Articles of Incorporation

(With Concurrent Amendments) EFFECTIVE February 26, 2015

To the Secretary of State of the State of Iowa:

Pursuant to the provision of Section 39 of the Iowa Nonprofit Corporation Act, Chapter 504A, Code of Iowa, the Iowa Medical Society adopts the following Restated Articles of Incorporation, including concurrent amendments thereto:

Article I

The name of this corporation shall be the IOWA MEDICAL SOCIETY.

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Article II

Purpose

The purpose of this Society shall be to promote the science and art of medicine and the betterment of public health; to bring together and organize the medical profession of the State of Iowa; and to unite with similar associations in other states to form the American Medical Association.

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Article III

Members

The Iowa Medical Society shall consist of members as provided in the Bylaws.

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Article IV

Component Societies

Section 1.  Component societies shall consist of those county or multiple county societies, which now or here-after may hold charters from this Society.

Section 2.  In the event the Bylaws shall provide some form of membership for residents and fellows, a separate component society shall be formed whose membership shall consist solely of such resident and fellow members.

Section 3.  In the event the Bylaws shall provide some form of membership for students in good standing at the Carver College of Medicine at the University of Iowa who are candidates for a Doctor of Medicine degree and students in good standing at the Des Moines University College of Osteopathic Medicine who are candidates for a Doctor of Osteopathic Medicine degree, separate component societies shall be formed at each institution whose membership shall consist solely of such student members.

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Article V

Policy Forum

Section 1.  The Policy Forum shall be the primary policy-making body of the Society. It shall exercise the delegated powers of the members of the Society as a whole and of the component societies as units. It shall meet at least annually and shall be composed of representatives selected in the manner set forth in the Bylaws and other persons as identified in the Bylaws.

Section 2.  The Board of Directors, by a two-thirds vote of all members of the Board, may remove any officer of the Society from office for cause.

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Article VI

Officers

The officers of this Society shall consist of those Directors who comprise the Executive Committee, namely:  President, President-Elect, Immediate Past President, Chair of the Board of Directors, and Secretary/Treasurer. The qualifications, duties, terms of office and procedure for election of the officers shall be as provided in the Bylaws.

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Article VII

Board of Directors

The Board of Directors shall have charge of the property, employees and financial affairs of the Society and shall perform such duties as are prescribed by law governing directors of corporations or as may be prescribed in these Articles or the Bylaws.  The Board of Directors shall consist of up to nineteen (19) members ("Directors"), composed of up to twelve (12) members elected at-large ("At-Large Directors"), one Resident Director and one Medical Student Director elected at-large, the President, President-Elect, Immediate Past President, the Speaker of the Policy Forum, and the AMA Delegation Designate.  The qualifications, duties, terms of office and procedure for election of the Directors shall be as provided in the Bylaws.

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Article VIII

Meetings

Section 1.  The Policy Forum shall meet at least annually and at such other times as deemed necessary or as provided in the Bylaws. The date, place and time for holding Policy Forum meetings shall be decided by the Executive Committee.

Section 2. The date, place and time for holding the annual meeting shall be decided by the Executive Committee.

Section 3.  Special meetings of the Society shall be called by the President, with concurrence by the Board of Directors, or upon written petition of fifty (50) members, not more than ten (10) of whom are from any one (1) component society. These meetings shall be open to all registered members and guests, but voting shall be restricted to those members entitled to full voting privileges under the Bylaws.

Section 4. Special meetings of the Policy Forum shall be called by the President, with concurrence by the Board of Directors, or upon written petition of twenty (20) members, not more than four (4) of whom are from any one (1) component society. Rules governing the conduct of such special meetings shall be those that generally apply to meetings of the Policy Forum.

Section 5.  Notice of Policy Forum meetings shall be given to all members at least ten (10) days prior to the date of such meeting; notice of special meetings shall be given to members at least five (5) days before the date of said meeting.

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Article IX

Notices

Unless stated otherwise, any notices required in the Articles of Incorporation or Bylaws may be made by mail, inclusion in the Society’s journal, or other regular correspondence to the membership, or by electronic communications, including but not limited to e-mail, social media platforms and posting on Society’s Web site.

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Article X

Dues and Appropriations

Section 1.  Funds for meeting the expenses of the Society shall be raised by annual per capita dues and may also be raised by special dues, which dues shall be fixed by the Board of Directors.  Funds may also be raised in any other manner approved by the Board of Directors.

Section 2.  The Board of Directors may provide for special classifications of members at per capita reduced dues, payment of dues on other than an annual basis or any other special arrangement for the payment of dues.

Section 3.  All funds of the Society shall be expended only under the direct supervision of the Board of Directors, which may delegate certain responsibilities to the Executive Committee.

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Article XI

Seal

The Society shall have a common seal, with power to break, change or renew the same as approved by law.

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Article XII

Bylaws

The power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Policy Forum. The Bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the Articles of Incorporation.

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Article XIII

Amendments

These Restated Articles of Incorporation may be amended at any meeting of the Policy Forum by at least a two-thirds vote of the total number of Policy Forum members. Such amendments shall be proposed by the Board of Directors, or upon written petition of twenty (20) or more members, and be considered through the Policy Forum process.

These Restated Articles of Incorporation (i) correctly set forth the provisions of the Articles of Incorporation of the corporation as heretofore and hereby amended; (ii) have been duly adopted as required by law; and (iii) supersede the original Articles of Incorporation of the corporation and all amendments thereto.

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Bylaws of Iowa Medical Society

Chapter I

Offices

The principal office of the corporation shall be located in the city of Des Moines, Polk County, Iowa. The registered office of the corporation required by the Iowa Nonprofit Corporation Act to be continuously maintained in Iowa shall be at 515 E. Locust Street, Suite 400, Des Moines, Iowa 50309, subject to change from time to time by resolution of the Policy Forum and filing of a statement of said change as required by the Iowa Nonprofit Corporation Act.

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Chapter II

Membership

Section 1.  Membership in the Iowa Medical Society shall consist of Active, Emeritus, Resident, Student and Honorary members. The official roster of members shall be maintained at all times in the registered office of the Society. It shall be composed of the names of physician, student or honorary members certified by the executive office of this Society. Registration of the name of a physician, student or honorary member upon the official roster shall be prima facie evidence of membership and right to the privileges inherent in that membership.

Section 2.  ACTIVE MEMBERS. Active membership in this Society shall consist of those physicians who hold an Iowa license to practice allopathic or osteopathic medicine, who meet the criteria established by the Board of Directors, who have been so certified by the executive office of this Society and whose regular and special dues for the current year have been accepted at the executive office of the Society.

Any active member shall be eligible to hold any office within the Society with the exception of the Resident Director and Medical Student Director offices, provided such member is a member of this Society in good standing.

Section 3.  EMERITUS MEMBERS. Emeritus membership in this Society may be granted by a majority vote of the Board of Directors to a member who has retired, or who is incapacitated to such an extent that the payment of dues would be a hardship. Emeritus members shall be exempt from the payment of dues.  Emeritus members shall be accorded all the privileges of active members, except that they shall not have the right to hold office. Emeritus members shall be restored to active membership if they resume active practice.

Section 4.  RESIDENT MEMBERS. Resident membership in this Society shall consist of those physicians who have a valid Iowa “Resident or Physician License” to practice medicine, have been accepted into a residency or fellowship program and are actively working toward completion, who meet the criteria established by the Board of Directors and have been so certified by the executive office of this Society.

Any resident member shall be eligible to hold only the office of Resident Director provided such member is a member of this Society in good standing.

Section 5.  STUDENT MEMBERS. Student membership in this Society shall consist of those students in good standing at the Carver College of Medicine at the University of Iowa who are candidates for a Doctor of Medicine degree, and those students in good standing at the Des Moines University College of Osteopathic Medicine who are candidates for a Doctor of Osteopathic Medicine degree, and who have been so certified by the executive office of this Society.

Any student member shall be eligible to hold only the office of Medical Student Director provided such member is a member of this Society in good standing.

Section 6.  HONORARY MEMBERS. Any person, either a member of the medical profession or a layman, may be elected to honorary membership in this Society in consideration of outstanding contribution to the advancement of human welfare. In order for a person to be elected to honorary membership, the person’s name shall first be presented to the Board of Directors by any member of the Society. If the nomination is approved by the Board of Directors by two-thirds of the members present, the person so nominated shall thereupon be duly elected to honorary membership. Honorary members shall be accorded all the privileges of active members but shall be exempt from the payment of dues and they shall not have the right to vote or hold office.

Section 7.  "Physician" as used in the Articles and Bylaws of this corporation shall include allopathic physicians and osteopathic physicians who hold valid licenses to practice medicine and surgery in the State of Iowa. "Profession" as used herein shall mean the nonsectarian practice of medicine and surgery by "Physicians."

Section 8.  All members of the Society shall be privileged to attend all sessions of any Policy Forum meeting except as set forth in Chapter IV, Section 2. They may participate in all proceedings except as elsewhere prohibited in the Bylaws.

Section 9.  Except for honorary members, no person who is delinquent in payment of dues to this Society shall be considered to be in good standing as a member of this Society. No person other than a member of this Society in good standing or an officially registered guest or any honorary member shall be permitted to take part in any of its proceedings.

Section 10.  Each member in attendance at any Policy Forum meeting shall be registered. No member shall take part in any of the proceedings of any meeting until the member has complied with the provisions of this section.

Section 11.  A member of the Society whose license to practice medicine in this State has been revoked or suspended shall be dropped from membership in this Society automatically as of the date of revocation or suspension. The member shall be so notified by this Society. A physician so dropped from membership may not reapply for membership in this Society until such time as the physician’s license is reinstated.

Section 12.  Notwithstanding anything to the contrary contained in the Articles or these Bylaws, a physician shall not be required to be a member in good standing of a component society to be eligible for any category of membership of the Society, nor shall a vote of a component society to present a candidate for emeritus membership in the Society be a condition to eligibility for such membership.

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Chapter III

Component Societies

Section 1.  All component medical societies representing individual or two (2) or more adjoining counties now in affiliation with this Society or those that may hereafter be organized in the State of Iowa, which have adopted principles of organization not in conflict with the Articles of Incorporation and Bylaws, shall, upon approval by the Board of Directors, receive a charter from and become a component part of this Society. No component society may so amend or alter its principles of organization or its Articles of Incorporation and Bylaws that any provision thereof shall be in conflict with the Articles of Incorporation and Bylaws of this Society, and any such alteration or amendment held by the Board of Directors of this Society to be so in conflict shall be null and void.

Section 2.  Under the Articles of Incorporation and Bylaws, a component medical society may be organized and a charter issued thereto in every area of the state comprising one (1) entire county or two (2) or more adjoining entire counties.

Section 3.   Only one (1) component medical society shall be chartered in any county.

Section 4.  Each component society shall judge the qualifications of its own members, but since such societies are portals to this Society and to the American Medical Association, every reputable and legally registered physician in Iowa who is practicing or will agree to practice nonsectarian medicine shall be considered for membership in accord with Chapter II hereof.

Section 5.  Each component society shall have general direction of the affairs of the profession in its area, and its influence shall be constantly exerted for bettering the scientific, moral and material condition of every physician in the community. Systematic efforts shall be made by each member and by the Society as a whole to increase the membership until it embraces every qualified physician in its jurisdiction.

Section 6.  The Secretary of each component society shall forward an official report of its members, officers and a list of known non-member physicians of the component society to the executive office of this Society on or before February 15 of each calendar year.

Section 7. Nothing in Sections 1, 2 and 3 of Chapter III shall be construed as preventing the Society from chartering a resident and fellow component society from the residency and fellowship programs in the state.

Section 8.  Nothing in Sections 1, 2 and 3 of Chapter III shall be construed as preventing the Society from chartering component societies for students in good standing at the Carver College of Medicine at the University of Iowa who are candidates for a Doctor of Medicine degree and for students in good standing at the Des Moines University College of Osteopathic Medicine who are candidates for a Doctor of Osteopathic Medicine degree.

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Chapter IV

Policy Forum

Section 1.  The Policy Forum shall meet at least annually as set forth in the Articles. The Policy Forum shall be composed of the Directors of the Society, as defined in the Articles. The presiding officer shall have the right to vote.

Section 2.  Sessions of the Policy Forum shall be open to registered members except when the Policy Forum members have voted to go into executive session. Attendance at executive session shall be limited to members of the Policy Forum and to such administrative employees as are necessary to the functioning of the Policy Forum.

Section 3.  Any member may submit an issue or concern to the Policy Forum in the form of a Policy Request Statement. Requests may be submitted at any time throughout the year, but will only be discussed at a scheduled Policy Forum meeting. Such Policy Request Statements will be distributed to the entire Society membership for evaluation and comment. All comments received will be summarized and presented to the Policy Forum for consideration. The Policy Forum will make the final decision regarding the disposition of all Policy Request Statements.

Section 4.  The Policy Forum shall foster and promote the constitutional purposes of the Society. With this end in view it shall have the power to create commissions and special committees from its own membership, from the general membership of the Society or from the public at large. The Speaker of the Policy Forum shall be authorized to appoint special committees from the membership of the Society for the expeditious conduct of the business of the Policy Forum, decisions of such committees becoming final only upon vote of the Policy Forum after opportunity for discussion. Unless otherwise specifically ordered by the Policy Forum, the term of any special committee shall expire automatically with the SINE DIE adjournment of the meeting of the Policy Forum for which said committee was appointed.

Section 5.  The Policy Forum may by a two-thirds vote of its own members submit any question before it to the membership of the Society for a final vote. A majority of the members voting shall decide the question, and that decision shall be binding upon the Policy Forum.

Section 6.  Members of committees who are not members of the Policy Forum may report to the Policy Forum in person and may participate in the discussion of matters pertaining to the work of their committees, without vote.

Section 7.  The Policy Forum shall approve all memorials and resolutions issued in the name of the Society before the same shall become effective.

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Chapter V

Directors

Section 1.  PRESIDENT: The President shall preside over the Policy Forum in the event of the disability or unavailability of the Speaker. The President shall also serve as a Director, Officer and as a member of the Executive Committee during his or her term of service as President. The President shall deliver an annual address at such time as may be arranged before the annual meeting, and shall perform such other duties as custom and parliamentary usage may require. The President shall appoint all committees, except those committees specified in Chapter IV, Section 4. The President may, with the advice and consent of the Board of Directors, create and appoint special committees for any purpose and assign to them any powers and duties not in conflict with these Articles and Bylaws. The President shall be the real head of the profession of this state during a term of office, and so far as may be practicable, shall visit the component societies by appointment, and assist them in making their work more practical and useful.

In the event any of the regular delegates to the House of Delegates of the American Medical Association is unable or unwilling to attend a meeting of such House of Delegates, and in the further event there is not a sufficient number of alternate delegates able and willing to serve in place of such regular delegate or delegates at such meeting, the President shall appoint a member or members of the Board of Directors to serve as alternate delegate or delegates at such particular meeting.

Section 2.  CHAIR OF BOARD OF DIRECTORS:  The Chair of the Board of Directors shall, so far as it is practicable, preside over all meetings of the Board of Directors.  The Chair shall also serve as a member of the Executive Committee during his or her term of service as Chair and shall, so far as it is practicable, preside over all meetings of the Executive Committee.

Section 3.  PRESIDENT-ELECT:  The President-Elect shall serve as a Director, Officer and as a member of the Executive Committee during his or her term of service as President-Elect and as a member and chair of the Nominating Committee during his or her term of service as President-Elect.

Section 4.  IMMEDIATE PAST PRESIDENT:  The Immediate Past President shall serve as a Director, Officer and as a member of the Executive Committee.

Section 5.  SECRETARY/TREASURER: In addition to the rights and duties ordinarily devolving on the secretary of a corporation by law, custom or parliamentary usage and those granted or imposed in other provisions of the Articles and Bylaws, the Secretary/Treasurer shall be the official custodian of all funds and securities of the Society and the income therefrom, subject to the direction and disposition of the Board of Directors. The Executive Committee may select a bank or trust company to act as custodian in the place of the Secretary/Treasurer of all or any part of such funds and securities and to act as agent of the Society in collecting the income therefrom. The Secretary/Treasurer shall give bond in such sum as may be fixed by the Executive Committee, the premium on such bond to be paid by the Society; and perform such other duties as may be directed by the Board of Directors.

Section 6.  SPEAKER: The Speaker shall preside over all sessions of the Policy Forum and shall perform such other duties as custom and parliamentary usage may require. The Speaker may address the Policy Forum at the opening of any meeting, limiting the address to matters of conduct and procedure. The Speaker shall also serve as a voting member of the Board of Directors.

Section 7.  DIRECTORS:  At-Large Directors, Resident Director and Medical Student Director shall be members of the Board of Directors and be responsible for management of the business and affairs of the Society.

Section 8.  AMA DELEGATION DESIGNATE:  A Delegate to the American Medical Association who shall be selected by all the Delegates to the American Medical Association from among their own number shall serve as a voting member of the Board of Directors. This individual shall report on activities from the American Medical Association meetings and carry directives of the Policy Forum and Board of Directors to the American Medical Association meetings.

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Chapter VI

Election of Officers and Directors

Section 1.  All elections conducted by the Society membership shall be by electronic ballot, and those candidates receiving a plurality of votes will be elected; a majority of the votes cast shall not be necessary to elect.

Section 2.  The Society membership shall elect up to twelve (12) At-Large Directors, the Speaker of the Policy Forum, the Resident Director, the Medical Student Director, and the Delegates and Alternate Delegates to the American Medical Association in the manner specified in this Chapter VI of the Bylaws. 

Section 3.  The Secretary/Treasurer of the Board of Directors and the President-Elect shall be elected by the Board of Directors from among the Directors at the organizational meeting of the Board of Directors held each year immediately following the annual meeting.  The Secretary/Treasurer shall serve for a term of one (1) year, and upon the expiration of which term the Secretary/Treasurer shall assume office as Chair of the Board of Directors for a term of one (1) year while concurrently serving as a Director. The Secretary/Treasurer shall assume the office of Chair of the Board of Directors earlier if the then serving Chair is unable, for any reason, to serve his or her full term of service as Chair.  In the event the Secretary/Treasurer should assume office as Chair prior to the completion of the full term of service of the then serving Chair, the Secretary/Treasurer shall complete the term of service of the then serving Chair and, in addition, shall serve his or her full term of service as Chair as originally contemplated, and the Board of Directors may elect a new Secretary/Treasurer.

Section 4.  The Nominating Committee shall be charged with the responsibility of selecting a slate of candidates to stand for election to offices to be filled by the Society membership prior to its annual meeting.  The Nominating Committee shall consist of the President-Elect, who shall serve as Chair of the Committee, and four (4) members selected by the Board of Directors on a staggered basis. Members of the Nominating Committee selected by the Board of Directors shall serve for a term of three (3) years and are not eligible to serve more than two (2) consecutive terms as a member of the Nominating Committee. The President-Elect shall serve for a term of one (1) year.  The members of the Committee are not eligible for nomination for any Director position while they are serving on the Committee plus one year following their service on the Committee. In the event a member of the Nominating Committee is not able to complete his/her term for any reason, the Board of Directors shall appoint a member for the unexpired term of office, which partial term will not count toward the two (2) term limit.

Section 5.  No later than sixty (60) days prior to each annual meeting, members of the Nominating Committee shall first meet to select a slate of candidates to stand for election to the offices to be filled by the Society membership prior to its annual meeting. It shall be the duty of the Committee to give careful consideration to the qualifications of all proposed candidates, always keeping in mind the best interests of the profession. Meetings of the Committee shall be open to all members of the Society, except when in executive session, and no meeting shall be held without adequate notification of all Society members. Notice of the first meeting shall include a list of names of members of the Nominating Committee together with an informative statement as to vacancies to be filled. Notwithstanding the foregoing, members of the Nominating Committee may participate in a meeting of the Committee by electronic means; provided, however, that upon request of any member of the Nominating Committee the electronic meeting will be replaced by an actual physical meeting at a place to be designated by the Committee chair.

Section 6.  No later than twenty-four (24) days prior to the annual meeting, the Committee shall report to the Secretary/Treasurer its official ballot containing a contested election for the offices to be filled by the membership. This ballot shall be sent to all Society members no later than twenty-one (21) days before the annual meeting. 

Section 7.  Voting by Society members will remain open until midnight of the third day prior to the annual meeting. Voting results will be presented to the Secretary/Treasurer, who will announce the results of the election during the annual meeting.

Section 8.  The President-Elect shall be elected as such by the Board of Directors, provided that at least 45 days prior to the annual meeting the Board of Directors will communicate its intended selection of President-Elect to the membership, which will have 14 days to provide feedback to the Board of Directors. The President-Elect shall then be elected at the organizational meeting of the Board of Directors held each year immediately following the annual meeting for a term of one (1) year, upon the expiration of which term the President-Elect shall assume office as President for a term of one (1) year, except that the President-Elect shall assume the office of President earlier if the then serving President is unable, for any reason, to serve his or her full term of service as President.  In the event the President-Elect should assume office as President prior to the completion of the full term of service of the then serving President, the President-Elect shall complete the term of service of the then serving President and, in addition, shall serve his or her full term of service as President as originally contemplated, and the Board of Directors may elect a new President-Elect. Upon the expiration of the term of office as President, the President shall succeed to the office of Immediate Past President.  In the event the President is unable, for any reason, to assume the office of Immediate Past President, the outgoing Immediate Past President shall, with his or her consent, remain in the office of Immediate Past President for an additional term of service; absent such consent, the office of Immediate Past President shall remain vacant for the remainder of the term.

The Speaker of the Policy Forum shall be elected for a term of three (3) years. A person is not eligible to serve more than two (2) consecutive terms as Speaker.

The At-Large Directors shall be elected for terms of three (3) years each. A person is not eligible to serve more than two (2) consecutive terms as an At-Large Director. The At-Large Directors shall be divided into three (3) classes, with each class to consist of up to four (4) At-Large Directors; the terms of each class will be staggered over a three-year period.

The Resident Director shall be elected for a term of one (1) year and may be elected to multiple terms.

The Medical Student Director shall be elected for a term of one (1) year and may be elected to multiple terms.

Delegates and alternate delegates to the American Medical Association shall be elected in such numbers and for such terms as the American Medical Association Bylaws may prescribe, with each delegate or alternate delegate to be elected for a term of two (2) years beginning January 1 following the meeting at which they were elected. A person is not eligible to serve more than five (5) consecutive terms as a delegate to the American Medical Association, except that the term limit shall not be applicable to any delegate who has been elected or appointed to any American Medical Association council or office. A person is not eligible to serve more than five (5) consecutive terms as an alternate delegate to the American Medical Association, except that the term limit shall not be applicable to any alternate delegate who has been elected or appointed to any American Medical Association council or office.  This exemption from term limitation for delegates and alternate delegates elected or appointed to any AMA council or office shall terminate effective immediately at the completion of the AMA council or office position.  The delegate or alternate delegate shall be allowed to serve out the remainder of the current two-year term of office.  Terms served as delegate or alternate delegate, while as an AMA officer or council member, will be counted to determine eligibility to run for re-election.

Eligibility to any office shall include citizenship in the United States of America and membership in good standing in this Society. Additionally, eligibility for the offices of Delegate and Alternate Delegate to the American Medical Association shall require membership in good standing in the American Medical Association.

Section 9.  Any vacancy in the office of Speaker of the Policy Forum, At-Large Director, Resident Director, Medical Student Director, AMA Delegate or AMA Alternate Delegate shall be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 10.  Should a vacancy occur in the office of President-Elect, the Board of Directors shall elect a President-Elect.

Section 11.  In the event any elective officer shall cease to be a member of the Society in good standing during a term of office, the office shall forthwith be automatically vacated.

Section 12.  Except as otherwise provided for herein and in Chapter VI, Sections 3 and 8, all officers shall serve until their successors are elected and installed and shall assume office upon adjournment of the  meeting at which they were installed.

Section 13.  Should a person be elected or appointed to fill any vacancy existing in an officer position, the fulfillment of that unexpired term of office shall not count toward the term limits specified for the respective officer position.

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Chapter VII

Board of Directors

Section 1.  The Board of Directors shall be responsible for the exercise of all corporate powers of the Society (unless specifically reserved to the Policy Forum in these Bylaws) and for the management of the business and affairs of the Society. The Board of Directors shall at all times be guided in its actions by the policies of the Society as articulated from time to time by the Policy Forum. The Board of Directors shall determine and appropriately announce the policies of the Society in all matters, and shall consider recommendations of all standing and special committees which include proposed policy expressions on behalf of this Society.

Section 2.  The Board of Directors shall be composed of up to nineteen (19) members ("Directors"), consisting of the President, the President-Elect, the Immediate Past President, up to twelve (12) At-Large Directors,  one (1) Resident Director, one (1) Medical Student Director, the Speaker of the Policy Forum, and the AMA Delegation Designate. 

Section 3.  The Board of Directors, at its first meeting after the final session of the annual meeting, shall organize by electing the President-Elect and the Secretary/Treasurer as set forth in Chapter VI. The Board of Directors shall meet up to five (5) occasions during the year to perform the rights and duties conferred or imposed on the Board of Directors elsewhere in the Articles and Bylaws as well as the customary duties devolving upon directors of corporations. Special meetings of the Board may be called at any time by the Chair of the Board of Directors, by order of the President, or by joint action of any two (2) Directors.

Section 4.  The Board of Directors shall employ such executive and administrative personnel as it shall from time to time determine and shall designate from the executive personnel an Executive Vice President who shall have such duties as shall be prescribed by the Board of Directors. Such personnel need not be physicians or members of the Society.

Section 5.  The Board of Directors shall provide surety bonds for all officers and employees handling Society funds and liability insurance of all kinds for the protection of the Society. The Board of Directors shall provide for the publication of an official journal of the Society under the title "Iowa Medicine, Journal of the Iowa Medical Society," and shall appoint an editorial board and such editors as may be necessary to carry out said publication. The Board of Directors shall prepare an annual budget for the ordinary annual expenses of the Society, which shall take precedence over all other Policy Request Statements providing for appropriations.

Section 6.  The Board of Directors shall make careful inquiry into the condition of the profession in each county of the state. It shall have authority to adopt such methods as may be deemed most efficient for building up and increasing the interest in such component societies as already exist, or for organizing the profession in counties where societies do not exist. It shall systematically endeavor to promote friendly intercourse between physicians of the same locality and shall continue these efforts until every reputable physician in every county of the state has been brought under medical society influence.

Section 7.  The Board of Directors shall receive, hear and decide finally for this Society all appeals from the decisions of component societies.  It shall have and exercise original jurisdiction over and decide finally for this Society all questions of ethics, grievances, discipline or rights of membership in component societies or this Society submitted to it by a physician or a member.  It shall likewise have and exercise original jurisdiction over and decide finally for this Society all controversies between component societies and members of different component societies.  All questions of an ethical nature shall be referred to the Board of Directors.  The Board of Directors shall interpret the Bylaws of the Society in all cases of misunderstanding or dispute.

Section 8.  The Board of Directors shall have the power to establish and prescribe rules of procedure to govern all cases within its jurisdiction. Decisions of the Board of Directors shall be final in all judicial matters, including all questions regarding membership in this Society, provided that matters over which the Council on Ethical and Judicial Affairs of the American Medical Association has jurisdiction may be submitted to that body for adjudication, but only as an appeal from the decision of the Board of Directors.  Any member of a component society aggrieved by any decision of a component society or a division of this Society shall be given the right of a hearing, and shall before seeking any other remedy, exhaust all appellate procedures within the component societies, this Society and the American Medical Association.  For the purpose of carrying out its functions, the Board of Directors may summon any member of the Society to meet with it upon adequate notice.  The Board of Directors shall prepare a suitable general memorial concerning deaths of members of the Society in the year just closed for presentation at each annual meeting.

Section 9.  It shall, upon application, provide and issue charters to component societies organized to conform to the spirit of the Articles of Incorporation and Bylaws, and may revoke such charters for cause deemed by it sufficient.

Section 10.  It shall have authority to organize the physicians of two (2) or more adjoining counties in sparsely settled areas into component societies to be designated by appropriate names which will distinguish such societies from other component societies. Such component societies when so organized and chartered shall be entitled to all the privileges and representations provided in the Articles of Incorporation and Bylaws for component medical societies.

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Chapter VIII

Voting and Management

Section 1.  Individual members, referred to in Chapter II hereof, shall have such voting rights and privileges as are provided by the Restated Articles of Incorporation or Bylaws of this corporation.

Section 2.  In order to constitute a quorum at any special meeting of the membership for the transaction of business, at least twenty-five (25) members shall be present, but in the event that a quorum shall not be present, then a lesser number may adjourn from time to time.

Section 3.  Voting by proxy is not permitted.

Section 4.  Inasmuch as the management of the affairs of the Corporation is vested in the Policy Forum and the Board of Directors as provided more specifically in the Restated Articles of Incorporation and Bylaws of this Society, the term "Board of Directors" as defined in the Iowa Nonprofit Corporation Act applies to each of those groups when exercising management functions.

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Chapter IX

Fiscal Year, Funds, Dues and Expenditures

Section 1.  The fiscal year of this Society shall be the calendar year.

Section 2.  Annual per capita dues to be charged a member for the general support of this Society shall be fixed by the Board of Directors. Nothing in the Articles or Bylaws shall preclude the Board of Directors from adopting a reduction in dues for particular members or establishing special arrangements for the payment of dues, including, without limitation, discount arrangements or payment of dues on other than an annual basis.  The Board of Directors shall waive dues for physicians entering military service and American physicians located in foreign countries and engaged in medical missionary and similar educational and philanthropic labors. Annual dues shall be prorated quarterly in the case of new members admitted to the Society within the calendar year. Per capita special dues in lieu of or in addition to annual dues may be fixed at any time by the Board of Directors in the event of financial emergency.

Section 3.  A member is delinquent if dues and assessments are not received by the Society by March 1 of the year for which they are prescribed.

Section 4.  Any component society which fails to make reports required on or before March 1 shall be held as suspended and none of its members shall be permitted to participate in any of the business or proceedings of the Society, or of the Policy Forum, until such requirements have been met.

Section 5. During intervals between Policy Forum meetings and within such budgets and other resolutions establishing appropriations as may have been approved by the Policy Forum, the necessary expenses of conducting the business of this Society shall be paid as may be authorized by the Board of Directors.

Section 6. No officer, council, board, commission, committee or member of this Society may obligate the Society financially in any manner or enter into any contract, agreement or other instrument either written or verbal which might lead to or imply financial obligation, unless the same shall have first been approved and authorized by vote of the Board of Directors.

Section 7. All deeds, instruments, transfers, conveyances, leases, mortgages or assignments of real estate or personal property and all releases of judgments, mortgages or other liens shall be authorized and approved by the Board of Directors and executed and acknowledged by the Chair of the Board of Directors and the Secretary-Treasurer of the Society.

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Chapter X

Committees

Section 1.  The standing committees shall be as follows:

  • Committee on Legislation                    
  • Committee on CME Accreditation
  • Nominating Committee                                   
  • Committee on Medical Services
  • Executive Committee

Section 2.  Special committees may be created by the Policy Forum, the Board of Directors or the President.

Section 3.  Not later than thirty (30) days before the annual meeting, each committee shall file a written annual report with the Executive Office of the Society, addressed to the Policy Forum. Each committee shall submit such other reports as the Policy Forum or the Board of Directors may direct.

Section 4.  Except as otherwise provided for by these Bylaws, and subject to the direction of the power creating special committees, the terms of all standing and special committees shall coincide with that of the appointing President. Except as otherwise provided for herein, ex-officio members of committees shall have the right to vote in such committees.

Section 5.  The COMMITTEE ON LEGISLATION shall consist of seven (7) or more members. Under the direction of the Policy Forum, it shall represent the Society in securing and enforcing legislation in the interest of public health and scientific medicine. It shall keep in touch with professional and public opinion, shall endeavor to shape legislation so as to secure the best results for the whole people and shall utilize every organized influence of the profession to promote the general influence on local and state affairs. Its work shall be done with the dignity becoming a great profession and with that wisdom which will make effective its power and influence.

Section 6.  The NOMINATING COMMITTEE shall be elected and perform its duties in accordance with provisions of Chapter VI, Sections 4, 5 and 6 of these Bylaws.

Section 7.  The COMMITTEE ON MEDICAL SERVICES shall consist of three (3) or more members. It shall be the duty of the Committee to concern itself with questions relating to (a) the provision of medical service under prepayment insurance systems, (b) the provision of medical services to the indigent, (c) the provision of medical services to veterans of the Armed Forces of the United States, and (d) the interrelations of hospital and medical service, except such questions of post graduate medical education in hospitals as the Board of Directors may assign to the Committee on CME Accreditation.

Section 8.  The COMMITTEE ON CME ACCREDITATION shall consist of three (3) or more members. The Committee shall be responsible for administration and oversight of the IMS continuing medical education (CME) accreditation system.

Section 9.  The EXECUTIVE COMMITTEE shall be composed of five (5) Directors who shall also serve as Officers, consisting of the President, the President-Elect, the Immediate Past President, the Chair of the Board of Directors and the Secretary/Treasurer.  The Executive Vice President of the Society shall be a non-voting member of the Executive Committee.  The Executive Committee shall have the power and authority to review and determine budgets, take action with respect to employment matters, review and authorize contracts not requiring the approval of the Board of Directors and to exercise such other power and authority as may be delegated from time to time by the Board of Directors consistent with the Articles of Incorporation, these Bylaws and the Iowa Non-Profit Corporation Act.

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Chapter XI

The Journal

Section 1.  IOWA MEDICINE, Journal of the Iowa Medical Society, shall be published under the general supervision of the Board of Directors. It shall be supplied to all Society members and to such other persons and under such rules, regulations and prices as the Board of Directors may direct. It shall publish, as fully as the Board of Directors deems wise and practicable, business proceedings of all official bodies of the Society. It shall publish such other matters as the Board of Directors or the Editorial Board may direct.

Section 2.  All material published in IOWA MEDICINE shall be strictly ethical in character, and all advertisements of therapeutic products published in IOWA MEDICINE shall further conform to the rules and regulations of the appropriate Councils, Bureaus and Committees of the American Medical Association.

Section 3.  Except as otherwise provided for by law or in the Articles of Incorporation and Bylaws, publication of any notice in IOWA MEDICINE shall be considered as full notice to all members of the Society for any purpose.

Section 4.  All moneys received by or for IOWA MEDICINE by any representative of this Society shall be promptly turned over to the general treasury of the Society.

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Chapter XII

Investments

Investments shall be made in investments recommended by competent investment counsel.

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Chapter XIII

Amendments

These Bylaws may be amended at any Policy Forum meeting by at least a two-thirds vote of the total Policy Forum members. Such amendments shall be proposed by the Board of Directors, or upon written petition of twenty (20) or more members, and be considered through the Policy Forum process.

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Chapter XIV

Ethics and Rules of Conduct

The Principles of Medical Ethics of the American Medical Association shall be the rule of conduct for the members of this Society and shall be controlling in all decisions of the Board of Directors and the judicial bodies of all component societies. In addition, the Board of Directors shall have the power to interpret, construe, elaborate and establish rules of conduct as applying to the Iowa Medical Society and its members, and may expel or suspend from membership in this Society any member found guilty by the Board of Directors of violating any of the rules of conduct of this Society.

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Chapter XV

Rules of Order

Except as otherwise provided for in the Articles of Incorporation and Bylaws of this Society, the Speaker of the Policy Forum will determine the appropriate Rules of Order to be followed at all sessions of the Policy Forum, Board of Directors, committees and sub-committees for that year.

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Chapter XVI

Indemnification of Officers, Directors, Employees and Committee Members and Insurance

Section 1.  Indemnification.

A.        The Society shall indemnify and advance expenses to any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including a grand jury proceeding) by reason of the fact that such person is or was a director, officer or employee of the Society or is or was a director, officer or employee of any subsidiary of the Society, or is or was serving as a member of a committee of the Society, or is or was serving at the request of the Society as a director, officer, employee, committee member, agent, partner or trustee (or in a similar capacity) of another corporation, partnership, joint venture, trust, other enterprise (whether nonprofit or for profit), or employee benefit plan (any such person being referred to in this Chapter XVI as a "Covered Person"), against reasonable expenses (including attorneys’ fees), judgments, fines, penalties and amounts reasonably paid in settlement actually incurred by the Covered Person in connection with such claim, action, suit or proceeding or any appeal thereof to the maximum extent it is empowered to indemnify and advance expenses by the Iowa Nonprofit Corporation Act as the same exists or may hereafter be amended or changed (but in the case of any such amendment or change, only to the extent that such amendment or change empowers the Society to provide broader indemnification than said law empowered the Society to provide prior to such amendment or change), any successor or substitute law or other applicable law, if the Covered Person acted in good faith and in a manner the Covered Person reasonably believed:  (i) in the case of conduct in the Covered Person's official capacity with the Society, to be in the best interest of the Society or (ii) in all other cases, not opposed to the best interest of the Society, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful; provided, however, entitlement to such indemnification shall be conditional upon the Society being afforded the opportunity to participate directly on behalf of the Covered Person in such claim, action, suit or proceeding or any settlement discussion relating thereto.

B.         The right to indemnification conferred in this Section shall include the right to payment or reimbursement by the Society of expenses incurred in connection with any such claim, action, suit or proceeding in advance of its final disposition; provided, however, that the payment or reimbursement of such expense incurred by a Covered Person who has a right of indemnification pursuant to this Section in advance of the final disposition of such claim, action, suit or proceeding shall be made only upon delivery to the Society of a written undertaking by or on behalf of the Covered Person to repay all amounts so advanced if it shall ultimately be determined that he or she is not entitled to be indemnified under this Section or otherwise, along with a written affirmation by the Covered Person of his or her good faith belief that he or she has met the applicable standard of conduct necessary to require indemnification by the Society pursuant to this Section or otherwise.

C.         The Society shall indemnify and advance expenses to any person who was or is a witness in or is threatened to be made a witness in any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including a grand jury proceeding), by reason of the fact that such person is a Covered Person, to the same extent that the Covered Person would be entitled to indemnification under this Section if the Covered Person were, or were threatened to be made, a party to such claim, action, suit or proceeding, against reasonable expenses (including attorneys’ fees) actually and reasonably incurred by the Covered Person in connection with such claim, action, suit or proceeding or any appeal thereof.

D.        Notwithstanding anything in this Section to the contrary, the Society shall be obligated to indemnify a Covered Person in connection with a claim, action, suit or proceeding (or part thereof) initiated by such Covered Person only if the initiation of such claim, action, suit or proceeding (or part thereof) was authorized by the Board of Directors.

E.         In the event that the applicable standards as set forth in subsection A. of this Section are met as to some claims, actions, suits, proceedings, issues or matters but not as to others, a Covered Person who has a right of indemnification pursuant to this Section shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by the Covered Person in connection with the claim, action, suit, proceeding, issues or matters as to which the applicable standards are met.  Nothing contained in this subsection shall limit the obligation, duty or ability of the Society to indemnify the Covered Person as provided elsewhere in this Section.

F.         The termination of any such claim, action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that a Covered Person who has a right of indemnification pursuant to this Section did not act in good faith and in a manner which the Covered Person reasonably believed to be in or not opposed to the best interests of the Society, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Covered Person's conduct was unlawful.

G.        The right to indemnification conferred in this Section shall be deemed to be a contract between the Society and any such person who is now serving or who shall hereafter serve as a Covered Person, while this Section is in effect.  Each person who is now serving or who shall hereafter serve as a Covered Person shall be deemed to be doing so in reliance upon the rights of indemnification provided for in this Section, and such rights of indemnification shall continue as to a person who has ceased to serve in such capacity and shall inure to the benefit of heirs, executors, administrators and legal or personal representatives of such a person.

H.        This Section shall be applicable to all claims, actions, suits or proceedings whether arising from acts or omissions occurring before or after the adoption hereof.

I.          The rights to indemnification and the payment of expenses incurred in defending a proceeding conferred in this Section shall be in addition to and shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the articles of incorporation, bylaw, agreement, vote of Policy Forum or disinterested directors or councilors or otherwise.

J.          Any amendment, repeal or modification of any provision of this Section or of the relevant provisions of the Iowa Nonprofit Corporation Act shall not adversely affect any right or protection of any person then existing with respect to any state of facts then or theretofore existing or any claim, action, suit or proceeding then pending or thereafter brought or threatened based in whole or in part upon any such state of facts.

K.        In the event any one or more of the provisions contained in this Section shall, for any reason, be held to be invalid, illegal or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Section.

Section 2.  Insurance.

A.        The Society may purchase and maintain insurance, at its expense, to protect the Society and any Covered Person against any liability asserted against such Covered Person and incurred by such Covered Person in any such capacity or arising out of such Covered Person's status as such, whether or not the Society would have the power to indemnify such Covered Person against such liability under the provisions of this chapter, the Iowa Nonprofit Corporation Act or otherwise.

B.         The Society's obligation to make indemnification and pay expenses pursuant to Section 1 of this Chapter shall be in excess of any insurance purchased and maintained by the Society as provided in subparagraph A. of this Section and such insurance shall be primary.  To the extent that indemnity or expenses of a Covered Person entitled to indemnification and payment of expense

pursuant to Section 1 of this Chapter are paid on behalf of or to such Covered Person by such insurance, such payments shall be deemed to be applied toward satisfaction of the Society's obligation to such Covered Person to make indemnification and pay expenses pursuant to Section 1 of this Chapter.

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Chapter XVII

Health Care Executives Section

Section 1.  There is hereby established the Iowa Medical Society Health Care Executives Section which shall function as an affiliate of the Society for purposes of enabling eligible members of the Section to combine for their mutual benefit and to further the administration of physician practices in the State.  The Section shall have the authority to establish committees to study matters of concern to the members of the Section and to make recommendations to the Society on matters related to the administration of physician practices.

Section 2.  Any individual who serves as the senior administrative officer of a physician practice group and who meets the eligibility requirements as established from time to time by the Board of Directors shall be eligible to apply for membership in the Section.  All applications for membership in the Section shall be subject to approval by the Board of Directors which may grant or deny such application in its discretion.  Members of the Section shall not be deemed members of the Society and shall have none of the rights or privileges of membership in the Society.  Members of the Section shall, however, be entitled to serve on committees appointed by the Section or by the Society and to exercise voting rights as a committee member.  Dues for members of the Society shall be as established from time to time by the Board of Directors.

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