SLMMS - Bylaws

Approved at the October 12, 2004 Council Meeting

PREAMBLE

The purposes of this Society shall be to bring into one organization the doctors of medicine and the doctors of osteopathy; to promote the improvement of medical knowledge, literature and science, through the means of lectures, dissertations, communications, etc.; to encourage medical science; to enhance the dignity, permanency and usefulness of the practice of medicine; to make distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) (or the corresponding provision of any future United States Internal Revenue Law); and to organize its membership for negotiation and collective bargaining purposes. The functions of the organization shall be exclusively charitable, scientific and educational.

CHAPTER I. MEMBERS

Members in good standing of the St. Louis Metropolitan Medical Society are described as follows:

SECTION 1. ACTIVE MEMBERS

Any doctor of medicine or osteopathy of good professional standing, legally qualified, residing or practicing in St. Louis or St. Louis County who does not support or practice an exclusive system of medicine, and whose professional conduct is in accordance with the generally accepted principles of medical ethics shall be eligible to Active membership.

SECTION 2. HONOR MEMBERS

The Council may, at its discretion, place Active Members who have rendered distinguished service to medicine or to the community on an �honor list� and such members shall be known as �Honor members.� They shall enjoy all the privileges of Active membership.

SECTION 3. LIFE MEMBERS

The Council may, after due investigation and at its discretion, place members in good standing on the list of Life members who are disabled or withdrawn from active practice upon request to the Council. Upon request to the Council, Life membership may also be granted to those members in good standing who are at least 70 years old or have been Active members of component medical societies over 35 years. Such members shall enjoy all the privileges of Active membership, except to hold elective office.

SECTION 4. JUNIOR MEMBERS

Applicants may be admitted as Junior members after graduation in medicine or osteopathy and during the time they are serving full time internships, residencies, or fellowships, and including their first year of practice. Upon completion of the years that qualify them for Junior status, they shall automatically become Active members. Junior members shall have the same qualifications for admission and shall have the same privileges as Active members.

SECTION 5. RETIRED MEMBERS

Members who retire from the practice or teaching of medicine may maintain the retired classification while residing in this or any other part of the world by paying the dues as described in the bylaws Chapter XIII and may be reinstated to Active membership on application to the Council. They shall be entitled to receive the Bulletin and to participate in scientific, social and economic meetings of the Society.

SECTION 6. HONORARY MEMBERS

Distinguished members of the health care profession, may, by vote of the Society or Council be made Honorary members. They shall not be assessed dues and may not hold office or vote.

SECTION 7. CORRESPONDING MEMBERS

Any doctor of medicine or osteopathy residing and/or practicing outside of St. Louis and St. Louis County who are members in good standing of the Medical Society of the County in which they reside may, by vote of the Council, become Corresponding members of the St. Louis Metropolitan Medical Society so long as they retain membership in their own Society. They shall be entitled to receive the Medical Society Bulletin and to participate in scientific proceedings of the Society and to qualify for the group insurance programs of the Society.

SECTION 8. STUDENT MEMBERS

Student members shall be limited to those pursuing a course of study leading to the degree of Doctor of Medicine or Doctor of Osteopathy at a school approved by the American medical Association or American Osteopathic Association.

SECTION 9. MEMBERS WITH NO VOTE

Student, Corresponding, Honorary, and Retired members shall not be entitled to vote nor to hold office nor shall they be counted as members in determining the number of delegates to the Missouri State Medical Association to which the Society is entitled.

CHAPTER II. MEMBERSHIP

SECTION 1. MODE OF PROCEDURE FOR APPLICANTS

Any person who desires to become a member of the Society must make application in writing on the regular form. The application must be accompanied by the dues as provided for in Chapter XIII, Section 1, and a recent photograph. Applications shall be referred to the Membership Committee who shall report to the Council with recommendations. The Council shall then vote on the application and two-thirds of the votes cast shall be necessary to elect. The Membership Committee shall function under specific Rules of Conduct and Procedure which have been approved by the Council.

The reapplication of a rejected candidate shall not be received within six (6) months of such rejection and shall be processed in the same manner as a new application. Election of such candidates shall be by ballot of the Council and two-thirds of the votes cast shall be necessary to elect. If the applicant is again rejected by the Council, appeal from the Council�s vote may be made by the applicant or any Active member, to the Society-at-Large within three (3) months of the Council�s vote. In case of such an appeal, four-fifths of the vote cast at any regular meeting of the Society shall be necessary to elect. The application of a rejected candidate shall be returned to the Secretary who shall file it for future reference. Dues accompanying the application of the rejected candidate shall be returned to the applicant.

SECTION 2. MEMBERSHIP BY TRANSFER

A member of a component Society of the American Medical Association (AMA) or the American Osteopathic Association (AOA), whose professional conduct is in accordance with the generally accepted principles of medical ethics may be admitted to membership on a majority vote of the Council provided: 1) he/she has completed the regular members application form and this has been reviewed by the Membership Committee with approval of membership recommended; 2) the application has been accompanied by a transfer card from the Component County Society within sixty (60) days of issuance; and 3) no annual dues for the current year shall be charged such member, provided the dues have been paid to the Society from which the applicant is transferring. The Membership Committee shall function under specific Rules of Conduct and Procedure which have been approved by the Council.

SECTION 3. RESIDENT OF ADJOINING COUNTY

A doctor of medicine or osteopathy legally qualified, and residing in an adjoining county to the City or County of St. Louis, may become a member of this Society in like manner and on the same terms as such doctors living in the City or County, with permission of the county society in which the applicant lives.

SECTION 4. WITHDRAWAL BY TRANSFER

A member in good standing who is not indebted to the Society and against whom no charges are pending, may, upon request, be granted a transfer card as prescribed by the Missouri State Medical Association. In case the transfer is not completed, he remains a member in good standing of this Society. Any member who moves from the locality of this Society and thus becomes ineligible, due to location, for membership, provided there is a component society where he moves, shall forfeit his membership in this Society after one year. This shall not apply to members in the government services or to members who have retired from practice.

SECTION 5. PRIVILEGES OF MEMBERSHIP

All members shall be equally privileged to attend the meetings of the Society and to participate in the scientific proceedings. Active, Junior, Life, and Honor members shall be privileged to participate in the business affairs of the Society and to attend all meetings of the Council and the Standing Committees except the Ethics Committee and the Mediation Committee. They shall be eligible to hold all offices except as provided in Chapter 1, and to all honors within the gift of the Society.

SECTION 6. RESIGNATION

Any member in good standing may resign and the Council shall accept said resignation, unless at the time of said resignation, an investigation of the member is pending under Chapter II, Section 7, in which case the Council may refuse to accept said resignation until such investigation is completed and all actions pursuant thereto have been taken.

SECTION 7. MISCONDUCT

Any member accused of gross misconduct, either as a physician or a citizen, or of violating any of the provisions of the Bylaws, or other generally accepted principles of medical ethics, other than matters to be addressed by the Peer Review Committee, shall be initially liable to be investigated by the Ethics Committee.

SECTION 8. MAKING OF CHARGES

Charges of ethical misconduct against a member (other than matters to be addressed by the Peer Review Committee) must be made in writing and be delivered to the Secretary, who shall immediately furnish a copy to the Ethics Committee. If the Ethics Committee feels that the charge should be investigated, then the accused will be immediately furnished a copy of the accusation, and the Ethics Committee shall commence its investigation. During the Ethics Committee investigation the accused shall have all opportunity to furnish evidence and rebut the charges.

SECTION 9. TRIAL AND JUDGMENT

If the Ethics Committee finds misconduct, the charge will then be referred to the Council. If the Council agrees, the case shall be referred to the Mediation Committee who shall employ kindly efforts in the interest of peace, conciliation, or reformation, so far as possible and expedient. If these efforts fail, the Mediators shall present charges to the accused, and not earlier than ten (10) days thereafter shall try the case on its merits, giving the accused and the accuser ample opportunity to be heard. The Ethics Committee shall formulate and prosecute charges. The Mediators shall have the power to make findings and the power to recommend censure, suspension or expulsion of the member. Findings and recommendations of the Mediators shall be transmitted to the Council at its next regular meeting. The Council shall have the power to affirm or reverse the findings and recommendations of the Mediators. The Secretary shall notify all parties concerned, including the Society, of the Council�s action.

SECTION 10. APPEAL AND HEARING

The accused member, or five members of the Society, with the consent of the accused member who believe that the verdict is unjust or erroneous may appeal to the Council from the verdict. The appeal shall be made in writing and filed with the Secretary within ten (10) days after the Council�s verdict has been announced. The Council shall give the matter formal consideration, without unnecessary delay, and shall set a time for a hearing, due notice of which shall be given to all parties concerned, including the Mediators, who shall be permitted to appear and to be heard. During the investigation, no officer or member of the Society shall give publicity to the proceedings.

After the final disposition of the case, should the verdict be suspension, expulsion, censure or other action, the physician may be voted by name in the Council minutes. The decision may be communicated to the Missouri State Medical Association and the Missouri State Board of Registration for the Healing Arts by the Secretary.

SECTION 11. DELINQUENCY

Members in arrears for the current year shall, after April 1, forfeit the right to vote, to hold office, and to enjoy all benefits of the Society until the dues are paid in full for the current year. Any member in arrears after June 1, shall be dropped from membership in the Society. The Council may remit the dues of a member for one year in case of prolonged illness or other serious cause.

SECTION 12. REINSTATEMENT OF DELINQUENTS

Members dropped from the Society for nonpayment of dues shall be eligible for membership on the same terms and in like manner as original applicants, but shall be required to pay all indebtedness to the Society.

SECTION 13. REINSTATEMENT OF SUSPENDED MEMBER

Action by the Council to suspend a member from this Society shall be for a time fixed by the Council and commencing on the date of Council action. Suspension will nullify all benefits of Society membership. Suspended members may be reinstated to Active membership on application to the Council. They shall be required to pay all indebtedness to the Society, bringing dues up-to-date during the time the member was suspended.

SECTION 14. REINSTATEMENT OF EXPELLED MEMBER

Action by the Council to expel a member from this Society shall be for a period of time no longer than one (1) calendar year from the date of Council action. Expulsion will nullify all benefits of Society membership. Members expelled shall be eligible for membership on the same terms and in like manner as original applicants, shall be required to pay all indebtedness to the Society, and may apply no sooner than twelve (12) months of the date of expulsion, bringing dues up-to-date during the time the member was expelled.

CHAPTER III. OFFICERS

The Officers and Councilors are elected by the membership of the St. Louis Metropolitan Medical Society. Officers shall serve as ex officio members of the Council and the Delegate Body. The officers elected by the Society shall serve as officers of the Council and the Delegate Body.

SECTION 1. PRESIDENT

The President succeeds to the office in the year after he has been elected and served as President-Elect.

SECTION 2. PRESIDENT-ELECT

The President-Elect shall be elected annually by the Society and shall serve until a successor is elected and installed. At the conclusion of the term of office, the President-Elect shall automatically succeed to the office of President.

SECTION 3. VICE PRESIDENT

The Vice President shall be elected annually by the Society and shall serve until a successor is elected and installed.

SECTION 4. SECRETARY

The Secretary shall be elected annually by the Society and shall serve until a successor is elected and installed.

SECTION 5. TREASURER

The Treasurer shall be appointed by the President, subject to the approval of the Council, from the duly elected members of the Council for a one year term. The Treasurer shall serve until a successor is approved and installed.

SECTION 6. THE IMMEDIATE PAST PRESIDENT

The Immediate Past President of the St. Louis Metropolitan Medical Society, upon completion of the term as President, shall automatically become an ex officio member of the Council for one year.

SECTION 7. THE COUNCIL

The Council shall consist of eighteen (18) Councilors. The President, President-Elect, Vice President, Secretary and Immediate Past President shall serve as ex officio members of the Council. Six (6) Councilors shall be elected annually by the Society, each to serve three-year terms.

SECTION 8. REELECTION

The President, Vice President, and Councilors shall not succeed themselves in office, but in default of an election at the regular time, the Officers and Councilors shall perform their duties until a successor has been installed.

SECTION 9. TO FILL A VACANCY

The President shall be empowered to make an appointment, subject to the approval of the Council, to fill a vacancy in the Council or in the offices of Secretary or Vice President until the next annual election.

The President is entitled to vote only in case of a tie, all other members being entitled to a regular vote.

A vacancy shall be filled by a member of the Society, and such appointee shall be eligible for election to succeed himself/herself at the next regular election.

CHAPTER IV. COUNCIL

SECTION 1. DUTIES OF THE COUNCIL

The voting members of the Council shall include all Councilors and ex officio members.

The Council shall be the legislative and executive body of the Society, and shall conduct all business not otherwise provided for by the Bylaws. No bill for current or incidental expenses shall be paid until it has been approved by the Council, save for light, salary and such other regularly recurring charges as the Council may designate. The Council shall have charge of the property of the Society, real and personal, including all bequests and donations, and shall administer, invest and control it. The Council shall designate the institutions in which the personal property shall be deposited and the manner of depositing and withdrawing such property, but the Council shall not appropriate or expend funds for other than current, incidental and regularly recurring expenses without the approval of the Society. The Council may require any officer or employee of the Society to give such bond as the Council may determine, the premium to be paid by the Society.

SECTION 2. SUBCOMMITTEES OF THE COUNCIL

Audits, Budget, Bylaws, Election, Entertainment, House and Personnel, Library, and Program Committees are named by the President each year to be concerned with divisions of Society business and activities.

SECTION 3. EXECUTIVE VICE PRESIDENT

The Council shall be empowered to elect an Executive Vice President and such other personnel as may be necessary, who need not be members of the St. Louis Metropolitan Medical Society, each of whom shall perform duties as the Council may designate and receive salary and serve for such periods and under such conditions as the Council may determine.

SECTION 4. QUORUM

Twelve (12) members of the Council constitute a quorum for the transaction of business.

SECTION 5. REGULAR MEETINGS OF COUNCIL

The Council shall hold a minimum of ten (10) regular monthly meetings within the calendar year. Due notice of the time and place of meeting shall be sent to each Councilor by the Secretary and shall be published in the Bulletin.

SECTION 6. SPECIAL MEETINGS OF COUNCIL

Special meetings of the Council may be called by the President at any time and shall be called by the President upon the request of three (3) members of the Council. Notice shall be sent to the Councilors in advance of any special meeting, and shall contain information as to the nature of the business to be considered at the meeting, and no other business shall be transacted.

SECTION 7. MEETINGS OF COUNCIL OPEN

Members of the Society may attend the meetings of the Council, but they shall not be permitted to take part in the proceedings, unless by consent of the Council.

SECTION 8. ANNUAL MEETING OF THE COUNCIL

The first regular meeting of the Council in each calendar year shall be the annual meeting. At this meeting shall take place the installation of all Officers and Councilors and the appointment of all Committees within the jurisdiction of the Council.

At the annual meeting, the election of all other Offices, within the jurisdiction of the Council shall take place.

SECTION 9. ATTENDANCE OF COUNCILORS

A Councilor absent from three successive regular meetings of the Council without adequate excuse shall forfeit his membership in the Council. The Council shall be the judge of the validity of the excuse so offered. This provision shall not apply to the President nor to the Secretary of the Society.

SECTION 10. EXECUTIVE COMMITTEE

The Council shall elect from its membership at the time of reorganization in January of each year one senior Councilor (who has served on the Council for the past two years) and one junior Councilor (who has served on the Council for the past year.) These persons shall serve with the President, President-Elect, Vice President, Secretary, and Treasurer at the Executive Committee for the purpose of expediting routine business of the Council between regular meetings. A quorum for meetings of the Executive Committee shall consist of four (4) members and all decisions must be by majority vote of the full Executive Committee.

CHAPTER V. DELEGATES AND ALTERNATES TO THE

MISSOURI STATE MEDICAL ASSOCIATION

SECTION 1. CONSTITUENCY, DELEGATES AND ALTERNATES TO THE STATE ASSOCIATION

The number of Delegates and Alternates to be elected shall be determined by the number of members of the Society as of November tenth who have paid their annual dues to the Society on the basis of one Delegate and Alternate for twenty-five members or fraction thereof and one delegate for each one hundred or major fraction thereof.

When a component society�s full paid membership as of December 31 of the previous year reaches 1,000, that society shall be entitled to 30 additional delegates and alternates.

When a component society�s full paid membership as of December 31 of the previous year reaches 2,000, that society shall be entitled to an additional 50 delegates and alternates.

The President, President-Elect and Secretary shall serve as Delegates to the Missouri State Medical Association by reason of their office.

Each year, one-half of the Delegates shall be elected for a two-year term at the annual election. A Delegate may succeed himself. Each year a full complement of Alternates shall be elected at the annual election for a term of one year.

SECTION 2. METHOD

Delegates and Alternates shall be nominated as such at the annual nominating meeting. In the event that a Delegate cannot serve, the Chairman of the Delegates shall appoint a substitute from the list of Alternates.

Chapter VI. Meetings of the society

SECTION 1. REGULAR MEETINGS OF THE SOCIETY

There shall be regular meetings of the Society held at intervals throughout the year, as planned by the Program Subcommittee of the Council.

The regular meetings shall be of scientific or professional interest, but shall not be held for the transaction of business for the society. The subject, the participants, the time, the date, and the place are to be set by the Program Subcommittee of the Council.

SECTION 2. SPECIAL MEETINGS OF THE SOCIETY

A Special meeting may be convened at any time by the President and shall be convened by the President upon the request of twenty (20) Active members, provided that notice shall be sent to the President and to the members of the Society by the Secretary or by the members calling the meeting at least seven (7) days in advance. The notice of the meeting shall include a statement of purpose. The meeting will be concerned with the specified item of business only.

SECTION 3. NOMINATION OF OFFICERS

Annually, before the regular November meeting of the Council, there shall be held a meeting designated by the Council for the nomination of officers to serve the following year as provided in Chapter III.

SECTION 4. ANNUAL MEETING OF THE SOCIETY

The annual meeting shall be the first regular meeting of the Society in each calendar year, at which the newly elected officers are installed.

SECTION 5. QUORUM OF THE SOCIETY

Twenty (20) Active members of the Society shall constitute a quorum for the transaction of business.

Chapter VII. Duties of OFFICERS

SECTION 1. PRESIDENT

The President shall preside at all meetings of the Society and the Council and shall perform such duties as custom and parliamentary usages require, and such as are delegated to the President in these Bylaws. The President shall be an ex officio member of the Council.

SECTION 2. PRESIDENT-ELECT

The President-Elect shall become President at the next annual meeting of the Society following the installation as President-Elect. The President-Elect shall be a member ex officio of the Council and serve as a Delegate to Missouri State Medical Association. In the event of the death or resignation of the President-Elect, the place shall be filled at a special election of the Society.

SECTION 3. THE VICE PRESIDENT

The Vice President shall, in the prolonged absence from the city or incapacity of the President, assume the functions and duties of the President. In the event of the President�s death or resignation the Vice President shall succeed to the office of the President.

The vacated office of Vice President shall be filled from among the members of the Council, by appointment of the President, with the approval of the Council, for the remainder of the term.

SECTION 4. THE SECRETARY

The Secretary shall keep minutes of the proceedings of the Society. The Secretary shall be a member of the Council ex officio. The Secretary shall be custodian of the seal of the Society and of all records and papers belonging to the Society, except such as properly belonging to the Treasurer. The Secretary shall keep account of, and turn over to the Treasurer, all funds of the Society which may come into the Secretary�s hands. The Secretary, with the aid and cooperation of the Membership Committee shall make and keep a correct autograph list and card index of the members of the Society, noting each member�s correct name, address (office and residence), telephones, place and date of graduation, and date of certificate to practice medicine in Missouri. The Secretary shall conduct the official correspondence; notify members of meetings, officers of their election, and committee members of their appointment and duties, and shall perform all other duties prescribed by the Bylaws of the Society, and of the Missouri State Medical Association.

SECTION 5. THE TREASURER

The Treasurer shall demand and receive all money due the Society, which the Treasurer shall place in a depository to be designated by the Council. The further disposition of the money shall be prescribed by the Council. The receipt for the dues shall be in a form designated by the Council. The Treasurer shall pay money out of the treasury only as provided in Chapter IV, Section 1, of the Bylaws.

The Treasurer shall once a quarter submit accounts to the Council to be audited. The Treasurer shall make a statement of receipts, expenditures, and money on hand at each regular meeting of the Council, and to the Society at its annual meeting. The Treasurer shall keep a correct list of the members who have paid their dues and of those for whom an assessment is to be paid to the State Association, and shall furnish the list to the Secretary of the Missouri State Medical Association the assessment of the St. Louis Metropolitan Medical Society, when due and collected. The Treasurer shall be an ex officio member of the Endowments Committee.

Chapter VIII. Duties of Delegates

SECTION 1. ORGANIZATION

Within sixty (60) days after the annual election, the Delegates, upon call of the President of the Society, shall organize and elect a Chairman and Secretary.

SECTION 2. MEETINGS OF DELEGATES

All Meetings of the Delegates, after organization, shall be called by the Chairman of the Delegation. The Chairman shall call a meeting of the Delegates, also, at the request of any one of the following:

1. The President of the Society

2. The Councilor(s) of the Third District

3. Three members of the Delegation upon written petition by them.

The Delegates shall meet with the Councilor(s) of the Third District at stated meetings, called in the manner prescribed in the Bylaws.

Section 3. Caucus

Pursuant to Chapter IV, Section 4 of the bylaws of the Missouri State Medical Association, delegates present at the Annual Convention of the Missouri State Medical Association shall hold a meeting on or before the morning of the last day of the annual convention and elect Councilors and a Vice Councilor for their district. In the event that at such meeting nominations are made for one or more of the offices of Chairman or Vice Chairman of the Council of the Missouri State Medical Association or Secretary or Treasurer of the Missouri State Medical Association, the Councilors and Vice Councilor from the Third District shall be bound to support the nomination and election of said nominees on the first ballot.

SECTION 4. BUSINESS

The Delegates shall study the needs and welfare of the medical profession in its relationship to the county, state and national organizations, so as to effectively and intelligently represent the Society in the House of Delegates of the State Association. They shall consider the recommendations of the Society or Council as communicated through the offices.

SECTION 5. REPORT

The chairman of the Delegates shall present a report of the proceedings of the House of Delegates at the meeting of the Society which follows next after the meeting of the State Association, and this report shall be made a special order of business.

CHAPTER IX. COMMITTEES

SECTION 1. NUMBER AND TITLE OF STANDING COMMITTEES

There shall be fourteen (14) Standing Committees, namely:

-Awards and Honors

-Continuing Medical Education

-Emergency Medical Services

-Endowments

-Ethics

-Mediation

-Membership

-Nominating

-Past Presidents

-Peer Review

-Physician-Hospital Relations

-Public Relations and Health Education

-Publications

-William Beaumont Memorial (Necrology)

SECTION 2. STANDING COMMITTEE COMPOSITION

Where not otherwise specified, the Standing Committees shall consist of twelve (12) members, one-third of which are appointed each year by the President for three-year terms. All chairman shall be appointed by the President.

A member of any Standing Committee may be removed with cause by two-thirds majority vote of the Council. Whenever a vacancy due to death, resignation or removal occurs on any Standing Committee, the President shall appoint another member to fill the unexpired term.

The President may appoint additional members to the Standing Committee for a one year term with the advice and consent of the Council.

Within ten (10) days after the Annual Meeting of the Council, each Standing Committee shall organize.

The Chairman of each Standing Committee shall present to the Council at each regular meeting a report of the activities of the Committee during the month and an annual report at the end of the year.

The Secretary of each Standing Committee shall keep the minutes during each meeting which shall be reported to the Council. A summary of the year�s work of the committee shall be written for presentation at the regular December meeting of the Council.

Unless otherwise provided for in the Bylaws, no committee of the Society may act in any matter without having previously presented its recommendations to the Council for approval. Failing to receive such approval, the Committee may appeal from the action of the Council to the General Society, notice of which appeal must be published in the two issues of the Bulletin next preceding the meeting at which the appeal is to be presented.

SECTION 3. AWARDS AND HONORS COMMITTEE

The Awards and Honors Committee shall have five (5) members appointed by the President for the purpose of nominating to the Council those members who have served the Society and medicine well. They shall serve one year.

SECTION 4. CONTINUING MEDICAL EDUCATION COMMITTEE

Shall consist of at least six members who will review applications and recommend joint sponsorship of qualified programs from specialty societies, hospitals, and other health care organizations.

SECTION 5. EMERGENCY MEDICAL SERVICES COMMITTEE

A committee on Emergency Medical Services shall concern itself with the provision of Emergency Medical Services in the metropolitan area, and, in conjunction with this, will work closely with all area hospitals and the SLMMS-sponsored Greater Bi-State Disaster Medical Assistance Teams, MO-1 DMAT.

SECTION 6. ENDOWMENTS COMMITTEE

The Endowments Committee shall have in addition to the regular members, the President and the Treasurer.

The Endowments Committee acting with financial advisor(s) to be selected by the Council at its first meeting in January shall consider methods of depositing, investing and administering the funds and shall advise the Council on these matters. The advisor(s) selected by the Council shall attend the routine business of administering the funds.

Any plan affecting the disposition of the principal of the Endowments Funds, other than regular investment, shall be subject to the following procedure, to wit:

It shall be presented to the Council and after due consideration it shall be referred to the Society for approval, when it shall be returned to the Council which, upon review, shall report it back to the Society for final action. Each presentation to the Society shall be read at two consecutive regular meetings of the Society and shall be published in two consecutive issues of the Bulletin before any action is taken.

This Bylaw shall not be suspended, amended, nor altered, except at the first meeting in February of each year and then by a four-fifths affirmative vote.

SECTION 7. ETHICS COMMITTEE

The Ethics Committee shall investigate charges of gross misconduct by a member, either as a physician or a citizen, or of violation of any of the provisions of these Bylaws, or other generally accepted principles of medical ethics, other than matters to be addressed by the Peer Review Committee. The Ethics Committee shall formulate and prosecute charges before the Mediation Committee when instructed to do so by the Council.

SECTION 8. PEER REVIEW COMMITTEE

The Peer Review Committee shall have the Immediate Past President and the President-Elect as members, in addition to the regular members, all of whom shall be health care professionals.

The chairman of the Peer Review Committee shall be the Immediate Past President of the St. Louis Metropolitan Medical Society. The Secretary will serve as an ex officio member, in addition to the regular members.

The Peer Review Committee shall evaluate, maintain or monitor the quality and/or utilization of health care services provided by St. Louis Metropolitan Medical Society�s member physicians. The Committee shall execute this responsibility by considering matters which are submitted to the attention of the Committee. Notwithstanding the foregoing, the Committee shall have no duty to affirmatively or proactively monitor or investigate the health care services provided by the members of St. Louis Metropolitan Medical Society. The Committee may take action or make recommendations based upon the competence or professional conduct of an individual physician (which conduct affects or could affect adversely the health or welfare of a patient or patients), and which actions or recommendations may affect a physician�s membership in the St. Louis Metropolitan Medical Society. The Committee shall function under specific Peer Review Procedures as approved by the Council.

SECTION 9. MEDIATION COMMITTEE

The Mediation Committee shall have charge of all ethical matters between members, or between members and the Society, the profession, or the public, and shall hear and determine charges as provided in chapter II, Section 9 of the Bylaws.

SECTION 10. MEMBERSHIP COMMITTEE

The Membership Committee shall investigate the moral and professional standing of all applicants for membership and report with recommendations to the Council. They shall investigate delinquent members and report to the Council. They shall create and implement an annual membership development plan of action. The plan of action shall include aspects of member retention and recruitment of new members.

SECTION 11. NOMINATING COMMITTEE

The Nominating Committee shall consist of the three (3) most recent Past Presidents of the St. Louis Metropolitan Medical Society, and nine (9) members of the Society, one-third of which shall be appointed by the President for a term of three (3) years. The Nominating Committee shall prepare a slate of nominees for the regular Society meeting at which nominations are received.

The Nominating Committee shall meet prior to the regular Society meeting at which nominations are made. The Nominating Committee shall suggest one nominee each for President-Elect, Vice President, Secretary, Councilors and Missouri State Medical Association Delegates and Alternates.

SECTION 12. PAST PRESIDENTS COMMITTEE

The Past Presidents Committee shall create, develop, and review a long range plan for the St. Louis Metropolitan Medical Society. The committee shall also be advisory to the President and President-Elect and consult with the Officers of the Society on matters directed to them by the Council. Membership on the committee will be perpetual for all living Past Presidents.

SECTION 13. PHYSICIAN-HOSPITAL RELATIONS COMMITTEE

The Physician-Hospital Relations Committee shall have in addition to the regular members, the President and Executive Vice President as ex officio members.

The Physician-Hospital Relations Committee shall work with a representative of the hospital association in a joint Physician-Hospital Relations Committee which will consider problems of mutual concern to physicians and hospitals.

SECTION 14. PUBLIC RELATIONS AND HEALTH EDUCATION COMMITTEE

The Public Relations and Health Education Committee shall carefully investigate, consider, and take action, either upon its own initiative or upon that of the Society or Council, all matters which affect public interest and require education of the membership or the public in reference to those purposes stated in the Preamble to these Bylaws. The committee shall cooperate with Corresponding MSMA and AMA groups. In order to facilitate the work of this committee in its various ramifications, the President shall appoint subcommittees to deal with problems arising in the areas above mentioned. The chairmen of these subcommittees shall constitute the membership of the Public Relations and Health Education Committee and one of these shall be appointed by the President as Chairman of the Public Relations and Health Education Committee.

SECTION 15. PUBLICATIONS COMMITTEE

The Publications Committee shall publish the Bulletin and other literature subject to the approval of the Council. The Publications Committee chairman shall be the Editor of the Bulletin. The Editor may appoint such assistants as are deemed necessary, subject to the approval of the Committee. The Editor shall be empowered to reject, condense, abridge, or abbreviate all items contributed to the Bulletin. When less than unabridged Council minutes are published they shall be labeled as such, and the announcement printed that full unabridged copies are available at the Medical Society offices. The Chairman or another member of the committee shall attend the meetings of the Council.

SECTION 16. WILLIAM BEAUMONT MEMORIAL COMMITTEE (NECROLOGY)

The William Beaumont Memorial Committee will be charged with the responsibility of supervising the Society�s endeavors to perpetuate the memory of one of its most erstwhile members by whatever procedure or manner might receive the approval of the Society or its Council.

The Committee shall also take cognizance of the death of members of the Society in a suitable manner. A notice of the death of a member shall be printed in the Bulletin with biographical data.

SECTION 17. SPECIAL COMMITTEE

The President, with Council approval, may appoint Special Committees to function during the President�s term in office.

SECTION 18. AD HOC COMMITTEE

The President, with Council approval, may appoint Ad Hoc Committees to function until their work is completed.

SECTION 19. LAY ADVISORY COMMITTEE

The Lay Advisory Committee shall be composed of fifteen (15) lay persons one-third of which are appointed each year by the Council upon nomination by the President-Elect. The duties of the Committee are to meet upon call of the President to consider matters related to the delivery of quality medical care in the St. Louis metropolitan area, to make recommendations for the improvement of community relations of the Medical Society membership, and to serve on Committees of the Society designated by the President-Elect.

SECTION 20. HOSPITAL MEDICAL STAFF SECTION

There shall be a special Section for hospital medical staff physicians. The President, with approval of the Council, shall delegate investigative planning, or routine administrative duties to the Hospital Medical Staff Section. The Section reports only to the authority that appointed it. The Section shall function under specific Rules of Conduct and Procedure which have been approved by the Council.

SECTION 21. RESIDENT PHYSICIAN SECTION

The Resident Physician Section shall function on the local level to represent the Junior Members of the St. Louis Metropolitan Medical Society to the Missouri State Medical Association Resident Physician Section. The Section shall function under specific Rules of Conduct and Procedure which have been approved by the Council.

Chapter X. DUES AND ASSESSMENTS

Section 1. Dues

Each member is responsible for paying applicable Missouri State Medical Association and American Medical Association dues.

The annual dues to this Society of the various classes of membership shall be: fixed by the Council at any regular meeting. Any change of dues to this Society shall be announced to the membership by publishing in the next available issue of the bulletin and/or by mailing to all voting members of the Society at least two weeks prior to the Council meeting at which the Council shall vote on the dues increase. Approval of the dues increase shall be by two-thirds majority vote of the Council.

Dues of new applicants elected to membership after the sixth month of any year shall be prorated to cover the number of months remaining in the year and the next dues year. The amount shall be determined by the date of receipt of the application. Six to nine months 50%, nine to twelve months 0%.

Dues are due and payable January first of each year. Delinquency shall date in such cases from three months after a default in payment.

Members on active duty with the Armed Forces of the United States shall not be subject to the payment of dues during their term of service in time of declared war or who have a permanent duty station in excess of fifty miles outside the Metropolitan St. Louis area.

SECTION 2. ASSESSMENTS

An assessment of its Active membership may be made by the Society on a two-thirds majority vote by mail ballot, providing such assessment has been approved by two thirds of the Council members present and voting, and that a special notice regarding such an assessment, and the need thereof, has been previously mailed to the membership at least one week in advance of the regular or special meeting. Such assessment shall be as binding on the Active membership as are the dues.

CHAPTER XI. ELECTIONS

SECTION 1. NOTIFICATION OF MEMBERS

On or before November first, the Council shall notify every member whose signature is not filed with the Secretary that the member�s ballot will be rejected unless such signature is filed.

SECTION 2. NOMINATING BALLOT

Candidates for President-Elect, Vice President, Secretary, Councilors, and Delegates and Alternates to the Missouri State Medical Association, shall be chosen as follows:

The Society, at the Annual Nominating Meeting designated by the Council, as provided in Chapter IX, Section 3, shall make nominations for all offices to be filled for the ensuing year. Two nominations may be made for any office. The slate of nominees from the Nominating Committee shall be accepted as one of the two nominees and the second slot may be filled by nomination from the floor. The method for choosing the second nominee for any office shall be by majority vote of those present. Such nominations shall be made from the floor of the Society, provided that no name shall be presented unless it is definitely known that the member proposed is willing and able to serve if elected.

SECTION 3. ELECTION BALLOT

On or before November fifteenth, the Council shall notify each member entitled to vote, that the ballot with the names of the nominees is posted on the Web site, www.slmms.org, with instructions for casting a secret ballot. An eligible voter may request a printed ballot with the names of the nominees printed thereon and a square before each name in which the voter may indicate by marking an X in the square the member�s individual choice. Should the member wish not to vote for a nominee, the member balloting may use the extra spaces at the end of the list of candidates to �write in� an individual choice, but nothing in this section shall be construed as a limitation of the right of any member to vote for whomsoever is desired. With the ballot shall be sent a return envelope directed to the �Secretary of the St. Louis Metropolitan Medical Society,� and containing in the upper left-hand corner the words �Election Ballot,� over a blank space in which the voter must WRITE his/her legal signature and address in ink. The ballot may also contain any proposition which the Society or Council may desire to submit to the vote of the members. Nominations and propositions shall be printed in each available edition of the Bulletin, and shall be posted on the bulletin board until after the election.

SECTION 4. CASTING OF BALLOTS

After preparing the ballot, the voter shall deliver it, sealed, by mail or otherwise, in an official return envelope, addressed to the Secretary, with a legal signature. The Secretary shall direct the Staff of the St. Louis Metropolitan Medical Society to verify the legal signature as that of the SLMMS member. Upon verification the Secretary shall cause receipt of the ballot to be registered upon the roster of the Society, and both envelope and ballot to be numbered, seriatim, for identification in case of dispute or contest. The numbered envelope shall be deposited in a sealed ballot box to await counting.

The Secretary shall permit no one to inspect the ballots, and shall give no information concerning them while they remain in his custody. No ballot received after twelve o�clock noon, of November twenty-fifth, shall be counted.

When November twenty-fifth is Sunday or a holiday, this provision shall be extended to noon of the next regular business day of the Society.

SECTION 5. COUNTING OF BALLOTS

On or before November thirtieth the Council shall meet, and, in the presence of a quorum, shall receive ballots from the Secretary. The Secretary will have verified the signatures, numbered the ballots, seriatim, and slit the ballot envelope in preparation for counting.

The Council shall remove ballots from the envelopes, one by one, face down. Council members, with the assistance of staff and any Society member who wishes to assist the Council shall count the ballots.

Any type of mark in front of the name shall be construed as a vote for the candidate.

The ballot for any particular office shall be considered void if too many are voted for and valid if too few are voted for. The Council shall reject all ballots which do not conform to Section 1, 3, 4, and 5 of this chapter of the Bylaws, but shall preserve both valid and defective ballots and envelopes.

The Council shall cast up the vote and shall announce the result at the next regular meeting of the Society.

SECTION 6. RESULT OF ELECTION

The candidate receiving the highest number of votes shall be declared elected. In case of a tie in the votes for any office, the issue shall be decided by a Council meeting especially called for this purpose and within two weeks of said election.

SECTION 7. CONTESTS

Contests must be submitted in writing to the Council within three (3) days after the result of the election has been announced to the Society. No Officer, Delegate or Alternate whose election is contested shall be installed until after such contest is decided. The Council shall decide all contested elections before the annual meeting. The Secretary shall preserve in the sealed box all ballots and envelopes, subject to the call of the Council during this period. Four (4) days after the announcement of the election, if no contest be filed, the ballots shall be preserved for four (4) days after final disposition of the case, when the ballots shall be destroyed in the presence of the President and Secretary.

SECTION 8. REVERSE SIDE OF BALLOT

This Chapter shall be printed on the reverse side of each ballot.

CHAPTER XII. BULLETIN

SECTION 1. OBJECT

The Society, through its Publications Committee, shall issue a bulletin, which shall contain the advance programs of the Society and sections; authors� abstracts; programs and announcements of other medical organizations, on terms approved by the Council; important reports of officers and committees; notes and comments on the business and work of the Society; queries and answers from members, general news of local interest; and any other matter which will contribute to making such a medium of communication helpful to the members of the Society and to visitors by presenting in concise form an index of the medical life of Metropolitan St. Louis.

CHAPTER XIII. SEAL

SECTION 1. SEAL

The Seal of the Society shall be, and is, according to the following specifications, to wit:

(1) A circle, 42mm., in diameter, width 1 mm., its markings, a conventionalized rope pattern.

(2) A concentric circle, 29 mm. in diameter, width 0.5 mm. plain.

(3) A central composition consisting of 4 fleur-de-lis, each 5 mm. in height, arranged radially, their bases in opposition, interapocal distance, 11 mm.

(4) The superior half of the inter-circular space is occupied by the words, ST. LOUIS METROPOLITAN MEDICAL. The inferior half of the inter-circular space is occupied by the word SOCIETY, separated from the foregoing words on either side by three stars, the center one being the largest.

Chapter XIV. Miscellaneous

Section 1. Amendments

On joint motion by four (4) or more members of the Council, the Bylaws may be amended by the Council on affirmative vote of two-thirds of the members of the Council, provided previous notice setting forth the changes proposed shall be given publication in the Bulletin for two successive issues preceding the time of the voting. The details and time of the voting are to be decided by the Council.

SECTION 2. SUSPENSION OF A BYLAW

Any chapter or section of these Bylaws may be suspended by a unanimous vote of the members present at any meeting of the Council, but in no event less than two-thirds of the members of the Council, except as provided by the Bylaws pertaining to the endowment funds (Chapter XIII, Section 5).

SECTION 3. REMOVAL OF OFFICERS

The Missouri statutes provide that non-for-profit corporations may remove elected or appointed officials whenever the best interests of the corporation will be served thereby. Therefore, it is the right of the Society to suspend or remove its elected or appointed officials, including delegates to the Missouri State Medical Association elected by the Society, for valid cause according to the following procedures:

Procedures for removal or suspension shall be initiated by the filing of a written petition with the Secretary, which petition shall state cause for removal or suspension and must be signed by 50 or more members in good standing.

Thereafter, the Council shall conduct a hearing upon the allegations in the petition within a reasonable time. The accused official shall receive a copy of the petition, shall have the right to counsel, and an opportunity to respond to the charges at the hearing. All fundamental safeguards of due process shall apply.

In the case of an appointed official, the Council shall thereafter determine whether or not to suspend or remove said official. A vote of two-thirds of the entire Council shall be required for suspension or removal.

In the case of an elected official, the Council shall make and publish its recommendations following the hearing, and thereafter set a special election for the membership within a reasonable time, to determine whether or not to suspend or remove said official. A majority of the members in good standing voting shall be required for suspension or removal.

The Council shall have the responsibility of administering a decision made by the Council or the membership to suspend or remove an official.

SECTION 4. SPECIAL APPROPRIATIONS

All motions or resolutions calling for the expenditures of money not provided for in the budget adopted by the Council shall be referred to and approved by the Council before being presented to the Society for action at a Special meeting called by the President. Failure to receive such approval, the proponents of the proposition may appeal the action of the Council to the Society by notice in writing to the Council prior to its next meeting. Notice of such appeal must be published in the two issues of the Bulletin preceding the Special meeting of the Society at which the appeal is to be presented.

SECTION 5. ORDER OF BUSINESS OF SOCIETY MEETINGS

The order of business at the regular and special meetings of the Society shall be:

(1) Reading of the minutes

(2) Reading of papers and discussions

(3) Reports of officers and committees

(4) Unfinished business

(5) New business

(6) Adjournment

SECTION 6. ORDER OF BUSINESS OF COUNCIL MEETINGS

The order of business of the meetings of the Council shall be:

(1) Reading of minutes

(2) Bills and communications

(3) Reports of standing committees

(4) Reports of special committees

(5) Unfinished business

(6) New business

(7) Adjournment

SECTION 7. ORDER OF BUSINESS OF ANNUAL MEETINGS OF THE COUNCIL AND SOCIETY

The order of business at the annual meetings of the Council and Society shall be:

(1) Reports of Officers and Committees

(2) Address by the retiring President

(3) Induction of officers elected

(4) Address of the President

(5) Miscellaneous business

(6) Adjournment

SECTION 8. FISCAL YEAR

The fiscal year of the Society shall be the calendar year.

SECTION 9. PARLIAMENTARY AUTHORITY

In any contingency that may arise, not provided for in these Bylaws, the then current Sturgis Standard Code of Parliamentary Procedure shall prevail.

SECTION 10. STOCK OWNERSHIP

In the event the Society owns or later acquires stock ownership in a for-profit corporation or the beneficial ownership of a not-for-profit corporation, the voting rights of the Society in such case shall be exercised by the Council. In the event the Society owns or later acquires more than 50% of the stock of a for-profit corporation, then Directors so elected shall be limited to the Executive Vice President of the Society and members of the Council.