BYLAWS ORANGE COUNTY MEDICAL ASSOCIATION. A California Nonprofit Mutual Benefit Corporation

Transcription

1 BYLAWS ORANGE COUNTY MEDICAL ASSOCIATION A California Nonprofit Mutual Benefit Corporation Submitted by the Bylaws Committee Approved by the Board of Directors June 28,

2 TABLE OF CONTENTS Article I Article II Offices Section 1. Principal Office Section 2. Other Offices Article III Purposes Article IV Charter and Incorporation Section 1. Charter Section 2. Incorporation Article V Membership Section 1. Members Section 2. Active Membership Section 3. Non-Voting Membership Section 4. Application for Membership Section 5. Procedure for Admission to Membership Section 6. Transfer of Membership Section 7. Removal from Membership Section 8. Leaves of Absence Article VI Dues Section 1. Establishment of dues Section 2. Assessment by the California Medical Association Section 3. Delinquency, Cancellation, Reinstatement Article VII Meetings of Members Section 1. Annual Section 2. Regular Meetings Section 3. Special Meetings Section 4. Notice of Meetings Section 5. Action Without Meeting Section 6. Rules of Order Article X VIII Nomination Section 1. Appointment of Committee Section 2. Notification to Membership Section 3. Listing of Nominees Section 4. Publication of Nominees Section 5. Additional Nominees Section 6. Announcement of Nominees Article IX Voting and Mail Ballot Section 1. Annual Elections Section 2. Ballots Section 3. Voting Procedure Section 4. Election and Filling of Vacancies in Office Article VIII X District Organization 2

3 Article XI Directors Section 1. Composition Section 2. Nomination Section 3. Election and Term Section 4. Quorum of the Board Section 5. Powers Section 6. Vacancies Section 7. Removal of Directors Section 8. Place of Meetings: Meetings by Telephone Section 9. Annual Meeting Section 10. Other Regular Meetings Section 11. Special Meetings Section 12. Waiver of Notice Section 13. Adjournment Section 14. Notice of Adjournment Section 15. Action Without Meeting Article XII Committees Section 1. Formation of Committees Section 2. Meetings and Action of Committees Section 3. Nominating Committee Section 4. Executive Committee Section 5. Judicial Council Section 6. Other Special and Standing Committees Article XIII Officers Section 1. Officers Section 2. Election of Officers and Terns Section 3. Nomination Section 4. Installation Section 5. Vacancies Section 6. Subordinate Officers Section 7. Removal of Officers Section 8. Resignation of Officers Article XIV Duties of Officers Section 1. President Section 2. President-Elect Section 3. Secretary-Treasurer Article XV Executive Director and Staff Section 1. Appointment Section 2. Authority and Responsibility Article XVI Finance Section 1. Fiscal Period Section 2. Budget Section 3. Funds Section 4. Audit Article XVII Executive of Instruments, Deposits and Funds Article XVIII Records and Reports Section 1. Maintenance of Corporate Records Section 2. Inspection by Directors 3

4 Section 3. Annual Report Article XIX Affiliated Corporations and Organizations Section 1. Articles of Incorporation Article XX Delegation to the American Medical Association Section 1. Composition Section 2. Authority and Responsibility Section 3. Nominations Section 4. Manner of Election and Term Section 5. Relationship to the Board Article XXI Delegation to the California Medical Association Section 1. Authority and Responsibility Section 2. Composition Section 3. Manner of Election and Term Section 4. Meetings Section 5. Nomination Section 6. Relationship to Board Section 7. Duties of the Chairman Article XXII Scientific Sessions Article XXIII Publication Article XXIV Principles of Medical Ethics Article XXV Prohibition Against Sharing Corporate Profits and Assets Article XXVI Construction and Definitions Article XXVII Effective Date and Amendment of Bylaws Section 1. Effective Date Section 2. Amendments by Members Section 3. Amendments of Board Membership Rights Limitation Article XXVIII Abrogation 4

5 ARTICLE I NAME The name of this corporation is the Orange County Medical Association (OCMA). ARTICLE II OFFICES Section 1. PRINCIPAL OFFICE. The Board of Directors shall fix the location of the principle offices of the corporation at any place within the County of Orange, State of California. The Directors may change the principal office from one location to another. Any change of this location shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location. Section 2. Other Offices. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE III PURPOSES The purposes of this Association are to promote the science and art of medicine, the protection of public health, and the betterment of the medical profession; to unite with similar societies of other counties of the State to form the California Medical Association. ARTICLE IV CHARTER AND INCORPORATION Section 1. CHARTER. 5

6 This Association is a unit of the California Medical Association and as such holds a charter from that organization. All the provisions of the Constitution and Bylaws of the California Medical Association in force at the time of issuance of such charter, together with all subsequent amendments to either, insofar as the same are applicable, shall be an integral part of the Bylaws of this Association, and the latter shall not now nor subsequently be amended in any way so as to be in conflict with those of the California Medical Association. Section 2. INCORPORATION. In addition to the above, this Association has incorporated as a nonprofit California corporation and the provisions in its Articles of Incorporation and the California Nonprofit Corporation Law shall also be followed at all times by this Association. Section 1. MEMBERS. ARTICLE V MEMBERSHIP The corporation shall have both active and non-voting members. Section 2. ACTIVE MEMBERSHIP. (a) QUALIFICATIONS FOR ACTIVE MEMBERSHIP: Active members of this Association shall be Doctors of Medicine or Doctors of Osteopathy who are of good moral and professional standing. They shall hold the degree of Doctor of Medicine or Doctor of Osteopathy issued to them by institutions of learning accredited by the Medical Board of California or Board of Osteopathy Examiners of the State of California at the time of conferring such degrees. They shall hold licenses to practice medicine and surgery in the State of California. They shall either reside in or devote the major portion of their professional activities in Orange County and shall maintain office(s) within this county for that purpose. (b) MEMBERSHIP WHERE MAJOR OFFICE AND RESIDENCE ARE IN DIFFERENT COMPONENT SOCIETY AREAS: A doctor of medicine or a doctor of osteopathy may apply for membership only to that component society whose charter covers the area in which his or her major office for professional practice is located; a doctor of medicine or a doctor of osteopathy who resides in one county and practices in another may apply for membership to the component society whose charter covers the area in which his or her residence is located, if both such component society and component society of the area in which his major office is located approve. (c) PROVISIONAL QUALIFICATION: To be eligible for membership a physician must demonstrate all the qualifications necessary for active membership. Section 3. NON-VOTING MEMBERSHIP. The following membership classes shall have no vote nor be eligible to hold office in the Association. These members may serve on committees: (a) QUALIFICATION FOR ASSOCIATE MEMBERSHIP: Associate members shall be doctors of medicine or doctors of osteopathy who are engaged in teaching or research or who hold positions in the government service. The physician need not hold a license to practice medicine and surgery issued by the Medical Board of California or State Board of Osteopathy. They shall have all the rights and privileges of active members except the right to vote or hold office. Their dues shall be set by the Board of Directors, but at no less than one-half (1/2) the regular dues for active membership plus the assessment of the California Medical Association for this type of membership. 6

7 (b) QUALIFICATIONS FOR AFFILIATE MEMBERSHIP: To be eligible for election to affiliate membership, an applicant must be, and must continue to be throughout the term of his or her membership, an intern, resident, or house officer in an approved hospital within Orange County, or a duly enrolled medical student at any LCME- or AOA-accredited school located in Orange County. The Board of Directors may grant affiliate membership to any physician not qualified for a class of membership referred to herein but whose qualifications are otherwise acceptable for affiliate membership. Such members shall not have the right to vote or hold office. (c) QUALIFICATIONS FOR RETIRED MEMBERSHIP: Retired members shall have been active or associate members of the California Medical Association for at least ten (10) years, who have ceased the practice of medicine for reasons satisfactory to this Association, and who have been recommended by the Association to the Board of Trustees of the California Medical Association and duly approved by that body for such membership, and those retired physicians who have another state association, or the American Medical Association, for a total of ten (10) years prior thereto. They shall not have the right to vote or hold office and shall not be charged dues except as required by the California Medical Association. (d) HONORARY MEMBERSHIP: Honorary membership may be bestowed upon deserving eminent physicians or other individuals as determined by the Board of Directors. Honorary members shall pay no dues. They will have no right to vote or hold office. Section 4. APPLICATION FOR MEMBERSHIP. (a) This Association shall be the sole judge of the qualifications of its members, subject only to the requirements of the California Medical Association. (b) A candidate for any type of membership must complete and submit an make application in writing on the Application for Membership form provided by this Association for this purpose using the format in use by the Association. The annual dues and other fees payable by an applicant shall be paid to the Secretary-Treasurer prior to the consideration of the application. (c) All properly completed application forms shall be referred to the appropriate membership committee Board of Directors after the medical board records for unrestricted medical license and specialty have been verified. The name of the applicant, his or her specialty and status of prior membership will be put on the Board of Directors meeting agenda for approval. together with his or her biography, shall be published in the next succeeding issue of The Bulletin in order that any objection to such applicant by any member may be presented to the membership committee. After due consideration, that committee shall report its recommendation to the Board of Directors. Section 5. PROCEDURE FOR ADMISSION TO MEMBERSHIP. (a) The procedure to be followed by this Association with respect to the admission of a member of any class shall be that set forth in the Bylaws of the California Medical Association entitled "Procedure for Admission to Membership to a Component Society and these Bylaws." (b) All applicants for membership shall be furnished, at the time a formal application is received, a copy of this section of the Bylaws of the California Medical Association. Membership shall not be denied or abridged on account of sex, color, creed, race, religion, ethnic origin, national origin, age, disability or sexual orientation. (c) If a hearing is required, following the conclusion of such hearing, the Board of Directors shall then resume its deliberation on the application for membership and may then or at a later meeting decide whether to accept or reject the applicant. 7

8 (d) Following action by the Board of Directors, the application shall be returned to the Secretary-Treasurer who shall endorse upon the application the fact of the applicant's election. The applicant, if elected, shall then become a member and shall be so notified and his or her name reported immediately to the California Medical Association and again published in The Bulletin. The OCMA membership will be informed. (e) If elected to membership, the applicant is deemed to agree and will be bound by the Articles and Bylaws of CMA, by the bylaws of OCMA, and by the Prinicples of Medical Ethics of the American Medical Association. (ef) If the applicant is rejected, the Secretary-Treasurer shall notify the applicant in writing, together with a statement of the subjects presented relevant to his or her application at the time the vote was taken. Dues accompanying the applications of rejected candidates shall be returned to them. (gf) Each and every applicant for membership in this Association, by virtue of his or her application, is conclusively deemed to have agreed with the Association that all proceedings relating to his or her application, including, but not limited to, investigation of his or her application, committee meetings, Board of Directors meetings, and hearings, shall be clothed with an absolute privilege, coequal to the privilege held by witnesses in courts of this state. Such absolute privilege shall apply to the applicant; all persons, including members of this Association, furnishing information to this Association; and all witnesses appearing before any committee of this Association, or its Board of Directors, or at any other meeting at which the applicant's proposed membership is under consideration or discussion. Section 6. TRANSFER OF MEMBERSHIP. (a) A physician accompanying his or her application with a request for transfer card from another component county society of this within (60) days of the issuance of said card shall be required to provide satisfactory evidence that current dues have been paid in full to the former component society, and shall be required to respond to such inquiries as the Membership Committee shall make regarding qualification for membership. Such physician shall have the rights of a probationary member until elected to membership, but such application for transfer shall be considered by the membership committee in the regular course of its business following the receipt thereof, and presented to the Board within a reasonable time thereafter, without imposition of the waiting period otherwise imposed upon probationary members. No annual dues for the current year shall be charged against such a member, provided the same have been paid to the Association from which the applicant transfers. (b) A member in good standing, who is free from all indebtedness to this Association and against whom no charges are pending, may be granted a transfer. card. This card shall state the date the.member associated himself with this Association and the date of the issuance of the card, and shall be signed by the Secretary-Treasurer. Section 7. REMOVAL FROM MEMBERSHIP. (a) The procedure to be followed by this Association with respect to censure, suspension, or termination of membership of a member of this Association shall be consistent with the procedure now or hereinafter contained in or provided for by the Bylaws of the California Medical Association as now existing and as the same may hereinafter be amended. This section shall supersede any of the provisions of these Bylaws in conflict herewith. A member who is under suspension shall not be permitted to receive referral of patients, take part in any of the proceedings, or be eligible to hold any office in the Association until relieved of such disability. (b) A member who is guilty of a criminal offense or gross misconduct or violation of ethical or professional principles, or who violates any of the provisions of these Bylaws, shall be liable to censure, suspension or expulsion. Section 8. LEAVES OF ABSENCE. (a) Leaves of absence may be granted to members in good standing, who are seriously ill and cannot practice, or who leave their practices for a period of six months or more, to engage in bona fide postgraduate study or for other purposes acceptable to this Association, or who are absent from the county because of being on active duty in the Armed Forces of the United States. They shall have been recommended by this Association to the Board of Trustees of the California Medical Association as required, and duly approved by that body. They shall pay no dues except as required by 8

9 the California Medical Association and shall not have the right to vote or hold office, and if holding office they shall relinquish the same. (b) No leave shall exceed one year but shall be subject to renewal. (c) Upon returning to practice in this county, the member shall notify the Secretary OCMA of this return and shall promptly pay the dues for the year of returning in proportion to the number of months of the calendar year remaining. ARTICLE VI DUES Section 1. ESTABLISHMENT OF DUES. (a) The yearly dues for each member shall be fixed by the Board of Directors. New applicants who are eligible for membership in the Association will be billed for full or prorated dues prior to the time of election. (b) Dues shall be payable on the first day of January for the ensuing year. Section 2. ASSESSMENT BY THE CALIFORNIA MEDICAL ASSOCIATION. This Association shall pay through the Secretary-Treasurer the annual per capital assessment made on it by the California Medical Association. The assessment shall be paid for those members only who have paid their dues to the Orange County Medical Association and are not suspended under the provisions of the Bylaws, and all members of the Orange County Medical Association for who the assessment shall be paid shall thereby become members of, and be entitled to, all rights, privileges and benefits of membership in the California Medical Association. Section 3. DELINQUENCY, CANCELLATION, REINSTATEMENT. (a) Any member whose dues shall remain unpaid on and after March 31st succeeding, shall be held as suspended without further action of the Association. (b) If this indebtedness remains unpaid April 1st, he or she shall cease to be a member of the Association, but a member thus dropped may be reinstated by paying such dues and any other accrued dues and assessments, on a two-thirds (2/3) favorable vote of the Board of Directors and approval of the Board of Trustees of the California Medical Association. (c) The Board of Directors may, for good and sufficient reason, remit or reduce the dues and/or fees charged against any member. Section 1. ANNUAL MEETING. ARTICLE VII MEETINGS OF MEMBERS The annual meeting shall be held in July. It shall be a social function at which limited business, other than the installation of officers and attendant ceremonies, may be transacted. Section 2. REGULAR MEETINGS. 9

10 General meetings shall be held during the year at such time and places as designated by the Board of Directors. A general membership meeting shall be held in May prior to the annual meeting for the purpose of presenting final nominations for officers and directors and transacting such other business as may be necessary. Notices of all meetings shall be given to active members by mail, or through an official publication of format in use by the Association mailed to all members. The notice shall state the place, date, and time of the meeting, and those matters which the Board of Directors, at the time notice is given, intends to present for action by the members. A quorum shall be twenty percent (20%) of the current active voting power of the membership. At any regular meeting at which less than one-third (1/3) of the voting members actually are in attendance, in person or by proxy, the matters which may be voted upon are those matters for which notice of the general nature of the matter has been given in accordance with Article VII Section 4. Section 3. SPECIAL MEETINGS. (a) Special meetings of members for any lawful purpose may be called by the President, any three members of the Board of Directors. In addition, special meetings of members for any lawful purpose may be called by five ten percent (5 10%) or more of the members. (b) Upon request in writing to the Chairman of the Board, President, or Secretary by any person (other than the Board itself) entitled to call a special meeting of members, the officer shall cause notice to be given to the members entitled to vote that a meeting will be held at a time fixed by the board. In addition to the place, date, and time of the meeting, the notice shall state the general nature of the business to be conducted. No business except that stated in the notice may be transacted at the meeting. A quorum shall be twenty percent (20%) of the current active membership. (c) (b) The meeting shall be held at a reasonable time fixed by the Board not less than thirty-five (35) nor more than ninety (90) days after receipt of the written request. Section 4. NOTICE OF MEETINGS. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, using a written, electronic or any format in use by the Association, not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vote. thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first class, registered, or certified mail, that notice shall be given not less than twenty (20) days before the meeting Section 5. ACTION WITHOUT MEETING. Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the Association distributes a written or electronic ballot or any format in use by the Association to every member entitled to vote on the matter. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Association. Approval by written ballot or any format in use by the Association pursuant to this section shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Ballots shall be solicited in a manner consistent with the requirements of Article IX, Section 3.l All such solicitations shall indicate the number of responses needed to meet the quorum requirements, with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure solicited. The solicitation must specify the time by which the ballot must be received in order to be counted. Section 6. RULES OF ORDER. The deliberations of this Association, unless otherwise provided by the Bylaws, shall be governed by parliamentary usage as contained in Sturgis' Standard Code of Parliamentary procedure. 10

11 ARTICLE X VIII NOMINATIONS Section 1. APPOINTMENT OF COMMITTEE. The Immediate Past President, who shall be the Chairman of the Nominating Committee, with the approval of the Board of Directors at its February meeting one of its first quarter Board of Directors meeting, shall appoint a nominating committee of at least nine (9) active members and shall also designate the Chairman. This committee shall be composed of one (1) member from each District and special interest classification created and existing under section 1(b) of Article XI, the Chairman of the Delegates to the CMA, the Immediate Past President, the President-Elect, and at least one, but not more than 3 members-at-large.. Not more than three (3) four (4) committee members, including the Chairman of the Nominating Committee and the President-Elect, shall be members of the Board of Directors. The Immediate Past President shall, in the appointment of the personnel of the Nominating Committee, give consideration to the geographic location of each member's office and his or her specialty or type of practice. At least two thirds (2/3) of the Nominating Committee must be available for the vote, with a majority required to approve the ballot. Anyone who chooses to run for office may not serve on the Nominations Committee. Section 2. NOTIFICATION TO MEMBERSHIP. The membership shall be notified by mail of the personnel of the Nominating Committee and the time and place of its first meeting, along with the offices to be filled. This meeting shall not be held earlier than ten (10) days after such notification to the members. Nominating Committee members shall give their prospective nominees names to the Chairman of the Nominating Committee at least five (5) days prior to the meeting of the nomination Committee so that status of membership may be verified and to ensure that nominee is in compliance with the Bylaws for the election of officers and board and trustees. Section 3. LISTING OF NOMINEES. The Committee shall nominate a list of nominees consisting of one (1) or more names of active members for each office to be filled for the Association and one (1) or more names for each respective District or special interest classification office, after first securing the written consent of such nominees. Section 4. PUBLICATION OF NOMINEES. (a) The names of the nominees, with the offices for which they are respectively nominated, shall be delivered to the Secretary-Treasurer not later than the first day of April. (b) The Secretary-Treasurer shall mail notify a list of the nominees so nominated to each active member on or before the 20th day of April. Section 5. ADDITIONAL NOMINEES. Further nominations may be made by a petition signed by ten (10) twenty (20) active members of the Association, or of the District, if the nomination is for a District office or a special interest clarification, if the nomination is for a special interest classification office. Said petitions must be presented to the Secretary five (5) days prior to before the May meeting of the active members of the Association, or at that meeting, and be accompanied by the candidate's written consent to serve, if elected. 11

12 Section 6. ANNOUNCEMENT OF NOMINEES. The list of all nominees shall be read at the May meeting of the active members and following the reading of the names of the candidates for each office respectively, the privilege of discussing the merits of the candidates shall be afforded the members present. No additional names shall be added to the list of nominees for office subsequently, and no votes shall be counted at the election other than those cast for a properly nominated candidate. Section 1. ANNUAL ELECTIONS. ARTICLE IX VOTING AND MAIL OFFICIAL BALLOTS The annual election of the President-Elect, the Secretary-Treasurer, Directors, the Editor of The Bulletin, the Delegates and the Alternate Delegates to the California Medical Association and the American Medical Association shall be by mail ballot. preceding the first Monday Ballots shall be accepted until the last day in June or until the close of business day of the date established by the Board of Directors as Election Day.. Section 2. BALLOTS. The ballots shall contain the list of all offices to be filled within the Association. The offices to be filled by Districts shall be so designated and shall be voted on only by the active members within the specific Districts. Each member shall be notified of the District within which he or she maintains his or her major office. Section 3. VOTING PROCEDURE. (a) Each member shall be entitled to one vote on each matter submitted to a vote of the members. (b) The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to notice of any meeting of members. If no record date is fixed, members at the close of business on the business day preceding the day on which notice is given are entitled to notice of a meeting of members. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to vote at a meeting of the members. Such date shall not be more than sixty (60) days before the date of the meeting. If no record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting of members. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to cast written ballots. Such record date shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited. If no record date is fixed, members on the day the first written ballot is mailed or solicited who are otherwise eligible to vote are entitled to cast written ballots. (c) In cases where electronic balloting is not done, all All persons voting shall sign their names on the outside of the envelope enclosing their ballots and all ballots returned by mail or in person designated address before the time set for the closing of the polls. Ballots enclosed in envelopes not bearing the signature of the voter shall be discarded. (d) The election inspectors will review the electronic voting system results, will ensure all paper ballot results are combined with electronic voting system results, and shall develop tally sheets stating the number of votes received by each candidate. The paper ballots, properly sealed, and the tally sheets duly certified by each member of the committee, shall be 12

13 given to the Chair of the Nominating Committee, who will inform the Executive Committee of the results, which will then go to the Board of Directors for ratification, before being announce to the OCMA membership. Paper ballot shall not be opened prior to the day of the count and only by the election inspector (s). (d) (e) In advance of any meeting of members, the Board of Directors may appoint inspectors of election to act at the meeting. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the Chairman of any meeting of members may, and on the request of any members shall, appoint inspectors of election (or persons to replace those who fail or refuse) at the meeting. The number of inspectors shall be either one or three. In the case of any action by written ballot, the Board of Directors may similarly appoint inspectors of election to act with powers and duties as set forth in this section. The inspectors of election shall determine the number of memberships outstanding and the voting power of each, the number represented at the meeting, and existence of a quorum, and the authenticity, validity and effect of proxies, receive votes, ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all members. The Board of Directors shall report the result to the next general meeting of the Association and cause the result to be published in the earliest succeeding issue of The Bulletin. Section 4. ELECTION AND FILLING OF VACANCIES IN OFFICE. (a) The annual election of officers shall be conducted in accordance with the provisions of Section 3 above, but with those exceptions as stated in this section. The ballots shall list the names of the candidates for the respective offices in alphabetical order. When more than one similar office is listed and such offices are for varying terms, the one for the longest period shall appear first. (b) In the event of a tie for any office, a second election, for that office only, will take place. the election shall be decided by lot between the candidates affected. (c) In an uncontested election, i.e. when the number of candidates is equal to the number of positions available, the electorate shall be given the opportunity to add nominees. ( see Article X ). Ballots need not be distributed if it is an uncontested election and if all nominees are affirmed at the General Membership meeting ARTICLE VIII X DISTRICT ORGANIZATION The County shall be divided into six (6) five (5) Districts, based upon the division of Orange County populace into 5 equal districts as used by the Orange County Board of Supervisors for purposes of equitable representation on the Board of Directors. A map shall be kept in the office of the Association showing the exact boundaries of these Districts. The Board of Directors, if necessary to maintain the proper balance between Districts, may change their exact boundaries each third year. Section 1. COMPOSITION. ARTICLE XI DIRECTORS (a) The Board of Directors shall be limited to between fifteen (15) and twenty (20) active members with the exact number to be fixed by the Board of Directors and shall be composed of the President, Immediate Past President, President- 13

14 Elect and the Secretary-Treasurer, who shall serve a term of one (1) year each. The President, President-Elect, and the Secretary-Treasurer shall be the Chairman, Vice-Chairman, and the Secretary of the Board, Respectively. The other eleven (11) District Directors shall be those elected by the Districts for terms of three (3) years and shall be so spaced that one-third (1/3) of these eleven Directors, as nearly as possible, are elected each year and those from the Same District shall be elected in different years. (b) By resolution, the Board may propose special interest classifications by which members, at their option, may be represented on the Board of Directors, instead of being represented by a District Director. After adoption of a resolution by a majority of the members of the Board of Directors proposing the creation of a special interest classification, a written ballot shall be disseminated among the active members by which they may indicate their preference for inclusion in the special interest classification (as opposed t the District in which such member maintains his or her main office) for purposes of electing members to the Board of Directors. If at least one hundred (100) members elect to be included in the special interest classification, they shall be entitled to elect representative(s) to the Board of Directors for one (1) year terms in accordance with the nomination, voting and mail ballot provisions of these Bylaws. Section 2. NOMINATION. Nominations for the Board of Directors shall be done by the Nominating Committee acting in accordance with Article X VIII. Section 3. ELECTION AND TERM. (a) The Directors elected by active members of each District and each special interest classification shall be members of the Board of Directors, the governing body of this Association, as heretofore provided in the Articles and the Bylaws. Voting for the Directors shall be by mail ballot as provided in Article IX, Section 3 of these Bylaws. (b) Each District of the Association shall be entitled to one (1) board representative and each special interest classification shall be entitled to one a maximum of two (21) board representatives, one (1) representative on the Board of Directors for its firsta minimum of one hundred (100) members and one (1) additional Director for each additional two hundred (200) as tabulated on the last day of February of the respective calendar years. These Directors shall be elected by the active members of the respective district or special interest classification. In order to limit keep the size of the Board of Directors of the Association to less than twenty (20) members, the Board of Directors shall have the authority to revise the number of District Directors and the number of active members required for each additional District Director or special interest classification Director by a majority vote of the Board of Directors. However, any newly authorized Board of Directors representatives shall not be chosen or elected until the next annual election, and acting Directors shall complete the term of office to which elected. (c) The original term of newly authorized District Directors may be fixed by the Board of Directors for a term of less than three (3) years, if necessary to maintain the proper balance of rotation of the entire Board, or the representation within the District. (d) A Director on the Board shall have been an active member of the Association for at least three (3) years one (1) year prior to election to the Board. Section 4. QUORUM OF THE BOARD. Two-thirds (2/3) A simple majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. An affirmative majority vote, of those present, shall be necessary for the passage of any motion or resolution. Section 5. POWERS. (A) GENERAL CORPORATE POWERS. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the articles of incorporation and these bylaws, the business and affairs of the corporation shall be 14

15 managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. On substantive issues, the Board may from time to time poll the membership by mail referendum. (b) SPECIFIC POWERS. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to: (i) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; and fix their compensation; (ii) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting or meetings, including annual meetings. (iii) Adopt, make, and use a corporate seal and alter the form of the seal; and (iv) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of debt and securities. Section 6. VACANCIES. (a) VACANCIES. Vacancies in the Board of Directors shall exist; (i) at the resignation, death, or removal of any director; (ii) whenever the number of Directors authorized is increased; and (iii) on the failure to appoint a full number of directors authorized. (b) DECLARATION OF VACANCY. the board of directors may by resolution, declare vacant the office of a director when (i) he/she is declared of unsound mind by a final order of court or convicted of a felony; (ii) he/she has been found by final order or judgment of a court to have breached any standard of conduct as set forth in California Corporations Code Section 7230, et seq.; (iii) if within sixty (60) ninety (90) days after his or her notice of election he or she does not accept the office in writing or by attending a meeting of the Board of Directors; or (iv) he or she fails without adequate cause and previous excuse by the President or President-Elect to attend three (3) successive meetings or ceases to be a member in good standing. (c) FILLING VACANCIES. Vacancies caused by resignation, death, disability, or removal of a Director, or Directors, or by an amendment to the number of directors authorized, may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, for the remainder of the current year term. Any longer period of time in the unexpired term of such a vacancy shall be filled by election at the next annual membership election. No Director may resign when the corporation would then be left without a duly elected Director or Directors in charge of its affairs. (d) RESIGNATION. If the Board of Directors accepts the resignation of a Director intended to take effect at a later time, the Board may appoint a successor to take office when the resignation becomes effective. (e) REDUCTION IN AUTHORIZED DIRECTORS. A reduction of the authorized number of Directors does not remove any Director prior to the expiration of his or her term of office. (f) RESTRICTION OF INTERESTED DIRECTORS. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (i) any person being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a Director as 15

16 director, and (ii) any brother, sister, ancestor, descendant, spouse, brother- or sister-in-law, stepfather or stepmother, or father- or mother-in-law of any such person. However, any violation of the provisions of this subsection shall not affect the validity or enforceability of any transaction entered into by the corporation. Section 7. REMOVAL OF DIRECTORS Any Director may be removed from office by the vote of a majority two third (2/3) of the members of the Board of Directors. Any Director elected by District must be removed by the District members. Any members of the Board of Directors who fail to attend three successive regular meetings of the Board without adequate cause and previous excuse by the President or President-Elect may be removed from the Board by a resolution adopted by the Board. Section 8. PLACE OF MEETINGS; MEETINGS BY TELEPHONE. Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this Section 7, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar designated communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meetings. Section 9. ANNUAL MEETING. The Board of Directors shall hold an annual meeting for the purpose of organization and the transaction of other business. Section 10. OTHER REGULAR MEETINGS Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without additional notice. Section 11. SPECIAL MEETINGS. (a) AUTHORITY TO CALL. Special meetings may be called by the President at any time, with consultation of the Executive Committee, or by three members of the Board of Directors and shall be called by him/her upon written request which shall state the matter of business and reason of urgency. by three members of the Board of Directors. (b) Notice. (i) MANNER OF GIVING. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (a) by personal delivery or written notice; (b) by first-class mail, postage paid; or (c) by telephone communication; either directly to the Director or to a person at the Director's office who the person giving the notice has reason to believe will promptly communicate it to the Director. (ii) TIME REQUIREMENTS. Notices sent by first-class mail shall be deposited into a United States mailbox or electronically at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least forty-eight (48) hours before the time set for the meeting. (iii) NOTICE CONTENTS. The notice shall state the time and place of the meeting, as well as information as to the nature of the business to be considered. No other business shall be transacted at said meeting. 16

17 Section 12. WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present, and either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to hold the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. Section. 13. ADJOURNMENT. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Section 14. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. Section 15. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the board, individually, or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. ARTICLE XII COMMITTEES Section 1. FORMATION OF COMMITTEES The Board of Directors may, by resolution adopted by a majority of the Directors then in office, designate one or more committees to serve at the pleasure of the Board. Any committee, to the extent provided in this Article XII or in the resolution of the Board, shall have the authority such as has been delegated by the Board, except that no committee, regardless of Board resolution, may: (a) Take any final action on matters which, under the Nonprofit Corporation Law of California, also require approval of a majority of the Directors; (b) Fill vacancies on the Board of Directors or in any committee which has the authority of the Board; (c) Fix compensation of the Directors for serving on the Board or on any committee; (d) Amend or repeal Bylaws or adopt new Bylaws; (e) Amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repeal able; (f) Appoint any other committees of the Board of Directors or the members of these committees; (g) Expend corporate funds to support a nominee for Director after there are more people nominated for Director than can be appointed; or (h) Approve any transaction involving assets held in charitable trust to which the corporation is a party and one or more Directors have a material financial interest. 17

18 Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article XI of these Bylaws, concerning meetings of Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time and place for regular meetings of committee may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes or notes shall be kept of each meeting of any committee and shall be filed with the cooperate records. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. Section 3. NOMINATING COMMITTEE. The President shall appoint a Nominating Committee in the manner prescribed by Article X. Section 4. EXECUTIVE COMMITTEE. There shall be an Executive Committee, consisting of the President, the President-Elect, the Secretary-Treasurer, and the Immediate Past President. Its Chairman shall be the President, or, in his or her absence, the President-Elect, and two (2) shall constitute a quorum. Its duties shall be to aid and assist the officers and the Board of Directors in the transaction of the business of the Association in the intervals between meetings of the Board of Directors. It shall have such other advisory powers and duties as the Board of Directors shall from time to time determine. The Executive Committee shall also act as the advisory committee to the Orange County Medical Association Alliance. All of its acts and proceedings shall be authorized or ratified and approved by the Board of Directors. Section 5. JUDICIAL COUNCIL. (a) There shall be a Judicial Council which shall hear all formal written charges of unprofessional conduct brought against members, and shall act upon them with respect to any censure, suspension or expulsion. (b) The Judicial Council shall be composed of not less than five (5) members appointed by the Board of Directors, for terms of three years, one-third (1/3) of the membership, as near as possible, being appointed annually. (c) The organization and procedure to be followed by the Judicial Council in any disciplinary proceedings shall be that prescribed in the Constitution and Bylaws of the California Medical Association. Section 6. OTHER SPECIAL AND STANDING COMMITTEES. (a) The President, with the approval of the Board of Directors, shall appoint such other committees, subcommittees, or task forces as are necessary and which are not in conflict with other provisions of these Bylaws. The duties of any such committee shall be prescribed by the Board of Directors upon their appointment. (b) All standing and special committees shall keep a record of their actions and shall report the same to the Board of Directors unless otherwise expressly instructed. All committee reports shall be written. ARTICLE XIII Section 1. OFFICERS OFFICERS The officers of this Association shall be the President, President-Elect, and the Secretary-Treasurer, and Immediate Past President. 18