The name of this organization shall be the “Kane County Medical Society”, herein referred to as the “Medical Society”.

 

 

The Medical Society, through education and leadership, will serve all its members.

 

The Medical Society is as a component society of the Illinois State Medical Society and is enfranchised by that organization.

 

The Medical Society is incorporated under the General-Not-For-Profit Corporation Act of

the State of Illinois.

Membership in the American Medical Association is strongly encouraged for all members of the Medical Society.

 

The by-laws of the Medical Society shall not be in conflict with the Illinois State Medical Society Constitution and Bylaws. 

The Medical Society subscribes to the Principles of Medical Ethics of the American

Medical Association and the Illinois State Medical Society.

 

The Medical Society may adopt other principles of ethics for its members as long as they do not conflict with the Medical Ethics of the American Medical Association and the Illinois State Medical Society.

 

 

The Medical Society shall continuously maintain a registered office in the County of Kane or in a contiguous county within the Illinois State Medical Society District in which the Medical Society is assigned from time to time and a registered agent whose office is identical with such registered office, and may have other offices as the Board of Directors may determine.

  

 

Membership in the Medical Society is a privilege and not a right, and is contingent upon

compliance with the requirements specified in these Bylaws.

 

A member must be duly licensed and registered in the State of Illinois to practice medicine in all its branches; be a resident of the county or practice principally in the

county; or qualify for membership by other means as specified in these Bylaws.

 

Abide by the principles of Medical Ethics of the American Medical Association, the Illinois State Medical Society, and upon request, cooperate with the Medical Society’s and/ or the Illinois State Medical Society Peer Review Committee in the investigation of any complaint or inquiry.

 

No person shall be denied membership on the basis of race, creed, color, or sexual orientation.

 

A.        Active Members. An Active Member of the Society must be a physician (either MD or DO) licensedto practice medicine in all of its branches in the State of Illinois. An applicant must be of good professional standing and shall be approved for membership by a majority vote of the Board of Directors. Applicants for membership in the Society by transfer from another medical society must present evidence of their professional standing and licensure in Illinois and be approved for membership by a majority vote of the Board of Directors.

 

An Active member shall be entitled to vote and hold any appointed position or elected office and shall be obligated to pay dues.

 

B.        Emeritus and Retired Members. Emeritus and Retired members shall be those members meeting the requirements for Emeritus or Retired membership established by the Illinois State Medical Society and upon their election to that membership shall be recorded as Emeritus or Retired members in this Society.

 

An Emeritus or Retired member shall be entitled to vote and hold any appointed position or elected office, but shall not be obligated to pay any dues.

 

C.        Student Members. Student membership may be requested based on residency in Kane County while enrolled in an approved American Council on Graduate Medical Education (ACGME) medical school in another geographic area. A letter from the Dean or Registrar of the applicant’s medical school certifying that the applicant is enrolled in such school must accompany the application. Student membership shall be accorded upon the affirmative vote of a majority of the Board of Directors.

 

A Student member may not vote nor be entitled to hold an elected or appointed office or serve as a Delegate or Alternate Delegate from the Kane County Medical Society to the Illinois State Medical Society, however, a student member may serve on any committee. Dues for Student Membership will be determined by Board of Directors of the Society and will be reviewed at the Board’s discretion. Student membership will terminate upon graduation, resignation or discharge from medical school.

 

D.        Resident Physician Members. Any graduate of a medical school who is serving in a postgraduate medical education program approved by the Council of Medical Education and Hospitals of the American Medical Association and conducted in a hospital primarily in located in Kane County may apply for membership in the Medical Society as a Resident Physician member. Resident Physician membership shall be accorded upon the affirmative vote of a majority of the Board of Directors.

 

Resident Physician members of the Society may vote and serve on any committee but not hold any elected office (except as a Resident Physician Member of the Board of Directors) nor serve as a Delegate or Alternate Delegate from the Medical Society to Illinois State Medical Society. Dues for Resident membership will be determined by the Board of Directors of the Society and will be reviewed at the Board’s discretion. Resident membership status will automatically change to Active Membership upon the last to occur of the following: completion of his/her training; entry into active practice in the Kane area; and fulfillment of Active membership requirements.

 

E.         Honorary Members. Distinguished members of the medical profession, not residing or working in Kane County may, upon recommendation of the Board of Directors and by majority vote of the Society, be made Honorary Members. An Honorary member shall neither be entitled to vote, hold any appointed position or elected office nor be obliged to pay dues.

F.         Members in Military Service. Any member on active duty in the Armed Forces of the United States will retain the privileges of membership without payment of dues. Such members will be accorded a proportionate refund of dues in accordance with their date of assignment to active duty.

 

A.        Attendance at Meetings. All members are expected to contribute their counsel during the deliberations of the Medical Society. The Board of Directors meetings while primarily of interest to members of the Board of Directors are considered to be “open” meetings and all members of whatever category are invited to attend and, on special occasion, will be specifically invited to attend in order to contribute an opinion or offer counsel regarding a special subject.

 

The Board of Directors may develop policies and procedures by which the membership may hold meetings such as technology, general usage and custom may occur from time to time.   

 

B.        Right to Vote. The right to vote shall be afforded to all members in good standing except where otherwise noted in these bylaws.

 

C.        Office. The right to hold office in the Medical Society shall be afforded to all members in good standing except where otherwise noted.

 

D.        Chairpersons and Membership of Committees. Chairpersonship of committees shall be open to all members in good standing other than those in the categories of Student Member. Membership on committees is open to all members in good standing.

 

F.         Payment of Dues. The payment of dues is required of all members other than those in the Retired or Emeritus categories, or those declared exempt by the Board of Directors.

 

 

A.        Forms. All applications for membership shall be submitted on a form furnished by this Society, excepting only application for change of status which may be requested in a letter to the Secretary and, if needed, an updating of the information contained in the form already on file.

 

B.        Endorsements. One Active member shall endorse applications for membership; additional endorsements may be required at the discretion of the Board of Directors. Application for change in status does not require endorsement.

 

C.        Transfer Member. A member transferring from a component medical society of the Illinois State Medical Society or any other state medical society, and who has been a member and in good standing of that component society from that society shall be appointed to membership status comparable to that which he or she enjoyed in the component society.

 

D.        Applicants from Contiguous Counties. A physician, medical student or resident physician residing in a county immediately contiguous with Kane County and/ or not practicing primarily in Kane County may become a member of this Society in like manner and on the same terms as a physician living in this county.

 

E.         Applications from Rejected Candidates. Reapplication for membership from previously rejected candidates shall not be considered sooner than six months of such rejection.

 

F.         Approval and Election to Membership. All applications shall be forwarded to the Board of Directors which shall inquire into the standing of each applicant, ascertain that he or she is duly licensed according to the laws of the state and satisfies all the requirements of membership as laid forth in these Bylaws. The Board of Directors in a timely fashion shall review the recommendations, and on approval by a majority vote, shall be empowered to accept applicants to membership in the Medical Society, as defined in these Bylaws.

 

 

Any member may resign by filing a written resignation with the Secretary but such resignation shall not relieve the member so resigning of the obligation to pay dues.

 

Membership in this organization is not transferable to another physician.

 

 The Board of Directors will develop policies and procedures for censure, suspension and expulsion of any member. Such policies and procedures need to follow reasonable principles of causation for disciplinary action, disclosure, fairness, reasonable due process including the opportunity of the accused to be heard in his or her defense in all proceedings.  If a member is to be suspended for greater than 90 days or is considered for expulsion from the Medical Society, membership involvement as well as the right of appeal to the Illinois State Medical Society Judicial Review Panel must be considered. The Board and membership should in the interest of peace and harmony, precede the filing of formal charges affecting the character of a member with sincere attempts of conciliation or reformation, so far as is reasonable.

 

Branches are delineated in order to give representation to the separate medical community identities within the Medical Society, to apportion representation on the Board of Directors as well as elected and appointed officers within the Medical Society. 

 

 

 

 

Meetings of the membership will be held as specified by the President of the Medical Society or by action the majority of the Board of Directors or not less than five

percent (5%) of the voting members of the Medical Society. The specific purpose

of the meeting shall be stated within a reasonable time period in advance of the meeting and the business transacted limited to that purpose for which the meeting was called. The President or Board of Directors may designate the time and place of all meetings, including the Annual Meeting but should be within reasonable travel times and hours for the membership to attend. Notice stating the place, day, and hour of any meeting of members shall be delivered, personally or by mail to home or office, e-mail, facsimile, hospital medical staff mail, and other generally acceptable electronic communications used from time to time to each member not less than five nor more than forty days before the date of such meeting.

 

 

The election of officers and Directors will be held during the Society’s Annual Meeting which is to be held in the fourth quarter of the calendar year. Notification of the Annual Meeting will be at least fourteen (14) days prior to the Annual Meeting with the Board of Director’s recommendation of a slate of candidates for all the open elected positions. At the Annual Meeting, the directors of the Society and its officers shall be elected by the present voting membership. Alternative candidates for any officer or open director position may be made by the membership at the Annual Meeting. When there is a contested position, the vote will be secret ballot.    

 

Installation of newly elected officers and director(s) will take place on January 1 following the Annual Meeting.

 

Fifteen (15) members with the ability to vote shall constitute a quorum at any membership meeting except at the Annual Meeting were no quorum is necessary. If a quorum is not present at any meeting of the members, a majority of members present may adjourn the meeting.

 

 

At the discretion of the presiding officer of the meeting, Robert’s Rule of Order shall apply.

 

 

The officers of the Medical Society shall be: President, Vice President, and Secretary-Treasurer.

 

 

All officers shall serve for a period of one year (1) corresponding to the calendar January through December.

 

The Board of Directors shall no later than fourteen days (14) prior to the Annual Meeting decide and publish to the membership the slate of officers to be recommended for election at the Annual Meeting. Willing and qualified candidates for the officers should, if possible, be composed of directors from each branch of the Medical Society.

 

 

A.        Responsibilities. The Delegates and Alternate Delegates shall represent this Society in the House of Delegates of the Illinois State Medical Society. In the event a Delegate is unable to attend a meeting or session of the House of Delegates of the Illinois State Medical Society, any Alternate shall be eligible to serve in his or her place during that meeting session. Delegates and Alternate Delegates shall counsel with the officers and directors of the Society on matters pending in the House of Delegates and those matters, which they should cause to be addressed by the House of Delegates.

 

B.        Reporting. Delegates and Alternate Delegates shall report to the Board of Directors following a meeting of the House of Delegates.

 

C.        Selection and Term of Appointment.Delegates and Alternate Delegates may be selected from any voting member of the Society including members of the Society’s Board of Directors and officers excluding Resident Physician or Student Members.

 

The Delegates and Alternate Delegates shall be appointed by a majority vote of the Board of Directors prior to the Annual House of Delegates meeting. Delegates and Alternate Delegates shall serve for a period of one year. It is not guaranteed that any Delegate may succeed themselves but serves at the behest of the Board of Directors. It is expected but not guaranteed that any Alternate Delegate will eventually serve as a Delegate. Selection of Delegates and Alternate Delegates should represent as reasonably as possible, an equal representation of the branches of the Society (except Resident Physician Branch) and the diversity of medical knowledge and specialties of the Medical Society.

A.        Committee Organization.The Board of Director may approve the formation any Committee as needed to carry out the needs and purposes of the Society. The President in consultation and with the approval of the Board shall define the purpose, scope, quorum, and length of service, method of reporting and responsibilities of all committees. The President with the approval of the Board shall appoint the Chairperson and members of the committee. Chairperson and committee members may come from any membership designation of the Society. Whenever possible and appropriate, diverse segments of the medical community of the Medical Society shall receive representation on committees.

 

Any Committee may be dissolved by the action of the majority of the Directors. The majority of Directors may remove any chairperson or committee member by majority vote.

 

B.        Committee Minutes. Any committee may keep written minutes regarding the business transacted at each meeting of that committee.

 

C.        Rules. Each committee may adopt rules to conduct its deliberation or hold meetings such as technology, general usage and custom may occur from time to time as long as they are not in conflict with the purpose of the Committee.    

 

 The Board of Directors is considered the governing body and policy setting group within the Medical Society.

 

 No matter shall be rejected as too great or too small for consideration by the Board of Directors where an opinion of the medical community as a whole should be given.

 

 The Board will consist of up to sixteen (16) members (including the officers) with equal representation from the Northern, Middle and Southern Branches and one (1) from Resident Physician Branch.  All Members of the Board including the Resident Physician member shall be voting members.

                                     

 The term of office of the Board of Directors (excepting the Resident Physician Director) shall be for two years and will be elected at the Annual Meeting of the Society. The resident physician members shall elect the Resident Physician Directors of the Medical Society.

 

The presiding officer of the Board of Directors shall be the President of the Society; and in his or her absence, followed in order by the Vice President, Secretary/ Treasurer, the immediate past President or any Director by a simple majority of the Board.

 

 The Board of Directors shall meet monthly at a time and place specified by the presiding officer. By action of the Board, the requirement for a monthly meeting may be waived.

 

 The Board of Directors should represent a broad cross-section of the physicians in the community. It, therefore, shall have broad powers and duties within the scope as allowed as a non-for-profit status.

 

The Board of Directors may develop policies and procedures describing other duties and responsibilities of any Director. 

 

The Board may stipulate additional requirement(s) for membership on the Board as long as the requirement(s) are applicable to all Directors.

 

All Directors may be required to sign conflict of interest statements.

  

The Board of Directors may render independent decisions regarding the affairs that come before it for consideration. However, each Board member when making a decision, should consider what is best for all the members of the Medical Society and the community.  

 

In all instances specified in these Bylaws and in other instances as judged by the members of the Board of Directors and its presiding officer, a referral to the membership at a duly constituted meeting for a final decision must be made.

 

The Board may indemnify any employee of the Medical Society, as well as any officer, director or appointive position and may buy and maintain insurance on behalf of these individuals or for the Medical Society.  

 

Except where otherwise noted in the Bylaws an action passed by the directors shall be a simple majority.

 

 Section 7.        Quorum of the Board

 A quorum shall consist of seven (7) directors.

ARTICLE 12. VACANCIES  

 Section 1.        Declaration of Vacancies

 If for any reason an incumbent in an elective office or appointive position becomes unable or unwilling to perform the functions of any office, or is removed from the jurisdiction of this Society, such office shall be declared vacant by the Board of Directors.

 

The Board of Directors shall fill vacancies in the offices of Vice President, and Secretary/Treasurer to serve until the next Annual Meeting or in the case of Delegates or Alternate Delegates, the next appointive cycle. The membership shall be notified in a timely manner of the replacement of any Officer.

 

Vacancies occurring on the Board of Directors shall be filled by a recommendation from the Directors of the branch of the Medical Society with the vacancy. The approval of the majority of the entire Board will be required to fill the vacancy. The new Director shall fulfill the balance of the term of the vacant Director. The membership shall be notified in a timely manner of the replacement of any Director.

 

A vacancy in the Resident Physician Director position shall be filled by the members of the Resident Physician Branch. 

 Any delegate, alternate delegate, officer or any Director of the Medical Society may be removed from office for sufficient cause. The Board may develop policies and procedures in which a Director, Officer, Delegate or Alternate Delegate may be immediately removed from office or disciplined. When the removal of a Director or Officer occurs, it will be published to the membership with in a reasonable period of time. 

 

 The Board of Directors, at its discretion, may form a Medical Society Peer Review Committee or participate in its district peer review committee who purposes and procedures are published in the by laws of the Illinois State Medical Society. The Directors may refer to a peer review committee in contiguous county medical society or contiguous district medical society, if in the Board’s opinion, an objective discussion of the issues cannot be done within the Medical Society. The Board may adopt other policies and procedures to helpexpedite and mediate a dispute between members and a member and the public.  

 

 

 The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver an instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

 

 The Secretary/Treasurer, the President or a designee of the Board of Directors shall sign all checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Medical Society.

 

 All funds of the Medical Society shall be deposited from time to time to the credit of theMedical Society in such banks; trust companies or other depositories as the Board of Directors may elect.

 

 The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purpose or for any special purpose of the corporation.

 

 There shall be an audit of the books and accounts of the Society by a reliable and accredited accounting firm at least annually.

 

 The Board of Directors may authorize and provide for the issuance of certificates evidencing membership in the Medical Society. These certificates would be in such form as determined by the Board of Directors.

 

 The Medical Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and Committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members. Any member, or his or her agent or attorney may inspect all books and records of the corporation, for any proper purpose at any reasonable time.

 

Since the Medical Society and it predecessors may have documents considered historically significant, the Board if Directors may from time to time direct donation of any document (except peer review, those of misconduct or disciplinary action or protected by the Medical Practice Act) to any credible state, county, regional or local historical society either private or public. These documents may be sealed or have restricted use for a reasonable period of time depending upon recommendation of the Board.  

 

 The fiscal year of the Medical Society shall begin on the first day of January and end on the last day of December of the year.

 

 

 The Board of Directors shall determine the amount of annual or prorated dues or special assessment of the Medical Society. Dues may be waived or adjusted in exceptional cases by the Board of Directors. Annual dues are payable on or before January 1 of each year and are delinquent if unpaid by the following March 30.

 

 A member dropped from membership for non-payment of annual dues may be reinstated any time during that same fiscal year upon paying his or her full dues for that year. The Board of Directors shall determine procedures and requirements when reinstatement is requested twelve (12) or more months after a member is dropped for non-payment of dues.

 

 Annual dues, which have been paid, shall not be refunded except at the direction of the

Board of Directors.

 

Special Assessments may be made of all members upon recommendation of the Board of Directors, if such assessment is approved by a two-thirds vote of those Board members present at the meeting during which the matter is discussed and voted upon. A quorum must also be present at said meeting. Board members shall be notified by mail at least seven (7) days prior to the meeting that a special assessment will be considered. Manner and time of payment shall be similarly approved. Non-payment shall be subject to those regulations established for annual dues.

 

 The Board of Directors may provide for a corporation seal.

 

 Whenever any notice is required to be given under the provisions of the General-Not-For-Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

 These Bylaws may be altered, amended or repealed and new Bylaws may be adopted in the following manner:

 

1. A majority favorable vote of the Board of Directors at any regular or special meeting of the Board during which a quorum is present must initially approve any alteration, amendment, repeal of change in these Bylaws.

 

2. Following (1) above, final approval will depend upon a 2/3 majority vote by the membership eligible to votes present at a meeting where a quorum is present. A minimum of twenty one days (21) days notice must be given before convening such a meeting of the membership.

 

In lieu of a membership meeting, the Board, at its discretion, may adopt mechanisms for voting for any Bylaws change by vote, mail, e-mail or web-based system or other generally accepted measures as technology and custom arises.

Regardless of the method for voting by the membership, proposed changes to the bylaws will be distributed to all membership classes as the general custom for such affairs in the community.

 

Any alteration, amendment, repeal of the bylaws shall take place immediately upon an affirmative vote of the membership unless other noted in the amendment.

 

 A policy manual defining administrative methodology and procedures and office

procedures shall be made and maintained.