided however that no member shall serve more than three consecutive full terms as a Delegate or three consecutive full terms as an Alternate Delegate.  This limit shall  not apply to any member while serving in an elected or appointed position to an AMA council, committee, or board.  This provision shall take effect upon adoption but shall not be construed to cut short a term for which a member has been elected prior to the time of adoption.

C. All other terms of office shall be for one year; provided no member shall serve more than six consecutive years in the same office.
D. Members who have served in an office for the maximum number of years or terms are eligible for re-election to that same office after two years.
E. All officers shall serve until their successors are installed.

Section 7. Automatic Succession of President-elect

On the expiration of the term as president-elect, that person shall automatically succeed to the presidency and shall serve as president for the ensuing year.

Section 8. Vacancy in Presidency

In the event of the death or removal of the president, the president-elect shall succeed to the presidency to serve the remainder of that year and the ensuing year.

Section 9. Vacancy in Office of President-elect

In the event of the death or removal of the president-elect or the inability to serve, the vice president shall succeed to the position until the next Annual Session at which time a special election for the office of President shall be held.

Section 10. Board of Trustees Vacancy

In the event of the death or resignation of a district trustee, the Board shall appoint a member of the district to fill the unexpired term. The remaining trustees for the district shall confer with members of the district and make nominations for the vacancy to the Board. In the case of a student trustee the executive body of the medical student component society shall nominate a member for the vacancy to the Board.

Section 11. Vacancy in Office of Secretary or Treasurer

In the event of a vacancy in the office of the secretary or of the treasurer, the Board shall fill the vacancy until the next annual election.

Section 12. Other Vacancies

The Board shall, by appointment, fill any vacancy in office not otherwise provided for which may occur during the interval between annual meetings of the House of Delegates.

CHAPTER VI.

Duties of Officers

Section 1. President

The president shall preside at all meetings of the Society and shall appoint all committees not otherwise provided for. The president shall deliver an annual address at such time as may be arranged, and shall perform such duties as custom and parliamentary usage may require. The president shall be a member of the Board of Trustees, the Executive Committee, and the House of Delegates.

Section 2. President-elect

The president-elect shall be a member of the Board of Trustees, the Executive Committee, and the House of Delegates. It shall be the president-elect’s duty to assist the president in visiting the component and district societies, and to become familiar with, and prepare for, the performance of the duties of the office of President. In the event of the president’s temporary inability to serve, the president-elect shall serve until such time as the president is able to return.

Section 3. Vice President

The vice president shall be a member of the Board of Trustees, Executive Committee, and the House of Delegates. The vice president shall assist the president in the discharge of the president’s duties and may be assigned by the president to other committees of the Society.

Section 4. Treasurer

The treasurer shall be a member of the Board of Trustees, Executive Committee, Budget Committee, and the House of Delegates. The treasurer shall give bond in the sum as directed by the Board, and shall demand and receive all funds due the Society, together with bequests and donations. The treasurer shall pay money out of the treasury only on a written order of the executive vice president and he shall subject the Society’s accounts to such examinations as the House of Delegates may order. The treasurer shall annually render an accounting of the state of the Society’s funds.

Section 5. Secretary

The secretary shall be a member of the Board of Trustees, Executive Committee, and the House of Delegates. The secretary, in case of vacancy in the office of the executive vice president, shall assume the duties of that office pending the filling of the vacancy, and shall perform such other duties as are imposed by the Constitution and Bylaws. The secretary shall be the scientific and professional advisor of the executive vice president.

Section 6. The Speaker of the House

The speaker of the House of Delegates shall preside at the meetings of the House of Delegates and shall perform such duties as custom and parliamentary usage require. The speaker shall be a member of the Board of Trustees and the House of Delegates.

Section 7. The Vice Speaker

The vice speaker shall officiate for the speaker in the latter’s absence or by request. In case of death, resignation, or removal of the speaker, the vice speaker shall officiate during the unexpired term. The vice speaker shall be a member of the House of Delegates and a member ex-officio of the Board of Trustees.

Section 8. District Trustees

Every district trustee shall be an organizer, peacemaker and censor for their district. The one in each district with the longest tenure shall be considered the senior trustee. It is recommended that the trustees in each district call a meeting of the members in the district at least once each year for the purpose of organizing component societies where none exist, for inquiring into the condition of the profession, and for informing, improving, and increasing the knowledge and zeal of the component societies and their members. District trustees shall be members of the House of Delegates and members of the Board of Trustees.

Section 9. Chairman of the Board of Trustees

The chairman of the Board shall (1) preside at all meetings of the Board, (2) serve as chairman of the Executive Committee of the Board, and (3) appoint Board committees.

CHAPTER VII.

Board of Trustees

Section 1. Power and Duties

A. The Board of Trustees shall be the executive body of the House of Delegates and between Annual Sessions exercise the power conferred on the House of Delegates by the Constitution and Bylaws. It shall consider all questions involving the rights and standing of members, whether in relation to other members, to the component societies or to this Society. All questions of an ethical nature brought before the House of Delegates or the general meeting shall be referred to the Board without discussion. It shall hear and decide all questions of discipline affecting the conduct of members on which an appeal is taken. At its first quarterly or regular meeting following the Annual Session, the Board shall elect a chairman. The member serving as chairman shall continue to serve until their successor is elected.
B. The Board of Trustees shall be responsible for the conduct of all the business affairs of the Society. It shall employ a chief executive officer who shall be known as the executive vice president.

     (a)  The executive vice president shall be responsible for implementation of policies of the Society and conducting affairs of the Society under the direction of the Board and its Executive Committee, the House of Delegates and the president.

     (b)  The executive vice president shall be the directing manager of the Society’s headquarters office and the Journal office, and shall supervise the work of all salaried employees in the Society’s offices.

     (c)   The executive vice president shall discharge the administrative functions of the Society not within the duties of other officers or of committees to perform and shall assist, at their request, all officers and committees.

     (d)  The executive vice president shall keep informed in regard to nonprofessional matters affecting the medical profession, for the purpose of remaining qualified to perform the services herein mentioned.

     (e)  The amount of salary shall be fixed by the Board and the executive vice president shall give bond as directed by the Board.

Section 2. Composition

  1. The Board of Trustees shall consist of the district trustees, the president, vice president, president-elect, secretary, treasurer, immediate past president, speaker of the House of Delegates, and the student trustees.The past presidents, vice speaker of the House of Delegates and the delegates and alternate delegates to the American Medical Association shall be members ex-officio without vote and shall be entitled to attend executive sessions of the Board.
  2. There shall be two trustees from each trustee district which has two hundred members or less. In districts where there are more than two hundred members, there shall be an additional trustee for each additional one hundred members.
  3. There shall be one trustee from each component society composed of medical student members in which at least 25% of the students are members of this Society.
  4. All trustees shall have equal voting privileges. A majority of the voting members shall constitute a quorum.

Section 3. District Trustee Representation

Representation on the Board shall be based upon the enumeration of members in each trustee district in accordance with the provision for representation in the House of Delegates as defined in Chapter IV, Section 5 of these Bylaws.

Section 4. Organizing Component Societies

The Board shall have authority to organize the physicians of two or more counties into societies, to be suitably designed so as to distinguish them from district societies, and these societies, when organized and chartered, shall be entitled to all rights and privileges provided for component societies until such counties shall be organized separately.

Section 5. Publications and Records

The Board shall provide for and superintend the publication and distribution of all proceedings, transactions and memories of the Society, and shall have authority to appoint an editor and such assistants as it deems necessary. All money received by the Board and its agents, resulting from the discharge of the duties assigned to them, must be paid to the treasurer of the Society. It shall annually audit the accounts of the treasurer and secretary and other agents of this Society and present a statement of the same in its annual report to the House of Delegates, which report shall also specify the character and cost of all the publications of the Society during the year, and the amount of all other property belonging to the Society under its control, with such suggestions as it may deem necessary.

Section 6. Meetings

The Board shall meet during the Annual Session, prior to the convening of the House of Delegates and at such other times as necessary, subject to the call of the chairman or on petition of three trustees. It shall meet following the adjournment of the House of Delegates to organize. Between Annual Sessions, the Board shall meet at least quarterly.

Section 7. Reporting

The Board shall, through its chairman, make an annual written report to the House of Delegates.

Section 8. Bonds

The Board shall have authority to accept or reject all bonds, commitments and contracts.

Section 9. Committees

A. Executive Committee

The chairman of the Board, the president, the president-elect, the vice president, the secretary, the treasurer and the immediate past president shall constitute the Executive Committee of the Board. The chairman of the Board shall serve as chairman of the Executive Committee. The Executive Committee shall have the power and authority to act for the Board between meetings of that body; all actions of the Executive Committee shall require approval or ratification of the Board. The Executive Committee shall consider matters referred to it by officers of the Society and shall report its findings or recommendations to the Board. The Executive Committee shall have jurisdiction in all matters pertaining to (1) Active Direct membership and (2) discipline of members, subject to the member’s right of appeal as provided in Chapter 1, Section 6 of these Bylaws.

B. Finance and Auditing Committee

The Finance and Auditing Committee shall consist of (a) seven members appointed by the chairman of the Board from among the district trustees, and (b) the Arkansas Medical Society treasurer. The seven trustees shall be appointed to four-year terms, staggered so that no more than two members are replaced each year. The terms shall begin on January 1 and end on December 31 of the appropriate years. The Arkansas Medical Society treasurer shall serve as chairman. The Finance and Auditing Committee shall:

(a)  Present to the Board, before the first of each year, an annual budget consisting of anticipated revenue and expenses for the ensuing year as well as a report of the Society’s committed and non-committed reserves. Any significant request for funds not included in the annual budget should be reviewed by the Finance and Auditing Committee before they are committed.

(b)  Shall appoint a certified public accountant or firm to conduct an annual independent financial audit. The auditor shall present the results of the audit directly to the Committee.   A copy of the audit and any irregularities or concerns identified by the audit shall be presented to the Board of Trustees.

(c)  Work with the executive vice president to review and monitor the financial reserves of the Society and recommend investment policy changes when necessary or recommended by Arkansas Medical Society financial advisors.

(d)  Monitor the financial resources of the Society and make recommendations, as appropriate, to ensure the availability of necessary funding to achieve the short term and long term mission and purpose of the Society.

C. Committees of the Board

The chairman shall, with concurrence of the Board appoint such committees as are necessary to carry out the duties assigned to the Board by the Bylaws and House of Delegates.

Section 10. Appointments to Fill Vacancies

The Board shall, by appointment, fill any vacancy in office not otherwise provided for which may occur during the interval between annual meetings of the House of Delegates.

CHAPTER VIII.

Committees

Section 1. Authority to Appoint Committees

Committees may be appointed by the president, chairman of the Board, or as may be so ordered by the House of Delegates to carry out the goals and responsibilities of this Society.

Section 2. Types of Committees

Unless otherwise provided, all committees will be of two types: (1) standing committees with staggered membership terms; and (2) ad hoc committees and task forces for specific purposes with limited duration.

Section 3. Statement of Purpose

The person or body appointing any committee shall ensure the existence or creation of a written mission-statement that includes to whom the committee

reports, the goal or purpose of the committee, and when applicable, the perceived or required time-frame for completion of the committee’s work.

Section 4. Sunset Provision

All committees except those required by the Constitution and Bylaws shall sunset at the end of three (3) years from the date of initial appointment, unless reauthorized for successive three-year (3) periods. It shall be the responsibility of the Executive Committee to conduct an evaluation and make recommendations regarding reauthorization to the appropriate body.

Section 5. Membership and Terms

Unless otherwise provided, standing committees shall consist of at least six members with each member appointed to a three-year term; provided no member shall serve more than two consecutive terms.

Section 6. Medical Student Representation

Unless otherwise provided, all standing and ad hoc committees shall include at least one medical student member nominated by a medical student component society.

CHAPTER IX.

Required Attendance by Elected and Appointed Members

Any member, appointed or elected, to any position within this Society who is absent from three consecutive meetings shall be presumed to have resigned that position, provided written notification has been given prior to a person missing the critical number of absences.

CHAPTER X.

Parliamentary Procedures

The deliberations of this Society shall be governed by parliamentary usage as contained in The Standard Code of Parliamentary Procedures, 4th Edition, by Alice Sturgis, and its subsequent revisions, when not in conflict with this Constitution and Bylaws.

CHAPTER XI.

Medical Ethics

The Principles of Medical Ethics promulgated by the American Medical Association shall govern the conduct of members in their relation to each other and to the public.

CHAPTER XII.

Amendments

The House of Delegates may amend any chapter of these bylaws by a two-thirds vote of the delegates present at any meeting of the House of Delegates, provided that the amendment shall have been communicated to all members at least 45 days prior to the meeting.