BYLAWS

OF THE

ALLIANCE WITH THE WASHOE COUNTY MEDICAL SOCIETY

A non-profit educational and charitable organization registered in the State of Nevada

 

Revised April 8, 2022

 

ARTICLE I

Name

 

The name of this organization shall be the Alliance with the Washoe County Medical Society

here-in-after referred to as

AWCMS

 

ARTICLE II

Mission Statement

 

Alliance with the Washoe County Medical Society advances the health of the community through educational and philanthropic works, health advocacy programs, and support of the Washoe County Medical Society (WCMS).

 

ARTICLE III

Membership

 

Section 1. Active Members:

Active members shall be those current in dues and shall be:

1. A member of a physician couple at the time of membership who qualifies to be a member to be of WCMS

2. A widow/widower or divorced partner of a physician couple at the time of membership who qualified to be a member of WCMS.

   1. A widowed/widowered or divorced member who has remarried outside of the medical profession may continue to be eligible for AWCMS membership. The Board shall consider the circumstances regarding the membership status of these individuals on a case-by-case basis, and ongoing membership shall be subject to approval by the AWCMS Board.

3. Members of WCMS are eligible to be members of AWCMS.

4. Spouses/partners of physicians from adjoining counties where there are no organized medical Societies or Alliances.

 

Section 2.    Resident Physician Spouse/Partner (RPSP)/ Medical Student Spouse Partner (MSSP) Members:

1. An RPSP member shall be a spouse/partner of an intern, resident, or fellow in a postgraduate medical program approved by the American Medical Association (AMA)/American Osteopathic Association (AOA) at the time of membership.

2. An MSSP member shall be a spouse/partner of a student enrolled in a medical school located in Washoe County at the time of membership.

3. AWCMS dues shall be waived for RPSP and MSSP members.

4. RPSP and MSSP members may serve on AWCMS committees and as chairs of committees.

5. RPSP and MSSP members shall be represented on the AWCMS Board by the chair of the RPSP/MSSP Committee, or designee.

 

ARTICLE IV

Dues

 

Section 1.    AWCMS members shall pay dues to AWCMS and Alliance with the Nevada State Medical Association (ANSMA). Dues are assessed annually. American Medical Association (AMAA) dues are optional.

Section 2.    The Second Vice-president shall send membership information and a dues schedule to current and prospective members.

Section 3.     AWCMS dues are not refundable.

Section 4.    Proposed AWCMS dues changes shall be presented to the Board and approved by the General Membership.

 

ARTICLE V

Officers

 

Section 1.    Elected officers of AWCMS shall consist of President, President- Elect, First Vice-President, Second Vice-President, Recording Secretary, Treasurer. This constitutes the Executive Committee.

Section 2.    Appointed officers of AWCMS shall consist of Corresponding Secretary, Historian, and Parliamentarian.

Section 3.    The Immediate Past President may serve as a member of the Board of Directors.

Section 4.     Eligibility for Elective Office:

1. To be eligible for elective office a member must meet the criteria for active membership in AWCMS.

2. To be eligible for election, succession, or appointment as President or President-Elect, a member shall preferably have served on the Executive Committee for one (1) year.

3. To be eligible for election, succession or appointment to any of the remaining offices, a member shall preferably have served for one (1) year on the Board.

 

Section 5.     The term for officer positions shall be one year.

Section 6.    Any instance where an officer stands to serve more than two consecutive terms in the same office shall be reviewed by the Board and is subject to approval by the Board and by the General Membership.

 

ARTICLE VI

Nomination and Election of Officers

 

Section 1.     Nomination of Officers:

1. The Nominating Committee shall present a proposed slate of officers and Nominating Committee members to the Board at the February Meeting and to the March General Membership for election at the April General Membership meeting.

2. Nominations from the floor may be taken at the April General Membership Meeting.

3. No name shall be placed in nomination without the consent of the nominee.

Section 2.     Election of Officers:

1. Officers of AWCMS shall be elected at the April General Membership Meeting.

2. Election shall be by a show of hands. A ballot will be provided if the number of nominees exceeds

the number to be elected. A majority vote shall elect.

1. Duly elected officers of AWCMS shall assume the duties of their office, for the term of that

office, immediately following installation ceremonies at the Installation Meeting in May.

Section 3.     Vacancies:

1. Vacancies of elected positions, with the exception of the President, shall be filled by the Board from a slate of officers presented by the current Nominating Committee.

2. In the event that the office of President becomes vacant, the President-elect shall serve the unexpired term. The office of President-elect shall remain vacant.

3. Vacancies in appointed offices or committees shall be filled by the President with the approval of the Board.

4. In the event the Immediate Past President’s position on the Nominating committee becomes vacant, the position shall be filled by a recent Past President appointed by the President and approved by the Board.

 

ARTICLE VII

Duties of Officers

 

Section 1.     The duties of Officers of AWCMS shall be as follows:

1. The President shall:

   1. Preside at all meetings of the Executive Committee, Board, and General Membership of AWCMS.

   2. Be a signatory of all AWCMS accounts; approve disbursements in case of emergency.

   3. Appoint the Corresponding Secretary, Historian, Parliamentarian and Chairmen of Standing Committees with input from the Executive Committee.

   4. Appoint special committees as necessary, subject to the approval of the Executive Committee.

   5. Be an ex-officio member of all standing committees, except the Nominating Committee with the right to vote unless otherwise indicated.

2. The President-Elect shall:

   1. Serve as an active assistant to the President and be prepared to assume the President’s duties in the absence of the President or to fill the term of that office should it become vacant.

   2. Serve on the Finance Committee.

   3. Be a signatory on all AWCMS accounts.

   4. Serve on the Bylaws Committee.

   5. Become acquainted with the offices and responsibilities of AWCMS.

   6. Assist the President in planning the annual May Installation Meeting.

   7. May serve as a member of the Strategic Planning Committee.

3. The First Vice-President shall:

   1. Prepare and publish the Directory of AWCMS members.

   2. Serve on the Membership Committee.

4. The Second Vice-President shall:

   1. Serve as Membership Committee Chair.

   2. Coordinate mass mailings for dues collection.

   3. Be responsible for identifying and welcoming new physicians’ spouses in Washoe County.

   4. Assist the First Vice-President with the Directory.

   5. Send a copy of AWCMS membership to ANSMA prior to their Annual Meeting.

5. The Recording Secretary shall:

   1. Record the proceedings of all meetings of the Executive Committee, Board and General Membership.

   2. Promptly send a copy of the minutes of Executive

 

Committee and Board meetings to the President and the President-elect.

1. Promptly send a copy of the minutes of each General Membership Meeting to the President, President-elect, and The Med Flyer Editor.

2. Keep permanent files of all minutes at the AWCMS office.

1. The Treasurer shall:

   1. Serve as Finance Committee Chair.

   2. Be a signatory on all AWCMS accounts.

   3. Be custodian of the monies of AWCMS. All monies shall be deposited in a federally insured facility approved by the Board of AWCMS.

   4. Send ANSMA dues to the ANSMA Treasurer and AMAA dues to the AMAA Treasurer per a dues submission schedule that has been arranged between the relevant parties.

   5. Keep an itemized account of all receipts and disbursements.

   6. Present a monthly statement of account at the scheduled Board meetings.

   7. Presents proposed budget(s) for Board and Membership approval.

   8. Review the books with the Finance Committee to prepare them for accounting by a Board approved CPA.

   9. Submit the records to a Board approved CPA at the end of the fiscal year (June 1st through May 31st) before they are presented to the incoming treasurer.

   10. Disburse unbudgeted monies on approval of the Board.

   11. Review accounts and procedures with the newly elected Treasurer following the annual accounting.

   12. Keep permanent files of all financial documents at the AWCMS office.

2. The Immediate Past President may:

   1. Serve as a member of the Bylaws Committee.

   2. Serve as a member of the Nominating Committee.

   3. Serve as a member of the Board of Directors.

3. The Corresponding Secretary shall:

   1. Conduct such correspondence as the President may direct.

   2. Be a member of the Board of Directors.

4. The Historian shall:

   1. Record the activities of AWCMS for the current year.

   2. Be responsible for the filing and safe keeping of the historical records.

   3. Be a member of the Board of Directors.

5. The Parliamentarian:

   1. Shall attend all meetings of the Executive Committee, Board and General Membership.

   2. Shall advise the President, Officers, and Committee Chairmen on Parliamentary Procedure.

   3. The Parliamentarian serves as an ex officio non-voting member of the Executive Committee, the Board of Directors, and the Bylaws Committee.

 

ARTICLE VIII

Board of Directors

 

Section 1.     Composition of the Board of Directors:

The Board shall consist of the elected and appointed Officers of AWCMS, the chairmen of standing committees, and the chairman of any duly appointed special committee.

Section 2.     The Board shall:

1. Have the power to transact the general business of AWCMS.

2. Report all business transacted to the next General Membership meeting.

3. Review all expenditures, the general budget and the CAF Budget for recommendation to the Membership.

4. Fill vacancies in all elective offices, excepting that of the President.

5. Meet monthly during the fiscal year as needed.

Section 3. Quorum: A quorum shall consist of 9 members of the Board. Each Standing and duly appointed Special Committee Chairs shall have one vote on Board affairs.

Section 4.    Term: The term of Board of Directors and standing committee chairs shall be one year.

Section 5.    Removal/Resignation. Resignation of a member of the Board of Directors must be made in writing to the Board President. Directors may be removed from the Board of Directors upon failure to attend three consecutive Board of Directors meetings without sufficient cause and prior notification, but may be reinstated upon request

to continue, by a majority vote the remaining Board of Directors. Directors who fail to serve in a manner consistent with these Bylaws and Federal and State regulations may be removed. A 75% vote of the remaining directors is necessary for removal if sufficient cause exists for such removal.

ARTICLE IX

Executive Committee (Chaired by the President)

 

Section 1.    The Executive Committee shall consist of the current elected officers and the Parliamentarian.

Section 2.     The Executive Committee shall:

1. Meet to transact business that might arise between regular scheduled meetings of the Board and General Membership and report at the next Board meeting.

2. Approve appointments as designated in these Bylaws.

Section 3.     Any member of the Executive Committee who fails to attend three (3) called or regular Board or General Membership meetings, will be subject to removal from the office on approval of the Board. Any such vacancy shall be filled as set forth in these Bylaws.

Section 4.    Quorum: Four (4) officers of the Executive Committee, excepting the Parliamentarian, shall constitute a quorum of the Executive committee. Each officer is entitled to one vote.

 

ARTICLE X

Finance Committee (Chaired by the Treasurer)

 

Section 1.    The Finance Committee shall be the Treasurer, the President, President-elect, and an appointed member at large.

Section 2.    The Committee shall prepare the annual budget to be approved by Board and General Membership.

Section 3.    The Committee shall review and assist with preparation of the annual IRS Tax Return.

Section 4.    The Committee shall review the professional accounting before submitting the books to the incoming Treasurer.

 

ARTICLE XI

Standing Committees (Chairs appointed by President unless noted below)

 

Section 1.     Standing Committees shall be:

1. Alliance Circle Committee

2. Bylaws Committee

3. Community Action Projects & Planning (CAPP)

4. Endowment Fund Committee

5. Legislation Committee

6. Mailing Committee

7. Membership Committee, chaired by the Second Vice-President

8. MedFlyer Committee

9. Nominating Committee, chaired by a second-year committee member

10. Past Presidents’ Committee, chaired by a Past President

11. Program Committee

12. Public Relations and Communications Committee

13. Resident Physicians’ Spouses/Medical Students’ Spouses Committee

14. Special Committees as needed

15. Strategic Planning Committee

The duties of the Committees are set forth in the Standing Rules. Other committees may be added when recommended by NSMAA, AMAA, or as recommended by an officer of AWCMS and approved by the Board.

 

Section 2.     Annual Report:

A written report shall be presented to the President by each committee chairman by the April Board meeting.

Section 3.     Duties of Standing Committees:

Duties of each standing committee are set forth in the Standing Rules. A copy of the Bylaws and of the Standing Rules shall be given to each committee chair at the beginning of the term of office.

 

ARTICLE XII

AWCMS Meetings

 

Section 1.    Eight (8) Regular meetings of AWCMS may be held September through May at a pre-designated date and place. Exception may be made by the Executive Committee for NSMAA or other specially scheduled meetings.

Section 2.     The May meeting shall be designated as the Installation Meeting.

Installation of officers and recognition of newly appointed committee chairmen shall take place at this meeting.

Section 3.    Membership meetings may be called by the President, Executive Committee or the Board, or at the request of twenty (20) members of AWCMS. Notice of any special meeting must be given to the entire membership.

Section 4.    All meetings of AWCMS shall be conducted according to the regular order of business and parliamentary procedure that directs the conduct of such meetings.

Section 5.    Membership Quorum: Twenty (20) members of AWCMS, present, shall constitute a quorum.

 

ARTICLE XIII

Policy

 

Section 1.    The Board of Directors of AWCMS shall work in conjunction with the WCMS on collaborative projects and mission goals.

Section 2.    AWCMS may affiliate with other organizations as approved by the AWCMS Board and the Board of Directors of WCMS.

Section 3.  No commercial interest nor any candidate for public office shall be endorsed by AWCMS, including AWCMS members running for office. Neither the name of any officer or chairman acting in

their official capacity for AWCMS shall be used in connection with commercial concerns or political interests. AWCMS may endorse or oppose pending legislation or assume a stand on matters of public policy on approval of the Boards of AWCMS and WCMS.

Section 4.    The Directory of AWCMS members is a private listing available only to its members. Copies may be purchased by AWCMS members from the AWCMS Treasurer for personal use only. The Directory cannot be sold, or given to any other person, facility or organization, for any use, personal or otherwise.

Section 5.    The private information of an AWCMS member is not to be given to anyone without the explicit permission of that member.

Section 6.    A director or officer of AWCMS shall not be personally liable to this corporation or its members for damages, for breach of fiduciary duty as a director or officer, but this provision shall not eliminate or

limit the liability of the directors or officers for any acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or payment of dividends in violation of NRS 78.3000.

Section 7.    Disbanding of the AWCMS Charter: In the event of dissolution of AWCMS, registered in Nevada since 1947 as a non-profit, educational, charitable, volunteer membership organization, such funds and property remaining after all obligations have been paid or satisfied shall be distributed to one or more qualifying non-profit, tax exempt, charitable organizations within Washoe County as approved by the previous Board of Directors.

Section 8.    Conflict of Interest: Officers and Directors shall exercise their powers in good faith and with a view to the interest of the organization. All officers, Directors and members will diligently avoid any conflict between their own individual, professional, and business interests and the interests of AWCMS. Members who perceive a conflict of interest shall say so before discussion of the issue in question and abstain from voting on the issue. A member is considered to have a conflict of interest when s/he has an interest or relationship that might inhibit objective decisions.

 

ARTICLE XIV

Parliamentarian Authority

 

The rules of Parliamentary Procedure as set forth in the newly revised edition of Robert’s Rules of Order shall govern all proceedings of AWCMS where they are not inconsistent with these Bylaws or special rules which may have been adopted.

 

ARTICLE XV

Amendments

 

Section 1.    These Bylaws may be amended at any regular meeting of AWCMS by a two-thirds vote of members present and voting. Proposed amendments should have been previously presented to the Board of Directors and the members notified in writing at least two (2) weeks prior to the voting meeting.

Section 2.    Standing Rules may be amended after review by the Bylaws Committee and approved by the Board.

 

 

REVISED AND UPDATED

BY THE 2021-2022 BYLAWS COMMITTEE AMENDMENTS APPROVED BY THE BOARD OF DIRECTORS,

JANUARY 25, 2022

APPROVED BY THE GENERAL MEMBERSHIP, APRIL 8, 2022

 

2021-2022 Bylaws Committee:

Mary Conklin

Carol Coppola

Laura Pinto

Linette Shepherd

Joyce Sundstrom

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