OSMA Bylaws




BYLAWS 
OF THE OKLAHOMA STATE MEDICAL ASSOCIATION

 

ARTICLE I

Name and Purpose of the Association


The name of this organization shall be the “Oklahoma State Medical Association.”  The Association is formed to serve its members through promotion of the science and art of medicine, to help maintain and improve the health of the public, and to work for the betterment of the medical profession in Oklahoma.

ARTICLE II

Membership

 

Section 2.01      Basic Requirements.  Membership in the Association is a privilege and not a right. All membership in the Oklahoma State Medical Association shall originate in component societies or the Association, except as otherwise provided within these bylaws.  Membership in more than one component society is prohibited except as provided in Section 3.05.  All members, except Adjunct Affiliate, are required to belong to a component society and the Association.

Except as otherwise provided in these Bylaws, membership in a component society and in this Association shall be granted only to physicians: (a) who are licensed by the Oklahoma State Board of Medical Licensure and Supervision or the Oklahoma State Board of Osteopathic Examiners and (b) whose dues and assessments are fully paid.  The licensure requirement does not apply to: (a) a Doctor of Medicine or Osteopathic Medicine employed by any branch of the Federal Government; (b) an Honorary Member; (c) student members; (d) resident members in the first year of their residency; and (e) Adjunct Affiliate.

Section 2.02      Membership Classifications and Descriptions.  There shall be six (6) categories of membership as described herein:  

Section 2.02.1  Active Members.  Active members must be residents of the State of Oklahoma.  Such members shall have all the rights and privileges of Association membership.

Section 2.02.2  Life Members.  Any physician member may be elected to Life Membership who meets the following criteria: (a) the physician is in good standing with this Association; (b) the physician has fully retired from the practice of medicine; (c) the physician has been an active member of the Association for not less than five (5) years immediately preceding the application; and (d) the physician has been a member of the Oklahoma State Medical Association or the Oklahoma Osteopathic Association for not less than twenty-five (25) years.  The Board of Trustees may waive any of these eligibility criteria if a majority of the Board members determine that there are mitigating circumstances that justify such a waiver.  Life membership applications may be initiated by a component society if possible.  If it is not possible, then the member seeking life membership status must initiate the application.  The Board of Trustees must approve life membership applications.   Life members shall have all the rights and privileges of Association membership, except the right to be a General Officer of the Association.

Section 2.02.3  Adjunct Affiliate.  Any physician who does not satisfy the requirements of any other category, may be classified as an M.D. or D.O. Adjunct Affiliate.  Other health care providers, as defined by the Board of Trustees, may join the association as Adjunct Affiliates.  Adjunct Affiliate applications shall be initiated by the person seeking Adjunct Affiliate status.  Adjunct Affiliate status applications must be approved by the Association.  Adjunct Affiliates shall not be entitled to vote or hold office.  The rights and privileges of Adjunct Affiliates may be further restricted by the Board of Trustees

Section 2.02.4  Resident/Fellow Members.  Physicians serving as full-time residents or fellows in a program leading to certification by the American Board of Medical Specialties or the American Osteopathic Association or American College of Medical Specialties, upon application of the component society or participation in an AMA membership program, may become Resident/Fellow members of a component society and of this Association.  Resident/Fellow membership is limited to the period of training.  Resident/Fellow members shall have all the rights and privileges of Association membership, except the right to hold office, unless otherwise stated in these Bylaws.

Section 2.02.5  Honorary Members.  Honorary Membership in the Association may be conferred on those persons who meet one of the following classifications: (a) non-physicians engaged in medical education or medical research or (b) persons whose contributions to medicine justify the Honorary Membership.  Petition for election to honorary membership may originate in a component society or with the Board of Trustees.  Approval of the petition by the Board of Trustees is necessary before an Honorary Membership may be awarded.  Honorary members shall have all the rights and privileges of Association membership, except the right to vote and to hold office.

Section 2.02.6  Student Members.  Persons serving as full-time medical students in a medical or osteopathic school located in the State of Oklahoma, upon application of the component society, may become student members of the component society and of this Association.   Membership in this category applies only while the person is enrolled in a medical or osteopathic school.  Student members shall have all the rights and privileges of Association membership, except the right to vote and to hold office, unless otherwise stated in these Bylaws.

Section 2.03      Application Process.  Applications for membership shall be processed as set forth in the Standing Rules of the Association.

Section 2.04      Jurisdiction and Transfer.  Except as otherwise set forth in these Bylaws, it shall be the general policy of this Association and its component societies that its members belong to the component medical society in the county
or counties wherein they maintain their predominant medical practice, where they attend school or where they conduct their training, whichever is applicable.  Life and Resident/Fellow members who leave the state may maintain membership through the component societies of their original affiliation.  Should a member move his/her predominant medical practice to the jurisdiction of another component society, he/she shall apply for a continuation of membership through the new jurisdiction as provided in Section 3.06. 

Section 2.05      Tenure and Termination.  A member shall retain his/her membership as long as he/she is in good standing with the Association.  Membership shall be terminated upon: (a) failure to pay dues or assessments as required; (b) a determination of the Executive Committee or the Council on Medical Ethics, subject to approval of the Board of Trustees by a two-thirds vote, regarding non-compliance with these Bylaws, the Principles of Medical Ethics of the American Medical Association, any applicable Association Standing Rules or any other policies and procedures promulgated and adopted by the Association or for conduct unbecoming the honor of membership; and (c) revocation of the physician’s license to practice medicine or osteopathy.  

Any member whose membership is being considered for termination for the reasons set forth in subsection (b) above will be given notice of the allegations and an opportunity to be heard.  A member may appeal a decision to terminate his/her membership pursuant to subsection (b) to the Board of Trustees. The Board of Trustee’s decision will be final.  A member will be notified in writing of the termination of his/her membership in the Association for any reason.

The termination of a member’s membership pursuant to this section by the Association will be binding on a component society. 

Section 2.06  Regaining Membership.  A member who has been terminated for non-payment of dues or assessments may re-apply for membership.  A member who has been terminated for non-compliance with the documents set forth in Section 2.05(b) above may be reinstated on recommendation of the Executive Committee or the Council on Medical Ethics, whichever made the original termination decision, and if approved by the Board of Trustees. A member who has been terminated due to the revocation of his/her license to practice medicine or osteopathy may re-apply once his/her license has been reinstated.

 

ARTICLE III

Component Societies

 

Section 3.01      Purpose and Mission of Component Societies.  Each component society shall strive to improve the scientific, ethical and material condition of every physician and medical student in the area.  Systematic efforts shall be made by each component society to increase its membership until it includes every eligible physician and student in the area.  Component societies shall require their members to also be members of the Association and shall collect and remit such dues as required by these Bylaws.  All component societies shall have a mission statement and bylaws that are consistent with these Bylaws.

Section 3.02      Establishment of Component Societies.  All component societies that may hereafter be organized in this State, which have adopted bylaws consistent with these Bylaws shall, upon application to the Board of Trustees, receive charters from this Association provided that their bylaws shall have been submitted to the Board of Trustees and received its approval.  A component medical society may consist of (a) one (1) entire county or (b) two (2) or more adjoining entire counties.  Not more than one component society shall be chartered in one county. 

Section 3.03      Revocation of Charters.  The Board of Trustees, in its discretion, may revoke the charter of or suspend any or all rights and privileges of a component society for just cause by a two-thirds vote of the Board.  Prior to taking any such action, the Board of Trustees must provide the component society with adequate notice and an opportunity to be heard in its own defense.  The decision of the Board of Trustees will be final. The Board of Trustees in its discretion may provide conditions under which the affected component society will be restored to good standing and can resume the exercise of all the rights and privileges of component societies.  

Section 3.04      Election and Certification of Officers and Delegates.  Component societies shall elect their Officers, as well as Delegates and Alternate Delegates to the Association, on an annual basis.   Each component society shall certify and submit a list of elected Officers, Delegates and Alternate Delegates to the Association on or before February 15 of each year.

Section 3.05      Membership in Different Component Society – Exception to General Rule.  Although it is the general policy of the Association that a member should belong to the component society in the county or counties in which he/she maintains his/her predominant medical practice, a physician may hold membership in that component society most convenient for the physician to attend, on permission of the component society in which the physician maintains his/her predominant medical practice.  A physician with a predominant medical practice in a county with no established component society may be a member of an adjoining component society that is most convenient for him/her to attend. 

Section 3.06      Transfer of Membership.  When a member of a component society changes the location of his/her medical practice to another jurisdiction in this state, the member shall be given a written certificate of these facts by the secretary of his/her originating component society, without cost, for transmission to the secretary of the society in the jurisdiction to which he/she is relocating.  Pending the acceptance or rejection by the component society to which the physician moves, such member shall be considered to be in good standing in the component society from which he/she was certified and in the Association to the end of the period for which dues have been paid. 

Section 3.07      Component Society Associate Membership.  A component society is authorized to create an associate member category for those physicians who want to maintain dual membership in more than one component society.  Such associate members shall be those who hold a full active membership in another component society of the Association.  Any component society allowing such associate memberships shall provide in its bylaws that such associate members shall be entitled to all of the rights and privileges of membership in the component society, except voting and holding office.  Associate members shall not be reported to the Association for dues and assessment purposes, but shall be reported separately as Associate Members.  The component society may determine appropriate dues for this membership category. 

Section 3.08      Discipline of Members.  Each component society shall be the sole judge of the qualifications of applicants for initial membership.  Component societies shall have concurrent jurisdiction with the Association regarding the discipline of members.  Whenever possible, any necessary disciplinary proceedings should originate in the component societies, but the Association may undertake disciplinary proceedings if a component society fails to act or when a disciplinary matter is first discovered by or brought to the attention of the Association.   

A member must be given notice of any allegations against him/her and must be given an opportunity to be heard.  A member against whom disciplinary action has been taken by a component society may appeal the decision to the Association’s Board of Trustees. The Board of Trustee’s decision will be final.   A component society must notify a member and the Association in writing of any disciplinary action taken against a member within thirty (30) days of the decision.  A component society’s decision regarding member discipline will be final, subject to the member’s right to appeal to the Association’s Board of Trustees. 

 

ARTICLE IV

Dues and Assessments

 

Section 4.01      Dues and Assessments.  The House of Delegates shall levy such dues and assessments as it considers proper for the conduct of the business of the Association.  Dues shall be assessed annually by the House of Delegates for the succeeding calendar year.  Assessments shall be collected and remitted in the same manner as dues, unless the House of Delegates shall specify direct collection by the Association.  

Section 4.02      Exemptions

Section 4.02.1  Complete Exemption. The following categories of members shall be completely exempted from payment of dues and/or assessments:  (a) Life Members; (b) Honorary Members; (c) any physician member of the Association who is engaged in active military duty in any branch of the United States Armed Forces during the period of military service;  (d) any member who provides medical services on a voluntary basis only and who receives no reportable income as a result of such work provided an application for a full-exemption originates in the member’s component society and receives the approval of the Board of Trustees and as long as such member has been an Active member for at least five (5) years; and (e) a member for whom the payment of dues would be a financial hardship provided an application for a full-exemption originates in the member’s component society and receives the approval of the Board of Trustees and as long as such member has been an Active member for at least five (5) years.  Except for the complete exemption categories set forth in- subsections (a) and (b) above, full membership rights and privileges will be retained during the period of dues exemption, except the right to vote or hold office.  The rights and privileges of Life and Honorary members are set forth in Sections 2.02.2 and 2.02.5 of these Bylaws.

Section 4.02.2  Partial Exemption.  The following categories of members shall be partially exempted from payment of dues and/or assessments, according to the terms prescribed: (a) physicians who have been engaged in the practice of medicine less than one year since the completion of intern/resident training may, at the election of the component society, pay one-half (1/2) the amount of regular dues and/or assessments for their first year of Association membership; (b) physicians who have been engaged in the practice of medicine less than two years since the completion of intern/resident training may, at the election of the component society, pay three-fourths (3/4) the amount of regular dues and/or assessments for their second year of Association membership; (c) members who are facing a financial hardship as determined by their component society and approved by the Association Board of Trustees may be assessed one-half (1/2) of the amount of regular dues and/or assessments as long as such members have been Active members for at least five (5) years; (d) any fully retired member who does not qualify for Life Membership, but who has been an active member for at least five (5) years, may be assessed one-half (1/2) of the amount of regular dues and/or assessments as recommended by their component society and approved by the Association Board of Trustees; (e) any member who has been an active member who finds it necessary for a medical reason, including pregnancy and maternal/paternal leave, to have a limited practice or to retire completely may be required to pay partial dues in an amount and for a length of time recommended by their component society and approved by the Association Board of Trustees; (f) any member who works twenty (20) hours or less per week and has been an active member for at least five (5) years may be assessed one-half (1/2) of the amount of regular dues and/or assessments as recommended by their component society and approved by the Association Board of Trustees.   Full membership rights and privileges will be retained during the period of partial dues exemption, except the right to be a General Officer of the Association.

Section 4.02.3 Full-time Academic Physicians. Active members who are full-time academic physicians may be permitted to pay partial dues and/or assessments in an amount as approved by the OSMA Board of Trustees on an annual basis. They shall have all the rights and privileges of Association membership.

Section 4.02.4 Group Membership.

Active members in a group membership may be permitted to pay partial dues and/or assessments in an amount as approved by the OSMA Board of Trustees on an annual basis. Definition of Group membership shall be determined by the Board of Trustees.

Section 4.02.5  Other Exemptions.  Student, Resident/Fellow and Adjunct Affiliates may be permitted to pay partial dues and/or assessments in an amount as approved by the Association.  Other dues exemptions may be permitted, as approved by the Board of Trustees, on an annual basis.

Section 4.03      Due Date.  Dues shall be due and payable on January 1 of the year for which they are levied.  Failure to pay dues by March 1 of the year for which they were levied will result in automatic termination of membership.  Component Societies must submit a report of termination to the Association no later than March 10 of each year.  Assessments shall become due on such date as may be fixed by the House of Delegates and shall become delinquent sixty (60) days thereafter.  Failure to pay assessments within one hundred twenty (120) days from the due date set by the House of Delegates shall result in automatic termination of membership.

Section 4.04      Collection and Remittance.  Dues shall be collected and remitted to the Association by the component societies or, at the election of the component society, collected by the Association and the society dues remitted to the component society, as a service of the Association.  If the component society collects the dues, certification of payment shall be made to the Association by the component society bi-monthly. 

Section 4.05  Refunds and Apportionment.  When a member leaves the state or otherwise changes membership classification prior to July 1 of the year for which dues have been paid, the member may request and receive a refund of one-half (1/2) of the dues paid to the Association.  The Association will not grant refunds after July 1.  A member joining the Association from January 1 to July 1 will pay full dues.  A member joining after July 1 will pay only one-half (1/2) the regular dues of the Association unless an exemption application is approved pursuant to these Bylaws.

Section 4.06  Record of Payment.  The records of the Association shall be evidence of the payment of all dues and assessments. 

 

ARTICLE V

Annual Meeting

 

The Association shall hold an annual meeting at a place designated by the Board of Trustees.  The annual meeting of the Association House of Delegates shall be held at least thirty (30) days prior to the annual meeting of the American Medical Association. 

 

ARTICLE VI

House of Delegates

 

Section 6.01      Composition and Qualifications.  The House of Delegates shall be composed of: (a) the General Officers of the Association; (b) Delegates and Alternate Delegates to the American Medical Association; (c) Trustees and Alternate Trustees;  (d) Delegates elected by the component societies; (e) Delegates elected by the sections listed in Section 6.03 below; (f) the Deans of the recognized medical and osteopathic schools in Oklahoma, provided they are members of the Association; (g) any Alternate Delegates elected by the component societies and sections who replace the elected Delegates and (h) any Association member in attendance at any meeting of the House of Delegates who is elected by a Caucus to fill a vacant Delegate position due to the absence of the Delegate and Alternate Delegate elected by a component society that is part of the Caucus in which the vacancy occurs. All members of the House of Delegates must be Association members in good standing who are eligible to hold office pursuant to these Bylaws. 

Section 6.02      Representation.  The number of Delegates and Alternate Delegates to be elected by a component society for an upcoming year shall be determined by the records of the Association as of December 31 of the preceding year.  Component societies shall elect one Delegate and one Alternate Delegate for each twenty-five (25) members, or fraction thereof, who qualify for the following membership categories:  Active, Life and Resident/Fellow members and those members who are completely dues exempt pursuant to Section 4.02.1(c), (d) and (e) and who are partially dues exempt pursuant to Section 4.02.  Each component society is entitled to a minimum of one (1) Delegate and one (1) Alternate Delegate

Section 6.03      Section Representation.  Each of the following shall be entitled to elect one Delegate and one Alternate Delegate to the Association’s House of Delegates: (a) Young Physician Section; (b) Resident/Fellow Physician Section; (c) Hospital Medical Staff Section; and (d) the Medical Student Section organized at each recognized medical or osteopathic school in the state. 

Section 6.04      Election and Term of Office of Delegates and Alternate Delegates.  Component societies and sections must certify a list of the Delegates and Alternate Delegates so elected to the Association by February 15 of each year. 

Section 6.05      Special Meetings.  Special meetings of the House of Delegates may be called by the Association President, the Association Board of Trustees, or by a petition to the Speaker of the House from not less than thirty (30) Delegates.  Only such business as is specified in the call for the special meeting shall be transacted at a special meeting.          

Section 6.06      Order of Business.  The Speaker of the House of Delegates may determine the order of business of any meeting of the House of Delegates so long as such order is consistent with these Bylaws and any Standing Rules adopted by the Association. 

Section 6.07      Quorum.  A quorum of the House of Delegates shall consist of those members of the House as set forth in Section 6.01 of these Bylaws who are present and voting at any annual or special meeting of the House.

Section 6.08      Privileges.  Only members of the House of Delegates as set forth in Section 6.01 of these Bylaws, as well the chairs of Association councils and committees, may introduce business at meetings of the House of Delegates. 

Section 6.09      Duties of the House of Delegates.   The House of Delegates is charged with establishing the general policies of the Association. The specific duties of the House of Delegates shall be to: (a) conduct any necessary elections as set forth in Article IX of these Bylaws; (b) approve or amend Association Bylaws; (c) initiate policy for consideration by the Board of Trustees;  (d) act on any policy issues and/or resolutions forwarded to it by the Board of Trustees; (e) transact business and/or financial issues referred to it by the Board of Trustees, which shall include approving membership dues in accordance with Section 4.01 of these Bylaws; (f) divide the State into suitable Trustee Districts and re-district when necessary; and (g) convey any Certificates of Accomplishment or approve of any memorials or other honors submitted to it by the Association Board of Trustees or at the request of component societies. 

Section 6.10  Committees of the House of Delegates.  Each year, the Speaker of the House of Delegates shall appoint any Reference Committee(s), if necessary, and a Credentials Committee.  The members of each of these committees must be members of the House of Delegates.

Section 6.10.1  Reference Committees – Purpose.  A Reference Committee, or Committees, if appointed, shall act to expedite the business of the annual meeting of the House of Delegates by considering issues and making recommendations to the House regarding what action should be taken on the issues referred to it. 

Section 6.10.2  Credentials Committee – Purpose.  The Credentials Committee shall: (a) determine the eligibility of the Delegates and Alternate Delegates elected by the component societies; (b) resolve any contests between Delegates and Alternate Delegates; and  (c) determine how many places, if any, may be filled by the Caucuses pursuant to Section 6.01 of these Bylaws; and (d) serve as tellers at the discretion of the Speaker and/or Vice-Speaker of the House of Delegates.   

 

ARTICLE VII

Board of Trustees

           

Section 7.01 Composition.  The Board of Trustees shall be composed of: (a) the Association’s General Officers; (b) the Trustees elected from each of the Rural Trustee Districts established by the House of Delegates; four Trustees from Oklahoma County; four (4) Trustees from Tulsa County; (c) one (1) Rural Trustee at large; (d) one (1) Trustee elected by the Association Medical Student Section; and (e) one (1) Trustee elected by the Association Resident/Fellow Section.  An Alternate Trustee shall be elected for each Trustee who shall serve in the absence of the Trustee.

Section 7.02      Term of Office and Tenure.  All Trustees and Alternate Trustees shall be elected for staggered terms of three (3) years each except Resident and Student Trustees and Alternate Trustees who shall be elected annually.  No Trustee, except for Resident and Student Trustees, may serve more than two (2) consecutive terms and will be ineligible for immediate election to Alternate Trustee after his/her term limit as Trustee expires.  Filling an unexpired term will not count toward the term limit.  Officers shall serve as members of the Board of Trustees during their terms in office.

Section 7.03      Meetings and Quorum.  The Board of Trustees shall meet during the annual meeting, and at such other times as called by the President, the Chair of the Board or by petition to the Chair of the Board from one-third (1/3) or more of the members of the Board of Trustees. The Board of Trustees may meet by telephone conference call, closed circuit television, or by any other electronic means that would allow all of the Board members to interact.  At any meeting of the Board of Trustees, those Board members present and voting shall constitute a quorum. 

Section 7.04      Presiding Officer.  The presiding officer of the Board of Trustees shall be the Chair of the Board, who is elected by the Board from among its own members at its annual meeting.  The term of office of the Chair is one (1) year, and he/she is limited to three (3) consecutive terms in this position.  The Board shall also elect a Vice-Chair from among its own members.   The term of office of the Vice-Chair is one (1) year, and he/she is limited to three (3) consecutive terms in this position.  The Vice-Chair shall preside over the Board meetings in the absence of the Chair or at the discretion of the Chair.  Neither the Chair nor the Vice-Chair may be elected to a term of office that will extend beyond their term as an elected Trustee.  The President of the Association is ineligible for election to either office. 

Section 7.05      Duties of the Board of Trustees.  The Board of Trustees shall perform or direct acts and transact business for or on behalf of the Association, either directly or through the Executive Committee and/or Chief Executive Officer.  No action may be taken which is contrary to a general or specific policy prescribed by the House of Delegates.  The Board of Trustees will submit an annual report to the House of Delegates summarizing all of its activities and the financial status of the Association.  The Board of Trustees may authorize the borrowing of money and the pledging of Association assets as collateral.  The Board of Trustees shall direct the investment of reserve funds.  The Board of Trustees may remove any general officer from office for cause.  The judicial and appellate power of the Association shall be vested in the Board of Trustees as set forth in these Bylaws unless otherwise specified in these Bylaws.  The Board of Trustees may function in its judiciary capacity at any duly called meeting.  It shall enact its own rules of procedures for hearing and disposing of cases of original or appellate jurisdiction; provided, however, that all parties to a controversy are entitled to legal counsel, adequate notice of charges, adequate notice of hearing, and the right of cross-examination. 

Section 7.06      Exercise of Judicial Authority – Discipline of Members.  In exercising its judicial power, the Board of Trustees may penalize any member of the Association who has been found guilty of unprofessional conduct or ethical or organizational violations by: (a) written reprimand; (b) suspension of membership; (c) termination of membership; (d) referral to the Oklahoma State Board of Medical Licensure and Supervision or the Oklahoma State Board of Osteopathic Examiners; or (e) any other appropriate penalty or combination thereof.  The Board of Trustees shall notify the disciplined member’s component society of any penalties imposed by the Board.  When acting in an appellate capacity, the Board of Trustees may affirm, reverse or render such decision as, in its discretion, should have been rendered by a component society. 

             

ARTICLE VIII

General Officers

 

Section 8.01      General Officers.  The General Officers of the Association shall be the (a) President; (b) President-Elect; (c) Immediate Past-President; (d) Vice-President; (e) Secretary-Treasurer; (f) Speaker of the House of Delegates; (g) Vice-Speaker of the House of Delegates; (h) Chair of the Board of Trustees; and (i) Vice-Chair of the Board of Trustees. 

Section 8.02      Term of Office and Tenure.  The President-Elect and the Vice President shall be elected for terms of one (1) year.  The Secretary-Treasurer, Speaker of the House and Vice-Speaker of the House shall be elected for terms of two (2) years each.  At the expiration of his/her term, the President-Elect shall become President and the President shall become the Immediate Past-President for a term of one (1) year.  The General Officers shall assume the duties of their officers at the close of the Annual Meeting at which they are elected or installed, and shall serve until their successors have been elected and installed. 

Section 8.03      Multiple Offices.  No member may hold more than one General Office at a time.

Section 8.04      Duties of General Officers.  All General Officers shall serve as members of the Board of Trustees and the House of Delegates as specified in these Bylaws.  All General Officers shall serve on such committees and councils as specified in these Bylaws.  Other duties may be assigned to the General Officers as needed in the Standing Rules of the Association.   Unique duties of certain General Officers are set forth below. 

Section 8.04.1  President.  The President shall be the chief representative of the Association and shall coordinate and supervise all Association activities. 

Section 8.04.2  Vice-President.  The Vice-President shall assist the President in the coordination and supervision of all Association activities.  The Vice-President shall serve as Chair of the Membership Task Force. 

Section 8.04.3  Secretary-Treasurer.  The Secretary-Treasurer shall keep the minutes of all meetings of the House of Delegates.  The Secretary-Treasurer shall give bond in the amount specified by the Board of Trustees and shall be custodian of all funds of the Association and shall make all authorized disbursements on voucher, signed by the Executive Director.  The Secretary-Treasurer shall render an annual account of all receipts, expenditures, funds invested and on hand to the Board of Trustees and the House of Delegates, and shall open the books and records to such auditor inspection as may be ordered by the Board of Trustees or House of Delegates. 

 

ARTICLE IX

Elections

 

Section 9.01      Election of Delegates to the American Medical Association.  The Association House of Delegates shall elect Delegates and Alternate Delegates to the House of Delegates of the American Medical Association (AMA) as specified and directed by the AMA from a slate of nominees certified by the Association’s Nominating Committee as set forth in Section 11.05. The AMA Delegates and Alternate Delegates shall be elected at the Association’s Annual Meeting to two (2) year staggered terms commencing at the close of the Annual Meeting at which they are elected.    

Section 9.01.1  Qualification of Delegates and Alternate Delegates.  Association members wishing to run for an AMA Delegate or Alternate Delegate position must be Active members of the Association and the American Medical Association (AMA).  Any Association member wishing to run for an AMA Delegate position must have served at least one term as an Alternate Delegate or have served as a General Officer of the Association.

Section 9.01.2   Vacancy in Delegate or Alternate Delegate Position.  The Board of Trustees shall fill any vacant Delegate or Alternate Delegate position unless there is no scheduled meeting prior to the date that the position needs to be filled in which case the Association President, with concurrence of the Executive Committee, may fill the vacant position. 

Section 9.02      Election of Board of Trustees.  Trustees and Alternate Trustees shall be elected by the House of Delegates at the Annual Meeting, based upon nominations submitted by the component societies.  If a component society fails to submit nominations by February 1, the Association Nominating Committee shall provide nominations to the House. In Trustee Districts consisting of more than one county, or section consisting of more than one chapter, the Trustee and Alternate Trustee, when feasible, shall not be elected from the same county or chapter. 

Section 9.02.1  Trustee Qualifications.  All members of the Board of Trustees must be Association members in good standing who are eligible to hold office pursuant to these Bylaws. 

Section 9.02.2  Trustee Vacancies.  A vacancy occurring in the position of District Trustee shall be filled automatically by the duly elected Alternate Trustee.  A vacancy occurring in the position of Alternate Trustee shall be filled by appointment of the Board of Trustees, after considering nominations received from the President of the affected component society.  Such appointments by the Board of Trustees shall expire at the next annual meeting, at which time a successor shall be elected as provided by these Bylaws. 

Section 9.03  Election of Officers.  General officers shall be elected by the House of Delegates at its annual meeting, with the exception of the immediate Past-President who shall serve as indicated in Section 8.02 of these Bylaws, and with the exception of the Chair and Vice-Chair of the Board of Trustees who shall be elected as set forth in Section 7.04 of these Bylaws.  The General Officers to be elected by the House will be elected from a slate of nominees certified by the Association’s Nominating Committee as set forth in Section 11.05.  Nominations for General Officers elected by the House also will be taken from the floor during open session of the Annual Meeting.

Section 9.03.1  Qualification of General Officers.  Only active members who are in good standing and are eligible to hold office pursuant to these Bylaws may be elected as a General Officer of the Association.

Section 9.03.2  General Officer Vacancy.  Any vacancy in the offices of Vice President, Secretary-Treasurer or Vice-Speaker of the House of Delegates shall be filled by appointment of the President, with the approval of the Board of Trustees, effective until the next annual meeting, at which time the House of Delegates shall elect a successor to either begin a new term or to complete the un-expired term.  The President-Elect shall fill any vacancy in the office of President.  The Vice-Chair shall automatically fill any vacancy in the office of Chair of the Board and the Board of Trustees shall elect a new Vice-Chair.  The Vice-Speaker of the House of Delegates shall automatically fill any vacancy in the office of the Speaker of the House.  If the office of President-Elect becomes vacant, the President shall immediately call a special session of the House of Delegates for the purpose of filling the vacancy by election. 

Section 9.04      Balloting.  All contested elections shall be by ballot, and a majority of the votes cast shall be necessary to elect.  If no candidate receives a majority of the votes cast on the first ballot, the candidate receiving the fewest votes shall be dropped from the list and a new ballot taken.  This procedure shall be continued until one of the nominees receives a majority of the votes cast.  Where there is only one candidate for an office, a majority vote, without ballot, shall elect.  In the event of a tie between the two candidates receiving the least number of votes, a new ballot shall be taken.    

           

ARTICLE X

Councils

 

Section 10.01    General Purpose of Councils and Appointment.  Councils shall assist the President in the planning, conduct, supervision and control of aspects of Association activities consistent with their particular purpose.  Unless otherwise specified in these Bylaws, the President shall appoint all members of the Association councils on an annual basis.  The President shall determine the number of members appointed to each council. 

Section 10.02  Councils and Specific Purpose.   The name and purposes of the Councils shall be set forth in the Standing Rules of the Association.  The Councils may also promulgate policies and procedures to govern their administration through Standing Rules and may maintain whatever subcommittees are necessary to fulfill their duties.  Each Council shall be responsive to recommendations regarding their agendas that are made by either the House of Delegates or the Board of Trustees. 

 

ARTICLE XI

Committees

 

Section 11.01    Committees and Specific Purpose.   The Standing Committees of the Association and their specific purposes are set forth below.  Each Committee shall be responsive to recommendations regarding their agendas that are made by either the House of Delegates or the Board of Trustees.  The purposes of the Committees may be more specifically detailed in the Standing Rules of the Association.   The Committees may also promulgate policies and procedures to govern their administration through Standing Rules and may maintain whatever subcommittees are necessary to fulfill their duties.

Section 11.02    Bylaws Committee. This Committee shall consider and, when necessary, originate amendments to the Association’s Bylaws for approval by the Board of Trustees and House of Delegates as specified in these Bylaws.  When requested by the President, the Executive Committee or the Board of Trustees, the Committee may provide an opinion regarding the interpretation of the Bylaws.

Section 11.02.1 Composition of Committee.  The Bylaws Committee shall consist of at least five (5) members, appointed by the President.  The Speaker and Vice Speaker of the House of Delegates must be members of the Committee.

Section 11.03  Executive Committee.  This Committee may act on behalf of the Association on administrative and financial matters not otherwise delegated to the House of Delegates or Board of Trustees, as long as such actions are not contrary to established policies of the House of Delegates or Board of Trustees.  It shall report all of its official actions to the Board of Trustees at the next regular meeting of the Board.  It shall select for approval of the Board of Trustees the Association’s Executive Director and shall establish salary parameters and conditions of employment for all Association employees. 

Section 11.03.1 Composition of Committee.  The Executive Committee shall consist of the Association’s General Officers. 

Section 11.04    Medical Ethics Committee.  This Committee shall investigate all complaints concerning the ethical or professional conduct referred to it directly by the complainant or by the Board of Trustees or Executive Committee; provided that all complaints must be submitted in writing and must be signed by the complainant or the president of the Board of Trustees or Executive Committee.  This Committee also shall make recommendations to the Board of Trustees and House of Delegates regarding the establishment of policies and interpretations of medical ethics. 

Section 11.04.1  Composition of Committee.  The Medical Ethics Committee shall consist of the three (3) past Presidents, excluding the Immediate Past-President, who are residing in the State of Oklahoma and able to serve and two Association members appointed by the President.  The most recent Past-President shall be Chair. 

Section 11.04.2 Rules of Procedure.   The Committee shall enact its own rules of procedure that shall be included in the Standing Rules of the Association, provide that the accused physician shall receive full notice of the complaint and shall be given the opportunity of a full hearing on the substance thereof, including the right of cross-examination. 

Section 11.04.3 Disposition of Cases.   After the investigation and deliberation of a complaint, the Committee shall have a choice of one of the following dispositions: (a) to dismiss the complaint; (b) to attempt to mediate the complaint; (c) to recommend corrective actions requiring satisfactory evidence of compliance within a reasonable length of time; (d) to refer the case to the Board of Trustees; or (e) to report the physician’s conduct to the Board of Medical Licensure and Supervision, the State Board of Osteopathic Examiners and/or the Physician’s Recovery Program, as appropriate.  The Committee will communicate the disposition of the allegations to the accused physician and to the source of the complaint as expeditiously as possible.          

Section 11.05    Nominating Committee.  This Committee shall select a slate of candidates to stand for election to offices to be filled by the House of Delegates.  It shall be the duty of the Committee to recruit qualified candidates.  The Nominating Committee shall publish its official ticket of candidates to the membership through whatever means of communication it determines will reach the most members at least thirty (30) days prior to the Annual Meeting of the House of Delegates at which the candidates will be elected. 

Section 11.05.1 Composition of Committee.  The Nominating Committee shall consist of eight (8) members: (a) two (2) members elected by the Oklahoma County Caucus; (b) two (2) members elected by the Tulsa County Caucus; (c) two (2) members elected by the Rural Caucus; and (d) the two (2) most immediate Past Presidents who are available to serve.  The President will appoint an appropriate member to fill any vacancy on the Committee.  The most immediate Past President will serve as Chair of the Nominating Committee.

 

ARTICLE XII

Procedural Issues

 

The deliberations and proceedings of the Association shall be conducted in accordance with the most recent edition of The Standard Code of Parliamentary Procedure by Alice Sturgis, unless otherwise specified in the Association’s Certificate of Incorporation or Bylaws. All Association meetings shall be open to all members, except for Executive Sessions for the purpose of discussing personnel or legal issues. 

Procedural, administrative and operational details not addressed in these Bylaws may be promulgated and included in Standing Rules of the Association adopted by the Board of Trustees as in its discretion is necessary for the efficient management of the Association.

 

ARTICLE XIII

Amendments

 

Proposed bylaw changes not presented at or before the winter Board of Trustees meeting may be presented in writing at one Annual Meeting and may be adopted only at a subsequent Annual Meeting by a two-thirds vote of the Delegates present and voting.  An amendment made pursuant to this process will become effective at the close of business of the House of Delegates.

In addition to the procedure of bylaw changes provided above, amendments to these Bylaws, after being presented to the Bylaws Committee and if passed by the Board of Trustees, will be presented to the House of Delegates, and if passed by a two-thirds vote of the Delegates present and voting, will become effective at the close of business of the House of Delegates.  The proposed bylaw changes must be sent to the Delegates at least thirty (30) days prior to the House of Delegates.  An amendment made pursuant to this process will become effective at the close of business of the House of Delegates.

In both procedures set out above, only grammatical changes can be made to the proposed amendment without the amendment being referred back to the Bylaws Committee for review and subsequent referral to the House of Delegates for consideration.

 

 

ARTICLE XIV

Referendum

 

The House of Delegates may order a referendum of the membership on any question pending before or already decided by the House of Delegates.  A vote of two-thirds of the delegates present and voting is required to order a referendum.  The Board of Trustees will conduct a referendum by order of a petition of ten (10) percent of the general membership. A majority vote of the membership shall determine the question and be binding upon the House of Delegates. 

 

ARTICLE XV

Enabling and Repealing Clause



Adoption of these Bylaws shall repeal all previous bylaws, constitutions, amendments, motions of record, rules and regulations in conflict herewith.

 

 

ARTICLE XVI

OSMA Subsidiaries

 

Amendments to the bylaws for any OSMA Subsidiary must be approved by a majority vote of the OSMA Board of Trustees.  The proposed bylaw changes must be sent to the OSMA Trustees at least 30 days prior to the meeting at which they will be considered.  All bylaws of OSMA subsidiaries must be in compliance with this provision.

 

ARTICLE XVII

Investment Account

 

There is hereby established an “Investment Account”, to be the proceeds from the sale of the Association’s interest in PLICO, to be held and administered as follows:  Any expenditure, distribution, disbursement or payment from the Investment Account, other than distributions of not to exceed three percent (3%) annually from the Investment Account to the “Reserve Account” as administered by the Board of Trustees, shall require an affirmative vote of seventy-five percent (75%) of the Board of Trustees at a properly called meeting thereof and an affirmative vote of seventy-five percent (75%) of the House of Delegates at a properly called meeting thereof.