Proposed new Bylaws up for Adoption - Revised November 24, 2007

PREAMBLE

Mission

The mission of this Society is to advance the interests of SLMMS members, and to improve the members’ ability to provide quality healthcare to the St. Louis metropolitan community, by unifying all St. Louis area physicians for their common interests.

Purposes

The purposes of the 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, and communications; 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 advocate for goals and purposes that are important to the practice of medicine. The functions of the organization shall be exclusively charitable, scientific and educational.

CHAPTER I. MEMBERS

CHAPTER I. MEMBERS

Members of the St. Louis Metropolitan Medical Society (SLMMS) are classified into the following categories:

Section 1: Active Members.
Any doctor 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 for 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due investigation and at its discretion, place members in good standing on the list of Life Members who are disabled or withdrawn from active practice upon request to the Council. 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 more than 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, or during 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 Chapter X 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 magazine and to participate in scientific proceedings of the Society and to qualify for any special group insurance programs or investment programs offered from time to time in association with 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. Application Procedure.
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 X, 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 membership application form and this has been reviewed by the Membership Committee with approval of membership recommended; and 2) the application has been accompanied by a transfer card from the Component County Society within sixty (60) days of issuance. No annual dues for the current year shall be charged such member, provided current year’s dues have been paid to the Society from which the applicant is transferring.

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 of St. Louis, 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 the 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, to attend all meetings of the Council and the Standing committees except the Peer Review Committee, and to hold all offices except as provided in Chapter I 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, shall be liable to be investigated by the Peer Review Committee.

Section 8. Ethics.
The principals of medical ethics promulgated from time to time by the American Medical Association and/or the American Osteopathic Association, and the Missouri State Medical Association and/or the Missouri Association of Osteopathic Physicians shall regulate and govern all members of this Society.

Section 9. Making of Charges.
Charges of ethical misconduct against a member must be made in writing and delivered to the Secretary, who shall immediately furnish a copy to the Peer Review Committee. If the Committee feels that the charge should be investigated, then the accused will be immediately furnished a copy of the charges, and the Committee shall commence its investigation. During the investigation the accused shall have all opportunity to furnish evidence and rebut the charges.

Section 10. Trial and Judgment.
If the Peer Review Committee finds misconduct, the charges will then be referred to the Council. If the Council agrees, the case shall be referred back to the Peer Review committee for mediation. This shall include the Committee’s best efforts in the interest of peace, conciliation or reformation, so far as possible and expedient. If these efforts fail, the Committee 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 Committee shall formulate and prosecute charges, and shall have the power to make findings and to recommend censure, suspension of membership, or expulsion from the Society. Findings and recommendations of the Committee 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 Committee. The Secretary shall notify all parties concerned, including the Society, of the Council’s action.

Section 11. 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 the verdict to the Council. 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 Peer Review Committee, and the appealing member(s) 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 censure, suspension, or expulsion, the physician may be named 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 12. 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 forgive the dues of a member for one year in case of prolonged illness or other serious cause.

Section 13. Delinquency and Reinstatement.
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 14. Suspension and Reinstatement.
Action by the Council to suspend a member from the Society shall be for a time fixed by the Council and commence 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 to include the time period during which the member was suspended.

Section 15. Expulsion and Reinstatement.
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 from the date of expulsion, bringing dues up-to-date to include the time period during which the members was expelled.

Section 16. Directory.
A directory of the membership of the Society shall be available to all members. Any use of the Directory for commercial or personal purposes must receive prior approval of the Council; however, this responsibility may be delegated to staff when appropriate.

CHAPTER III. OFFICERS

The officers and Councilors are elected by the membership of the St. Louis Metropolitan Medical Society, except the Treasurer, who is appointed and approved as provided for in Section 5 of this Chapter. Officers shall serve as ex officio members and as officers of the Council and the Delegate Body.

Section 1. President.
The President succeeds to 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 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, or until he/she prematurely assumes the presidency in the event of a vacancy in that office.

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 Councilors 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, 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, with the Immediate Past President, President, President-Elect, Vice President, and Secretary serving as ex officio members. Six (6) councilors shall be elected annually, 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 successors have been installed.

Section 9. Vacancies.
The President shall be empowered to make appointments, subject to the approval of the Council, to fill vacancies among the Councilors or in the offices of Secretary or Vice President until the next annual election. A vacancy shall be filled by a qualified member of the Society, and such appointee shall be eligible for election to succeed himself at the next regular election. In the event of the death or resignation of the President-Elect, the office shall be filled at a special election of the Society

Section 10. Removal.
Elected or appointed officers, councilors or delegates may be removed for valid cause whenever the best interests of the Society will be served, as determined by the Council and the membership. Procedures for removal or suspension shall be initiated by the filing of a written petition with the Secretary stating the cause for removal or suspension, signed by fifty (50) or more members in good standing, or by a resolution of the Council approved by at least a two-thirds majority vote.
After a petition or resolution is received by the Secretary, and is judged to have met the requirements of this section, the Council shall conduct a hearing upon the allegations in the petition or resolution within a reasonable time. The accused official shall receive a copy of the petition or resolution, shall have right to counsel at their own expense, 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 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 any decision made in this regard.

Section 11. Indemnification.
The Society (as a corporation) shall indemnify and hold harmless each officer, councilor, employee or agent now or hereafter serving the corporation from and against any and all claims and liabilities to which he may be or become subject by reason of his now or hereafter being or having heretofore been a officer, councilor, employee or agent of the corporation and/or by reason of his alleged acts of omissions as such officer, councilor, employee, or agent whether or not he continues to be such officer, councilor, employee or agent at the time when any such claim or liability is asserted, and shall reimburse each such officer, councilor, employee or agent for all legal and other expenses reasonably incurred by him in connection with the defending of any and all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlements made before final adjudication with the approval of the Council whether or not he continues to be such officer, councilor, employee or agent at the time such expenses are incurred,; provided, however that no officer, councilor, employee or agent shall be indemnified against any claim or liability arising out of his own bad faith or willful misconduct or shall be indemnified against or reimbursed for any expenses incurred in defending any or all such claims or liability or in settling the same unless in the judgment of the Council, the officer, councilor, employee or agent against whom such claim or liability is asserted has not acted in bad faith or committed willful misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which any officer, councilor, employee or agent may be entitled as a matter of law.

Section 12. Directors and Officers Liability Insurance.
The Council shall see that appropriate directors and officers liability insurance coverage is maintained to provide sufficient coverage for all officers, councilors, employees and agents of the Society in the event of errors, omissions, or other relevant liability risks. Such coverage shall cover prior acts.

CHAPTER IV. COUNCIL

Section 1. Duties of the Council.
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 unbudgeted expenses shall be paid without approval from the Council. 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 approve the institutions in which Society funds are deposited and the manner of depositing and withdrawing such funds. 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.
Subcommittees of the Council to perform specific functions shall be appointed from time to time by the president, subject to approval of the Council. These committees will expire at the end of the year in which they were appointed unless reappointed by the next president with continued approval by the Council.

Section 3. Executive Vice President
The Council shall be empowered to select an Executive Vice President and other personnel as may be necessary to assist the Council, who need not be members of the Society, each of whom shall perform duties as the Council may designate and receive compensation 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. Voting.
The voting members of the Council shall include all Councilors and ex officio members. The President is entitled to vote only in case of a tie, all other members being entitled to a regular vote.

Section 6. Regular Meetings of the Council.
The Council shall hold a minimum of nine (9) regular monthly meetings within the calendar year. Due notice of the time and place of meetings shall be sent to each Council member and published in the magazine.

Section 7. Special Meetings of the Council.
Special meetings of the Council may be called by the President at any time. or 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. No other business shall be transacted.

Section 8. Open Meetings.
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 9. Annual Meeting.
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 10. Attendance.
A councilor or officer absent from three successive regular meetings of the Council without adequate excuse shall forfeit his/her 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 or Secretary.

Section 11. 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 Immediate Past President, President, President-Elect, Vice President, Secretary and Treasurer as an Executive Committee for the purpose of expediting routine business of the Council between regular meetings. A quorum for action by 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.
The number of Delegates and Alternates to be elected shall be determined by the Missouri State Medical Association and may vary from time to time.

Section 2. Delegates by Virtue of Office.
The President, President-Elect and Secretary shall serve as Delegates to the Missouri State Medical Association by virtue 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/herself. Each year a full complement of Alternates shall be elected at the annual election for a term of one year.

CHAPTER VI. MEETINGS OF THE SOCIETY

Section 1. Annual Meeting.
There shall be an Annual Meeting for all members held in January of each year at which the newly elected officers are installed.

Section 2. Regular Meetings.
There shall be additional regular meetings held at various times throughout the year as determined by the Council. These may be of scientific or professional interest, but shall not be held for the transaction of Society business.

Section 3. Nomination of Officers.
Annually, before the regular November meeting of the Council, there shall be held a meeting designated to receive the report of the Nominations Committee and for the nomination of officers to serve the following year.

Section 4. Special Meetings.
A special meeting may be convened at any time by the President on his own initiative or by the President upon the request of twenty (20) Active members, provided that notice shall be sent to the members of the Society by the Secretary at least seven (7) days in advance. The notice of the meeting shall include a statement of purpose and the meeting will be concerned only with the specified item or items of business included in the notice.

Section 5. Quorum.
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 usage requires, 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 an ex officio member of the Council.

Section 3. 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, and presides when it is necessary for the President to temporarily vacate the chair. When acting in the place of the President, the Vice President has all the powers, duties, responsibilities, and privileges of the President. In the event of the President’s death or resignation the Vice President shall succeed to the office of President. The Vice President shall be an ex officio member of the Council.

Section 4. Secretary.
The Secretary shall be responsible for minutes of the proceedings of the Society, serves as the chief recording and corresponding officer and as the formal custodian of the records, although the day to day handling of such duties may be assigned to a paid designee approved by the Council. The Secretary shall be an ex officio member of the Council.

Section 5. Treasurer.
The Treasurer shall be responsible for the collection and disbursement of all funds of the Society, and insure that deposits and accounts are provided for as required by the Council. The Treasurer shall make an accounting of all Society funds each year, and to the Council on a regular basis.

CHAPTER VIII. DUTIES OF DELEGATES

Section 1. Organization.
The President of the Society serves as the Chairman of the MSMA delegation, and the Secretary of the Society serves as the delegation Secretary. If they cannot attend and/or serve, the Council shall name substitutes.

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:

a. The President of the Society
b. A Councilor of the Third District
c. Three members of the Delegation upon written petition.
The Delegates shall meet with the Councilor(s) of the Third District at such a meeting called in the manner prescribed above.

Section 3. Caucus.
Pursuant to the bylaws of the Missouri State Medical Association, delegates present at the Annual Convention of the MSMA 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 MSMA or Secretary or Treasurer of the MSMA, 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. Standing Committees – Number and Name.

There shall be eight standing committees.

a. Continuing Medical Education.
b. Finance and Endowment
c. Membership
d. Nominating
e. Peer Review
f. Physician Grievance
g. Publication
h. Political Advocacy

Section 2. Committee Size.
Where not otherwise specified, Standing Committees shall consist of nine (9) members, one-third of whom are appointed each year by the President for three-year terms. All chairmen shall be appointed by the President annually. 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. A member may be removed with cause by two-thirds vote of the Council.

Section 3. Committee Range of Authority.
Unless otherwise provided for in the Bylaws, no committee may act in any matter without having previously presented its recommendations to the Council for approval.

Section 4. Continuing Medical Education Committee.
The Continuing Medical Education Committee consists of five members appointed annually by the President for the purpose of overseeing the CME program of the Society and approving requests for CME. It may also recommend its own programs of education to the Council for implementation.

Section 5. Finance and Endowment Committee.
The Finance and Endowment Committee shall consist of five members by virtue of office. They are the President, Vice President, Treasurer, President Elect and Immediate Vice President. The committee is charged with overseeing the general finances and investments of the Society, including relevant policies and procedures established by the Council from time to time. A detailed annual budget will be presented by the committee to the Council for approval each year no later than at the Council’s December meeting.

Section 6. Membership Committee.
The Membership Committee shall consist of no less than five members appointed annually by the president. The committee is charged with recruiting new members and the retention of existing members. The committee shall review the applications of new members and requests for changes in membership status, and through the Executive Vice President, make recommendations to the Council.

Section 7. Nominating Committee.
The Nominating Committee shall consist of the three (3) most recent past presidents of the Society and nine additional members, one-third of whom shall be appointed by the President each year for a term of three (3) years. The committee shall prepare a slate of nominees for the regular Society meeting at which nominations are received each year.

Section 8. Peer Review Committee.
The Peer Review Committee consists of the Immediate Past President and President Elect by virtue of office, with six additional members, one-third of whom shall be appointed by the President each year for a term of three years. The Immediate Past President serves as Chair, and the Society Secretary serves as an ex-officio committee member. The committee shall review complaints regarding members from the public and from fellow physicians.

Section 9. Physician Grievance Committee.
The Physician Grievance Committee consists of the Vice President by virtue of office and six additional members, with two members appointed annually by the president for terms of three years. The committee shall review complaints from members regarding insurance companies, third party payers, and other entities interfacing between physicians and their patients.

Section 10. Publication Committee.
The Publication Committee shall consist of no less than seven members, with the Executive Vice President serving as one of the members and as the committee chair. At least two members shall be appointed annually by the President each year for a term of three years. The committee shall work with staff to review formal publications of the Society and to make and solicit contributions for the Society’s official journal, St. Louis Metropolitan Medicine.

Section 11. Political Advocacy Committee
The Political Advocacy Committee functions to facilitate the process of political expediency when political and/or legislative situations arise wherein the interests of physicians or the medical community are at stake. This committee serves for the purpose of rapid communications only, and does not involve itself in financial contributions.

Section 12. Special Committees.
Not withstanding any of the other provisions in this chapter, the President, with the approval of the Council, may appoint such special or ad hoc committees as it deems necessary for the conduct of the affairs of the Society. Such committees shall automatically be dissolved upon completion of their task, or at expiration of one (1) year’s service, unless reappointed by the then current President and approved by the Council.

CHAPTER X. DUES AND ASSESSMENTS

Section 1. 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 the Society shall be announced to the membership in the next available issue of the SLMM and/or by mailing to all voting members at least fourteen business days prior to the meeting where such action shall be deliberated and taken. Approval of any increases or decreases shall be decided by a two-thirds majority of the Council.
Dues of new applicants elected to membership shall be prorated on a quarterly basis as determined by the Council. The amount shall be determined by the date of receipt of the application.
Dues are due and payable January 1 of each year. Members not paying by March 31 shall become delinquent.
Members serving actively with the Armed Forces of the United States shall not be subject to the payment of dues during their term of service if their permanent duty station is in excess of fifty miles from the St. Louis metropolitan 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 previously 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 where such Council action is to be deliberated and possibly taken. Such assessment shall be as binding on the Active membership as are dues.

CHAPTER XI. ELECTIONS

Section 1. Nominations.
A meeting of the Nominations Committee shall be held each year in June to prepare a slate of candidates for President Elect, Vice President, Secretary, Councilors, and Delegates and Alternate Delegates to the Missouri State Medical Association. This slate shall be presented to the membership during a general meeting in September at which time additional nominations may be offered by members. The specific dates of such meetings shall be determined annually by the Council.
The Committee makes the first nomination for each office, however, a second nomination may be made by the membership at the general meeting. The method for choosing the second nominee for any office shall be by majority vote of those present. Such nomination shall be made from the floor, provided that no name shall be presented unless it is known that the member proposed is willing and able to serve if elected.

Section 2. Requirements for Office.
In order to be eligible to serve as President Elect or Vice President, previous service on the council is required, as well as membership in the Society for no less than three continuous years immediately prior to the date that the office would be assumed.

Section 3. Election Ballot.
No later than November 15, the Council shall notify each member entitled to vote that the official ballot is posted on the Society website, with instructions for casting an online secret ballot. Notwithstanding this provision, an eligible voting member may request a printed ballot be provided to them. All ballots shall provide a place for additional write-in nominations. The entire contents of this chapter of these bylaws shall be reproduced and provided along with the presentation of all ballots.
The Council shall determine annually how completed ballots will be validated. 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, November 25, shall be counted. The candidate receiving the largest 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 majority vote of the Council at a meeting especially called for this purpose and within two weeks of the election. Results of the election shall be provided to the Council at the earliest practical time, and the Council shall determine the best and most expedient way of informing the membership of the results.

Section 4. Special Propositions.
The annual election ballot may also contain any proposition which the Council may desire to submit to a vote of the members.

Section 5. Advance Notice of Election.
Nominations and propositions shall be printed and election dates announced in the earliest possible issue of the Society journal, St. Louis Metropolitan Medicine

Section 6. Contested Elections.
Any contest 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 delegate whose election is contested shall be installed until after such contest is decided. The Council shall decide any contested election before the annual meeting. The Secretary shall preserve all ballots, subject to the call and review of the Council during this period. Four (4) days after the announcement, if no contest is filed, the ballots shall be destroyed. If a contest is filed, the ballots shall be preserved until such contest has been resolved, at which time they shall be destroyed.

CHAPTER XII. JOURNAL

Section 1. Name.
The name of the regular journal of the Society shall be St. Louis Metropolitan Medicine.

Section 2. Publication Schedule and Distribution.
The journal shall be published and provided to every member of the Society on a schedule determined by the Council. A portion of each member’s dues shall be budgeted to assist with the publication and distribution.

Section 3. Purpose.
The purpose of the journal shall be to provide members with the advance programs of the Society and its adjuncts, authors’ abstracts, programs and announcements of other medical organizations, important reports of officers and committees, note 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. All such contents are subject to the review of the Publication Committee, and final approval of the Council.

SECTION XIII. GRAPHIC REPRESENTATIONS.

Section 1. Purpose.
For purposes of printing and publicity, from time to time and as appropriate the Society will use a seal and/or logo.

Section 2. Seal.
The Seal of the Society shall be a circle with four (4) fleur-de-lis, arranged radially with their bases in opposition, with the outside circular border constructed of a rope pattern. It shall contain the words St. Louis Metropolitan Medical Society. A graphic representation of the seal is included in the attachment to these Bylaws.

Section 3. Logo.
The Logo of the Society shall be a vertically elongated rectangle with concave rounded corners containing a traditional caduceus with the acronym SLMMS running vertically down the left side. A graphic representation of the logo is included in the attachment to these bylaws.

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 of the proposed changes is published thirty (30) days prior to 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, section or provision of these Bylaws may be temporarily 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.

Section 3. Fiscal Year.
The fiscal year of the Society shall be January 1 through December 31.

Section 4. Audit.
A complete audit of the financial records of the Society shall be made each year by a Certified Public Accountant. This report shall be accompanied by a management letter reviewing the financial procedures and controls exercised by the Society.

Section 5. Annual Report.
An annual report shall be issued by the Council to the membership and published in the St. Louis Metropolitan Medicine. This report shall contain at a minimum a summary of the results of the annual financial audit and a summary of the membership growth or loss during the most recent year. This report shall be published in the earliest available issue of SLMM that is practically possible after the results of the financial audit have been received by the Council.

Section 6. Parliamentary Authority.
The governing parliamentary authority for the Society shall be the then current Sturgis Standard Code of Parliamentary Procedure.

Section 7. References to Gender.
Any reference to gender in the wording of these Bylaws shall be construed as meaning any member or individual regardless of sex and is contained herein only in the interest of brevity.

Section 8. 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 or a for-profit corporation, then Directors so elected shall be limited to the Executive Vice President of the Society and members of the Council.