B Y L A W S
OKLAHOMA COUNTY MEDICAL SOCIETY ALLIANCE
Article I – NAME
This organization shall be called The Oklahoma County Medical Society Alliance; hereinafter sometimes called OCMSA, OCMS Alliance, or Oklahoma County Medical Society Auxiliary.
Article II – Mission, Vision, and Core Values
The Oklahoma County Medical Society Alliance is a non-profit organization of physicians’ spouses and physicians who:
Build a dynamic network for communication and support among our local community of physician families
Enrich our community through awareness and education about health and wellness
Assist other non-profit organizations that meet a health-related need within Oklahoma county
Partner with physicians to advocate positive legislative changes on behalf of the profession of medicine
Physician families—supporting each other and promoting health and wellness in our community.
We believe the medical family is unique
We believe the medical family should support each other and the field of medicine
We believe the medical family should give back through community involvement
We believe in being involved in health issues and advocating for a high quality of health care in Oklahoma
Article II. Membership
Categories of Membership
An Active member shall be the spouse, widow or widower, divorced spouse (who has not remarried outside the profession and was an active member at the time of divorce), of an eligible member of the Oklahoma County Medical Society (OCMS) or a physician who is eligible for membership in OCMS. An active member shall pay county and state Alliance dues (AMAA dues optional). An Active member shall be eligible to attend meetings, participate in Special Interests’ activities, vote, hold office, chair a Standing, General, and Special committee, and/or serve on a committee,.
Honorary Life Time Member
An Honorary Life Time Member shall be the spouse, widow or widower, divorced spouse (who has not remarried outside the profession and was an active member at the time of divorce) of an eligible member of the OCMS or a physician who is eligible for membership in OCMS. An honorary member is 80 years or older and shall not have to pay county and state dues and will not be listed on the active membership role. An honorary member may serve on a committee, participate in special events, and serve as a chair of a committee. An honorary member may become an active member at any time by paying county and state dues.
Article III. Meetings
A. There shall be a minimum of two (2) business meetings of the Alliance per fiscal year.
B. The last business meeting of the fiscal year shall be designated as the Annual Meeting--at which time the duly nominated officers for the ensuing year shall be elected.
A. The Board of Directors shall approve all events the Alliance promotes during the year.
A.. Fifty percent (50%) of the members in attendance at a business meeting shall constitute a quorum.
Article IV – Finances
A. Dues of all members shall be set each year by the Finance Committee and subsequently approved by the Board of Directors prior to the Annual Meeting.
B. Active members shall pay County and State dues; AMAA dues are optional.
C. Honorary Life Time members shall pay no dues and not be listed on our membership role.
A. The fiscal year shall be determined by the Board of Directors, and shall be in accordance with Internal Revenue Service regulations.
Article V – Officers
A. The Officers shall consist of a President, President-elect, Secretary, Treasurer, and Treasurer-Elect.
B. The Executive Committee shall be comprised of the President, Vice President, Secretary, Treasurer, Treasurer-Elect and the Immediate Past President. All members of the Executive Committee are expected to attend all Board of Directors meetings and all Business Meetings of the Alliance.
C. The President shall preside at all meetings of the Board of Directors, Executive Committee, and at the Alliance Business Meetings. At His/her discretion, the president shall attend as Ex-officio, meetings of all committees, and can call a special meeting of the Board of Directors or committees as provided in these Bylaws. He/she shall sign, along with the Treasurer, all contracts and obligations on behalf of OCMSA. He/she shall perform all other duties as outlined in the Standing Rules.
D. The President-elect shall preside at all meetings of the Board of Directors in the absence or disability of the President and shall have all of the powers, duties, and responsibilities of the President in the absence or disability of the President. He/she shall perform all other duties as outlined in the Standing Rules (Rules of Procedure).
E. The Secretary shall keep the minutes of the Executive Committee, the Board of Directors meetings, and the Business Meetings. He/she shall perform all other duties as outlined in the Standing Rules.
F. The Treasurer shall be the chair of the Finance Committee, keep accurate financial records, and pay all bills in a timely manner. He/she shall sign, along with the President, all contracts and obligations on behalf of OCMSA. He/she shall perform all other duties as outlined in the Standing Rules (Rules of Procedure).
G. The Treasurer-Elect shall help the treasurer in a capacity that is defined in the Standing Rules (Rules of Procedure).
A. The Board Development Committee shall present a single slate of candidates for each office to be filled. The slate shall be sent to the Board of Directors for approval and then approved by the General Membership at a General Meeting. Additional nominations may be made from the floor at the General Meeting providing prior consent has been given by the nominee.
Terms of office
A. Each Officer shall serve for one year, except for the President and President-elect, who shall serve a term of two years.
B The term of office shall begin at the beginning of the fiscal year.
C A member may serve no more than two consecutive years in the same office
Unless the board approves another term.
A. The Executive Committee shall meet upon call by the President or by three members of the Executive Committee.
B. The Executive Committee may act on behalf of the Board of Directors between meetings in circumstances as deemed by the President to require immediate action and notification will be made at the next Board of Directors meeting.
A. The duties of the Officers are written in the OCMSA Standing Rules and shall be updated annually.
A. A vacancy occurring in the Executive Committee shall be filled by the Board Development Committee for the unexpired term, except for the office of President, which shall be assumed by the Vice President. The Board Development committee should submit a candidate to the Board of Directors for approval and then the recommendation will be voted on at the next business meeting of the membership.
B. If the President and Vice-President are not available to preside over a business meeting or event, a member of the Executive Committee shall preside.
Article VI - Board of Directors
Number and Terms
A. The OCMSA Board of Directors shall consist of at least nine (9) active alliance members and no more than twenty seven active alliance members (27).
B. The Board of Directors shall be divided into three (3) classes, as nearly equal in number as the total number of Directors serving, with one class expiring each year.
C. Each Board Member shall serve a three year term and may be nominated for two consecutive three-year terms. After serving two three year terms, a member must rotate off of the Board for at least one year before serving on the Board of Directors again.
D. If the Standing committee chairs are not a member of the board of directors, they shall serve on the board for a one year term.
A. The Board of Directors shall have general charge and control of the affairs, funds, and property of the OCMSA.
A. The Board of Directors shall meet at minimum of 6 times per fiscal year.
B. Special meetings may be called by the President or by fifty percent (50%) of the Board of Directors.
A. The Board Development Committee will fill any vacancy that should occur in the Board of Directors. A member, filling an unexpired term, may be eligible to serve two three-year terms before rotating off of the Board of Directors.
B. If a Board Member is serving as an Officer on the Executive Committee at the time as his/her term expires, they shall be entitled to remain on the Board of Directors until such time as his/her term on the Executive Committee expires, which also shall include any renewals or extensions of his/her term of office.
A. Upon recommendation of the Board Development Committee, a Board member may be removed from the Board by a three-fourths vote of the Board of Directors, excluding the Board Member whose removal is under consideration.
B. Should any Board Member be removed, the Board Member should be notified of such action by letter to his/her last known address, and the decision of the directors in removing any director under the provisions aforesaid shall be final.
C. A vacancy shall be filled by the Board Development Committee.
Forty percent (40%) of the members of the Board of Directors shall constitute a quorum.
Decisions between meetings:
At the discretion of the President, decisions regarding time-sensitive matters may be made by the Board of Directors through electronic communication shared with the entire Board of Directors. For decisions made electronically, a forty-percent (40%) of the Board of Directors shall consist of a quorum. Such decisions will be submitted in a consent agenda at the next regularly scheduled Board of Directors meeting.
Article VII – Standing, General, Special Committees
Definition of Standing Committee
A standing Committees is constituted to perform a continuing function and remain in existence permanently or for the life of the assembly that established them (Robert’s Rules of Order, Tenth Edition).
Names of Standing Committees
a. The Finance Committee shall function as the financial fact-finding committee to advise the Board of Directors on all matters relating to the finances of the Alliance.
b. The Treasurer shall serve as the Chair of the Finance Committee.
c. The Finance Committee will prepare the budget and oversee the finances of OCMSA.
B. Board Development/Governance:
a. The Board Development/Governance Committee shall nominate the Officers and incoming Board Member class no later than three months prior to the Annual Meeting. The new board members and officers shall be approved by the current board of directors and approved by the general membership. Additional nominations may be made from the floor provided the said nominee has consented to serve.
b. The Board Development/Governance Committee shall be responsible for updating the bylaws, rules of procedure, and the board books.
c. The Board Development/Governance Chair is appointed by the President and shall serve for one year. He/she may serve two (2) consecutive terms.
a. The membership committee shall be responsible for recruiting and retention of membership in the alliance.
b. The membership chair is appointed by the President and shall serve for one year. He/she may serve two consecutive terms.
D. Community Outreach/Special Events
a. The Community Outreach/Special Events committee shall be responsible for planning and executing the community outreach and/or any special events that the alliance may sponsor in the community.
b. The Community Outreach/Special Events chair shall be appointed by the president and shall serve for one year. He/she may serve two consecutive terms.
a. The programming committee shall be responsible for planning the business meetings and special gatherings and/or events that benefit alliance members including, but not limited to, social, educational and legislative interests.
b. The programming committee chair shall be appointed by the president and shall serve for one year. He/she may serve two consecutive terms.
a. The communications committee shall be responsible for all Alliance communications.
b. The communications chair shall be appointed by the president and shall serve for one year. He/she may serve two consecutive terms.
G. There may be more Standing Committees if approved by the Board of Directors.
Definition of General Committees
A. General Committees are those committees that function throughout the year. These Committees are given responsibilities to further various projects.
B. The President appoints the General Committee chairs as needed.
C. The General Committee chair selects members to serve on the committee.
Definition of Special Committees:
A. Special committees may be created by the Board of Directors, which shall designate the powers, duties and terms of the committees’ appointment.
B. The President appoints the committee chairs as needed.
C. The Committee Chair selects members to serve on their respective committees.
Article VIII – Amendments and Rules of Order
These Bylaws may be amended by a two-thirds affirmative vote of members present at any Business Meeting after notification has been given to the Active Members two weeks in advance of the general meeting. The Bylaws Chairman shall have the authority to make technical and typographical, non-substantive changes to the bylaws.
Rules of Order:
Robert’s Rules of Oder Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws or by specific rules or procedures adopted by the OCMSA.
Article IX - Dissolution of Assets
Upon dissolution of this organization, after paying or adequately providing for the debts and obligations of this organization, the Board of Directors shall distribute the remaining assets to charitable organizations/foundations supported by OCMSA.
Presented and Adopted:
General Meeting, March 23, 1960
Last amended October, 2014