here - Kentucky Osteopathic Medical Association

 KENTUCKY OSTEOPATHIC MEDICAL ASSOCIATION BYLAWS 1 2 3 4 5 6 ARTICLE I NAME 7 8 SECTION I: THIS ASSOCIATION SHALL BE KNOWN AS THE KENTUCKY OSTEOPATHIC MEDICAL ASSOCIATION. (REVISED 6/2013) Additional Revision 9/2013 Additional Revision 05/2015 9 10 11 12 SECTION II: THIS ASSOCIATION IS A DIVISIONAL SOCIETY OF THE AMERICAN OSTEOPATHIC ASSOCIATION AND SHALL BE SUBJECT THE TO RULES AND REGULATIONS OF THE AMERICAN OSTEOPATHIC ASSOCIATION, AND ALSO OF THE RULES AND REGULATIONS OF THE KENTUCKY OSTEOPATHIC MEDICAL ASSOCIATION, NOW IN EFFECT OR AS HEREAFTER ADOPTED. 13 ARTICLE II PURPOSE 14 15 SECTION I: THE PURPOSE OF THIS ASSOCIATION SHALL BE TO PROMOTE AND IMPROVE HIGH STANDARDS OF OSTEOPATHIC MEDICINE THROUGH EDUCATION AND ADVOCACY. 16 Article I III – Membership 17 18 19 Section I: Membership in the Kentucky Osteopathic Medical Association, a nonprofit voluntary organization, shall be considered a privilege and not a right. Final authority concerning membership privileges rests with the Board of Trustees of the Kentucky Osteopathic Medical Association. 20 21 The members of this association shall consist of the present members and others as shall be selected in the manner described by the bylaws and classified as: 22 23 24 25 26 27 28 29 Active members Honorary members Life members Associate members Student members Resident and intern members Out-­‐of-­‐State members Retired members 30 Section II: 31 32 Active membership shall be a graduate from a college or university of osteopathic medicine accredited by the Commission on Osteopathic College Accreditation and licensed to practice medicine in Kentucky. 33 34 35 36 Honorary membership may be bestowed by the Board of Directors TRUSTEES on anyone who has rendered outstanding service to the profession at the state or national levels, upon official recommendation. Honorary members may have voice but no vote in the business matters of the Kentucky Osteopathic Medical Association (KOMA). Membership Requirements 37 38 39 40 41 Life membership may be granted by the Board of Directors TRUSTEES to any regular member who has reached the age of 65 70, or who has completed 35 40 years of practice, and has been a member in good standing in the osteopathic medical associations, with 10 consecutive years immediately preceding the time of the award as a member in good standing of this association. Life members shall have the privileges and duties of regular members but shall not be required to pay dues or assessments. 42 43 44 45 Associate membership may be granted by specific action of the Board of Directors TRUSTEES. Associate members shall have neither voice nor vote, and may not hold office. The associate member will receive publications of the association and may attend the state convention at the regular member fee. Associate membership dues shall be set by the Board of Directors TRUSTEES. 46 47 48 Osteopathic medical students may be granted membership upon application and by specific action of the Board of Directors TRUSTEES. Student members may have voice but no vote nor hold office. Students shall have representation on the Board of Directors TRUSTEES as delineated in these bylaws. 49 50 51 Residents and interns may be granted membership upon application and by specific action of the Board of Directors TRUSTEES. Residents and Interns may have voice and vote but may not hold office. Resident and Interns shall have representation on the Board of Directors TRUSTEES as delineated in these bylaws. 52 53 54 55 56 57 58 Out-­‐of-­‐State membership shall be granted to a graduate of a college or university accredited by the Commission on Osteopathic College Accreditation, and licensed to practice medicine in a state outside of the Commonwealth of Kentucky. The out-­‐of-­‐state member must be an active or life member in good standing with his/her AOA-­‐affiliated state society. Out-­‐of-­‐State members shall have no voice or vote, and may not hold office. Out-­‐of-­‐State members shall receive publications of the association, and may attend the annual state convention at the regular member fee. Out-­‐of-­‐State members who practice in the Commonwealth of Kentucky will be considered as active members. 59 SECTION III: 60 61 62 63 64 65 66 67 APPLICANTS FOR MEMBERSHIP SHALL COMPLETE APPLICATION PROVIDED BY THE ASSOCIATION. APPLICANTS SHALL PROVIDE THE INFORMATION CALLED FOR BY THOSE FORMS FULLY AND COMPLETELY, STATING THEIR QUALIFICATIONS. THE COMPLETED APPLICATIONS SHALL INCLUDE A SIGNED AGREEMENT THE APPLICANT, IF ACCEPTED, WILL ABIDE BY THE BY-­‐LAWS, RULES AND REGULATIONS OF THE ASSOCIATION. THE EXECUTIVE DIRECTOR SHALL DETERMINE THAT THE APPLICANT HOLDS A VALID UNRESTRICTED LICENSE TO PRACTICE OSTEOPATHIC MEDICINE. THE BOARD OF TRUSTEES SHALL THEN VOTE ON THE ACCEPTANCE OF THE MEMBERSHIP APPLICATION AT THE NEXT REGULARLY SCHEDULED BOARD MEETING. 68 Section III IV: Resignation 69 70 71 72 Any member desiring to resign his/her membership in this association shall present his/her resignation in writing to the secretary. The resignation shall then be presented to the Board of Directors TRUSTEES for action, but no member’s resignation shall be accepted until his/her financial and other obligations to the association are complied with FULFILLED to the satisfaction of this Board. APPLICATION FOR MEMBERSHIP 73 Article II IV – Dues 74 75 76 Section I: The annual dues of active members FOR ALL MEMBERSHIP CATEGORIES of this association shall be ESTABLISHED BY THE BOARD OF TRUESTEES, AND payable on January 1 of each calendar year. 77 78 Section II: The annual dues shall be set by the Board of Directors TRUSTEES and approved by a two-­‐thirds (2/3) vote of the general membership at a regularly scheduled business meeting. 79 80 Section III II: New members transferring into the Commonwealth of Kentucky after July shall have prorated dues for that portion of the year remaining until January 1 of the following year. 81 82 83 Section IV III: Non-­‐payment of dues for any year shall prohibit that person from attending any business meeting of the association and shall be considered grounds for termination of membership in the association. 84 85 86 Section V IV: The dues shall be used to meet the budgeted needs of the association and dispersed according to such rules or procedures as are adopted and approved by the membership of this association upon the recommendation of the Board of Directors TRUSTEES. 87 Article III V – Code of Ethics 88 89 Section I: The Code of Ethics to be used by this association shall be the same Code of Ethics as adopted by the American Osteopathic Association. 90 91 Section II: Any violation of the Code of Ethics of this association shall be reported to the Board of Directors of this association. [Moved to Article III, Section V] 92 93 94 Section III II: Any decision of the Board of Directors and/or the Ethics Committee may be overruled by a three-­‐fourths (3/4) majority vote of the membership of the association, present at a regular or called meeting. 95 ARTICLE VI: 96 97 SECTION I: ANY VIOLATION OF THE CODE OF ETHICS OF THIS ASSOCIATION SHALL BE REPORTED TO THE BOARD OF TRUSTEES. Disciplinary Action 98 99 100 101 102 SECTION II: SUSPENSION OF MEMBERSHIP. IF A MEMBER’S LICENSE TO PRACTICE MEDICINE AND/OR SURGERY, HAS BEEN SUSPENDED, RESTRICTED OR REVOKED, THAT PHYSICIAN WILL BE SUSPENDED FROM MEMBERSHIP IN THIS ASSOCIATION. SUCH SUSPENSION SHALL BE CONCURRENT WITH THE SUSPENSION OF LICENSE. IF A MEMBER HAS BEEN ADJUDGED GUILTY OF A FELONY, MEMBERSHIP SHALL BE REVOKED AUTOMATICALLY. 103 104 105 SECTION III: REINSTATEMENTS. IN ANY CASE INVOLVING REVOCATION OF MEMBERSHIP OR PRIVILEGES OR REFUSAL TO RENEW MEMBERSHIP ON GROUNDS OTHER THAN THAT OF NON-­‐PAYMENT OF DUES AND/OR ASSESSMENTS, A REINSTATEMENT SHALL BE POSSIBLE ONLY UPON SUBMISSION OF A NEW 106 107 APPLICATION AND FULL PROCEEDINGS ORDINARILY CONNECTED WITH A NEW APPLICATION. A MEMBER WHO HAS BEEN SUSPENDED HAS THE RIGHT TO APPEAL TO THE BOARD OF TRUSTEES. 108 109 SECTION IV: FINAL AUTHORITY CONCERNING MEMBERSHIP PRIVILEGES RESTS WITH THE BOARD OF TRUSTEES OF THE KENTUCKY OSTEOPATHIC MEDICAL ASSOCIATION. 110 111 112 113 114 115 116 The Board of Directors may impose disciplinary action on any member who is in violation of the code of ethics of this association. The code of ethics to be used by this association shall be the same code of ethics as adopted by the American Osteopathic Association. The President has the ability to seat an ad hoc committee to investigate any ethics concerns or allegations This committee shall investigate all charges or complaints of violation of the constitution and bylaws, the code of ethics, or of grossly unprofessional conduct of any osteopathic physician practicing in Kentucky and suggest a course of action to the Board of Directors. 117 ARTICLE IX VII – BOARD OF TRUSTEES 118 119 120 121 122 123 SECTION I: THE BOARD OF TRUSTEES OF THE KENTUCKY OSTEOPATHIC MEDICAL ASSOCIATION SHALL CONSIST OF THE PRESIDENT, PRESIDENT-­‐ELECT, VICE PRESIDENT, SECRETARY, TREASURER, IMMEDIATE PAST PRESIDENT, THREE (3) TRUSTEE MEMBERS, ONE RESIDENT/INTERN REPRESENTATIVE FROM A POSTDOCTORAL TRAINING PROGRAM WITHIN THE COMMONWEALTH OF KENTUCKY, AND ONE STUDENT MEMBER FROM THE COCA APPROVED COLLEGE OF OSTEOPATHIC MEDICINE WITHIN THE COMMONWEALTH OF KENTUCKY. 124 125 126 127 SECTION II: THE TERM OF OFFICE SHALL BE THE FOLLOWING: OFFICERS WILL SERVE FOR A TERM OF TWO YEARS. EACH TRUSTEE SHALL SERVE FOR A TERM OF THREE YEARS. TERMS WILL BE STAGGERED SO NO TWO TRUSTEES TERMS SHALL END ON THE SAME YEAR. 128 129 130 SECTION III: EX OFFICIO MEMBERS OF THE BOARD OF TRUSTEES SHALL INCLUDE THE OSTEOPATHIC REPRESENTATIVE(S) TO THE KENTUCKY BOARD OF MEDICAL LICENSURE AND THE DEAN OF UNIVERSITY OF PIKEVILLE SCHOOL OF OSTEOPATHIC MEDICINE. 131 132 SECTION IV: A QUORUM FOR BUSINESS OF THE BOARD OF TRUSTEES SHALL CONSIST OF 50% OF THE VOTING MEMBERS OF BOARD OF TRUSTEES. 133 134 135 SECTION V: ALL MEMBERS OF THE BOARD OF TRUSTEES ARE EXPECTED TO ATTEND 50% OF ALL SCHEDULED MEETINGS. PERSONS NOT COMPLYING WITH THIS ATTENDANCE POLICY WILL BE REVIEWED BY THE BOARD OF TRUSTEES FOR CORRECTIVE ACTIONS. 136 137 SECTION VI: CODE OF CONDUCT: MEMBERS OF THE BOARD OF TRUSTEES WILL ABIDE BY THE KENTUCKY OSTEOPATHIC MEDICAL ASSOCIATION CODE OF CONDUCT. 138 Article IV VIII – DUTIES OF THE Officers 139 140 Section I: The officers shall consist of the President, President-­‐elect, Vice President, Secretary, and Treasurer. [Moved to Article VI, SECTION I] Each officer shall serve for a two-­‐year term of office. 141 142 Section III: The President shall preside at all meetings of the association and of the Board of Directors TRUSTEES and shall perform such other duties as generally pertained to the office of president. 143 SECTION III:II: The President may appoint committees as are authorized by the Board of Trustees. 144 145 Section IV III: The President-­‐elect must have been a member of the Kentucky Osteopathic Medical Association for three (3) years and have held the office of Vice President or Board of Trustees. 146 147 Section V IV: The Vice President shall perform the duties of the President-­‐elect, should that individual be unable to fulfill the position and any duties assigned by the President. 148 149 Section VI V: The Secretary shall be responsible for all minutes and business communications associated with the association. 150 Section VII VI: The Treasurer shall be responsible for the financial matters of the association. 151 ARTICLE V IX – Trustees 152 153 154 SECTION I: Trustees shall consist of three active or life members who are elected by the membership. Each trustee shall serve for a term of three years. TERMS WILL BE STAGGERED SO NO TWO TRUSTEES TERMS SHALL END ON THE SAME YEAR. 155 156 SECTION II: The Trustee shall act as a representative voice of osteopathic physicians in the Commonwealth of Kentucky to the Kentucky Osteopathic Medical Association. 157 Article XI IX – Duties of the Board of Directors TRUSTEES 158 159 Section I: The Trustee shall act as a representative voice of osteopathic physicians in the Commonwealth of Kentucky to the Kentucky Osteopathic Medical Association. 160 161 SECTION II: association. 162 163 164 165 Section II: The Board of Directors shall serve as the Nominating Committee, preparing a slate of officers to present to the Board of Directors prior to the annual meeting. A three-­‐fourths (3/4) approval vote of the Board of Directors shall be necessary to approve the slate to be presented to the general membership at their annual meeting for vote.[Addressed in Article XII, Section I] 166 167 Section III: The Board of Directors TRUSTEES shall exercise general supervision over the affairs and business of the association and shall meet at such time and place as their duties require. 168 169 Section IV: The Board of Directors TRUSTEES may assist in maintaining the legal rights and privileges of the members when expedient, and when such action may lead to the general good of the profession. The Board of Directors TRUSTEES shall authorize and supervise all expenditures of this 170 171 172 Section V: In the event of a vacancy on the Board of Directors TRUSTEES, an eligible member of the association shall be selected by the Board of Directors TRUSTEES within thirty (30) days to fill the unexpired term. 173 Article VI X – Delegates and Alternate Delegates to the AOA House of Delegates 174 175 176 177 178 179 Section I: Delegates and alternate delegates to the House of Delegates of the American Osteopathic Association shall be elected BY THE BOARD OF TRUSTEES to serve three (3) year terms on alternating years by a majority of those present at the annual meeting of this association. Delegates and Alternates shall be elected at least ninety (90) days before the annual meeting of the American Osteopathic Association House of Delegates. Delegates and Alternate Delegates must be members in good standing. 180 181 182 Section II: The delegate elected must have served previously as an alternate or delegate to the American Osteopathic Association House of Delegates. The alternate delegate will serve as delegate in the event that the elected delegate is unable to attend the House of Delegates meetings. 183 184 185 186 Section III: Should an elected delegate or alternate delegate be unable to attend a specific House of Delegates of the American Osteopathic Association, the Board of Directors TRUSTEES will elect a replacement who would be able to fulfill the representation requirements of the Kentucky Osteopathic Medical Association. 187 188 Section IV: All usual and customary travel expenses shall be paid by KOMA for the Delegates and a minimum of one Alternate Delegate. [Move to Policy and Procedure Handbook] 189 Section V IV: 190 Article VII XI – Elections 191 192 193 Section I: Election of officers, Trustees, Delegates and Alternate Delegates to the House of Delegates of the American Osteopathic Association shall occur at the Annual Scientific Seminar and Business Meeting. 194 195 Section II: Election to office shall be at a majority vote of the active and life membership present at the annual business meeting. 196 197 Section III: Notification of the Annual Business Meeting and elections of officers will be no later than 30 days prior to the scheduled event. 198 Article VIII XII – Executive Director 199 200 Section I: An Executive Director shall be employed by the Kentucky Osteopathic Medical Association on a part-­‐time or full-­‐time basis as needed. Delegates and Alternate Delegates must be members in good standing. 201 202 203 Section II: The Executive Director shall serve under the direct supervision of the President and the Board of Trustees and shall perform such duties usual to the position and as outlined in an approved contract. 204 ARTICLE XIII -­‐COMMITTEES 205 THIS ASSOCIATION SHALL HAVE THE FOLLOWING: 206 SECTION I: NOMINATING COMMITTEE 207 215 THE NOMINATING COMMITTEE SHALL CONSIST OF THE CURRENT OFFICERS AND TRUSTEES OF THE ASSOCIATION. A SLATE OF PROPOSED OFFICERS AND TRUSTEES SHALL BE PREPARED AT LEAST 60 DAYS PRIOR TO THE ANNUAL BUSINESS MEETING. NOTIFICATION OF THE PROPOSED ELECTIVE SLATE SHALL BE DELIVERED ELECTRONICALLY TO THE MEMBERSHIP FOR REVIEW AND CONSIDERATION AT LEAST 30 DAYS PRIOR TO THE ANNUAL BUSINESS MEETING. AT THE ANNUAL BUSINESS MEETING, THE PROPOSED SLATE SHALL BE PRESENTED TO THOSE IN ATTENDANCE WITH THE ABILITY TO NOMINATE OTHERS FROM THE FLOOR, PER STANDARD ELECTION PROTOCOL. THE ELECTION PROCESS SHALL BE UNDER THE DIRECT SUPERVISION OF THE PRESIDENT OF THE ASSOCIATION. 216 SECTION II: FINANCIAL COMMITTEE 217 218 219 220 221 THE FINANCIAL COMMITTEE SHALL BE MADE UP OF ONE OFFICER, THE TREASURER, ONE MEMBER OF THE TRUSTEES, AND AT LEAST ONE MEMBER OF THE ASSOCIATION WHO DOES NOT SIT ON THE BOARD. THE FINANCIAL COMMITTEE SHALL MEET WITHIN 30 DAYS OF THE YEAR-­‐END TO REVIEW FINANCIAL REPORTS, AUDITS AND REVIEWS. FINANCIAL COMMITTEE SHALL REVIEW TAX FILING PRIOR TO IRS FILING DEADLINE. 222 223 SECTION III: ADDITIONAL COMMITTEES. THE PRESIDENT MAY APPOINT AD HOC COMMITTEES AS ARE AUTHORIZED BY THE BOARD OF TRUSTEES. 224 Article IX – Board of Directors 225 226 227 228 Section I: The Board of Directors of the Kentucky Osteopathic Medical Association shall consist of the President, President-­‐elect, Vice President, Secretary, Treasurer, immediate Past President, three (3) Trustee Members, and one resident/intern representative from a postdoctoral training program within the Commonwealth of Kentucky. 229 230 231 232 233 234 Section II: Ex officio members of the Board of Directors shall include the Osteopathic Representative(s) to the Kentucky Board of Medical Licensure, the Dean of University of Pikeville School of Osteopathic Medicine, President(s) of any Kentucky divisional societies affiliated with the American Osteopathic Association, Delegates and Alternate Delegates to the House of Delegates of the American Osteopathic Association and Student representatives from the University of Pikeville School of Osteopathic Medicine. 208 209 210 211 212 213 214 235 236 Section III: A quorum for business of the Board of Directors shall consist of 50% of the voting members of Board of Directors. [MOVED TO ARTICLE X] 237 Article X XIV– Annual Meeting 238 239 Section I: For the purpose of business activity, a quorum for the annual meeting of this association shall consist of those members present at the Annual Meeting. 240 241 242 Section II: The Annual Meeting of the Kentucky Osteopathic Medical Association shall be in conjunction with the annual scientific seminar. Notification of the scientific seminar and business meeting will occur no less than 30 days prior to the scheduled event. 243 Article XI XIV – Duties of the Board of Directors TRUSTEES 244 245 Section I: association. 246 247 248 249 Section II: The Board of Directors shall serve as the Nominating Committee, preparing a slate of officers to present to the Board of Directors prior to the annual meeting. A three-­‐fourths (3/4) approval vote of the Board of Directors shall be necessary to approve the slate to be presented to the general membership at their annual meeting for vote.[Addressed in Article XII, Section I] 250 251 Section III II: The Board of Directors TRUSTEES shall exercise general supervision over the affairs and business of the association and shall meet at such time and place as their duties require. 252 253 Section IV III: The Board of Directors TRUSTEES may assist in maintaining the legal rights and privileges of the members when expedient, and when such action may lead to the general good of the profession. 254 255 256 Section V IV: In the event of a vacancy on the Board of Directors TRUSTEES, an eligible member of the association shall be selected by the Board of Directors TRUSTEES within thirty (30) days to fill the unexpired term. 257 Article XII XV – Rules of Order 258 259 260 Section I: The meetings of this association shall be governed by Robert’s Rules of Order, revised, except in such instances as are specifically provided for in the Constitution and Bylaws of this association. 261 Article XIII XVI– Assets 262 263 264 265 266 Section I: The Board of Directors TRUSTEES shall have complete control of the management of all assets of this association. They shall have the power to make loans to students in any of the osteopathic colleges. They are expressly authorized to those who agree to practice osteopathic medicine in the Commonwealth of Kentucky. Any loans will be on terms and conditions as delineated by the Board of Directors TRUSTEES. The Board of Directors TRUSTEES shall authorize and supervise all expenditures of this 267 268 269 270 Section II: The Board of Directors TRUSTEES shall have the power to accept gifts of money, property, or any other things of value on behalf of this association and shall be empowered to invest funds or property thus received or the proceeds of any property thus received, as in the honest exercise of their judgment they determine to be safe and proper investments. 271 Article XIV XVII– Amendments 272 273 274 Section I: Bylaws of this association may be amended by a majority vote at any regular or called meeting, a quorum being present; provided that the proposed amendments be filed with the Secretary at least thirty (30) days prior to the meeting. 275 Article XV XVIII – DISSOLUTION OF ASSOCIATION 276 277 278 279 280 SECTION I: UPON THE DISSOLUTION OF THIS ORGANIZATION, ASSETS SHALL BE DISTRIBUTED TO AN ORGANIZATION OR ORGANIZATIONS IN THE STATE OF KENTUCKY THAT PROVIDES EDUCATION TO OSTEOPATHIC PHYSICIANS, STUDENTS OR THE PUBLIC, AND THAT QUALIFIES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, OR CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE.