SOCIETY FOR ACADEMIC SPECIALISTS IN GENERAL OBSTETRICS
ARTICLE I – Offices
The principal office of the Society shall be located in the Commonwealth of Virginia. The precise location of the principal office shall be determined by the Board of Directors. The Society may have such other offices, within or outside the Commonwealth of Virginia, as the Board of Directors determines.
The Society shall have and continuously maintain in the Commonwealth of Virginia a registered office, and a registered agent whose office is identical with such registered office as required by the laws of the Commonwealth of Virginia.
ARTICLE II – MEMBERS
Section 1. Type of Membership.
The Society shall have membership categories as deemed necessary by the Board of Directors. Classes of membership may be added or changed at the discretion of the Board. No Member shall hold more than one class of membership in the Society. No person shall be refused membership by reason of gender, race, religion, sexual orientation, or political affiliation. Membership may be denied, however, based on activities detrimental to the reputation or interest of the Society or behavior, which casts discredit upon the profession of medicine.
a) Individual Membership.
Individual membership in the Society shall be limited to physicians who practice general obstetrics and gynecology within an academic obstetrics and gynecology structure, typically a practice or department that is engaged in undergraduate or graduate medical education, conducting independent research, or otherwise working to advance the field of general obstetrics and gynecology. Individual Members must be certified or eligible for certification by the American Board of Obstetrics and Gynecology or the American Osteopathic Board of Obstetrics and Gynecology, or hold equivalent certification in the country where they practice. Individual membership may be granted at the discretion of the Board in the case of other board certifications. Individual Members are full voting Members of the Society and are required to pay full dues annually.
Section 2. Membership Dues.
The Board of Directors shall determine the dues for Members. Dues are payable within sixty days of the date on which the invoice was presented.
Section 3. Meetings of Members.
The Board of Directors shall determine the time and place of the annual meeting and of all called meetings of Members. The President, the Board of Directors, or not less than 25% of the Voting Members may call special meetings of the members. The President shall present a report of the activities of the Board and the Society at the Society’s annual meeting.
Section 4. Notice.
Members shall be notified of the time and place of all regularly scheduled meetings by means determined by the Board at least 30 days prior to such meetings.
Section 5. Quorum and Voting.
Except as otherwise provided in these Bylaws, a quorum of any regular or called meeting shall consist of at least 25% of the voting Members of the Society, and the act of the majority of the voting Members present at a meeting at which a quorum is present shall be accepted as the act of the voting Members.
Section 6. Transferability.
Membership in the Society is not transferable or assignable.
ARTICLE III – Board of Directors
Section 1. Function.
The Board of Directors is the policy making of the Society and may exercise all the powers and authority granted to the Society by law. The Board of Directors shall have charge, control, and management of the affairs and funds of the Society, and shall have the power and authority to do and perform all acts and functions not inconsistent with these Bylaws or the Articles of Incorporation. The Board of Directors may also be referred to as the Board, and all references in these Bylaws to the Board shall mean the Board of Directors.
Section 2. Qualification.
Board members shall be natural persons who are eighteen years of age or older and members in good standing of the Society, but need not be citizens of the United States or residents of the Commonwealth of Virginia.
Section 3. Compensation.
The members of the Society’s Board shall not be compensated for services rendered to the Society either as board members or as members of any committee of the Board, except that a board member may be entitled to reimbursement for reasonable expenses incurred on behalf of the Society.
Section 4. Number.
The initial number of Board members shall be thirteen, and thereafter shall be set by the Board by vote from time to time, but shall not be less than nine.
Section 5. Election and Term.
The voting Members of the Society shall elect the Board members. Board members are elected to a 3-year term on the Board of Directors. The Board will seek to promote pluralism and diversity among its membership.
Section 6. Duties of Board Members.
A board member shall perform his or her duties as a board member, including his or her duties as a member of any committee on which he or she serves, in good faith, in a manner reasonably believed to be in the best interests of the Society, and with such care as an ordinarily prudent person in a similar position would use under similar circumstances.
Section 7. Presumption of Assent.
A board member who is present at a meeting of the Board at which action on any corporate matter is taken is presumed to have assented to the action unless he or she votes against it or expressly abstains from voting on it. The Secretary shall record each abstention in the minutes of the meeting.
Section 8. Vacancies.
Any vacancy occurring on the Board, including any vacancy created by an increase in the number of board members shall be filled by the Board. A board member appointed to fill a vacancy shall hold office until such board member’s successor has been appointed and qualified or until such board member’s earlier resignation, removal from office, or death.
Section 9. Resignation or Removal of Board Members.
A board member of the Society may resign at any time by tendering a resignation in writing to the Board, its presiding officer, the President, or the Secretary. The resignation shall become effective upon the date specified therein or, if no date is specified therein, upon receipt. A board member may be removed with or without cause by a majority of the voting Members of the Society. A board member may be removed only at a meeting called for the purpose of removing him or her. The meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the board member. Removal shall be without prejudice to any contract rights of the person removed. The mere election of any person as a board member of the Society does not create any contract rights.
Section 10. Quorum and Voting.
Not less than two thirds of the board members then in office constitute a quorum for the transaction of business. Except as otherwise provided in these Bylaws, the act of the majority of the board members present at a meeting at which a quorum is present is the act of the Board.
Section 11. Place of Meetings.
Meetings of the Board, whether annual, regular, or special, may be held within or outside the Commonwealth of Virginia.
Section 12. Annual and Regular Meetings.
An annual meeting and regular meetings of the Board shall be held at such time and place as shall be determined by resolution of the Executive Committee. Notice of such resolution shall be given to any board member not present during its adoption. Members of the Board shall be notified of the time and place of all regularly scheduled meetings by means determined by the Board at least 30 days prior to such meeting. The Board shall hold at least two regular meetings per year, including an annual meeting at the time of the Society’s annual meeting.
Section 13. Special Meetings.
Special meetings of the Board may be called by or at the request of the President or any three board members at such place or places as may be designated in the notice of the special meeting.
Section 14. Notice of Special Meetings.
Written notice of the time and place of special meetings of the Board shall be given to each board member by personal delivery, recognized overnight courier, facsimile transaction, electronic delivery, or first-class United States mail at least two days before the special meeting. Notice of a meeting of the Board need not be given to any board member who signs a waiver of notice before, during, or after the meeting. Attendance of a board member at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the time and place of the meeting and the manner in which it was called or convened, except when the board member attends the meeting solely to object, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened. Except as otherwise provided in these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of that meeting.
Section 15. Adjournment of Meetings.
A majority of the board members present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Notice of any adjourned meeting shall be given to the board members who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other board members.
Section 16. Method of Meeting.
Members of the Board may participate in a meeting of the board by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting. Such participation in a meeting by telephone conference shall not substitute, however, for the attendance requirements set forth in Section 17 of this Article III.
Section 17. Attendance.
Each board member must attend a minimum of one Board meeting per year. If a board member fails to meet this minimum, his or her office will become vacant for the remainder of the term. At the discretion of the Board, application of this rule may be waived due to extenuating circumstances.
Section 18. Action Without a Meeting.
Any action required to be taken at a meeting of the board members, or any action that may be taken at a meeting of the board members or any committee, may be taken without a meeting if a written consent, setting forth the action to be taken and signed by each board member or committee member, is filed in the minutes of the proceedings of the Board or the committee. All board members need not sign the same document and facsimile or electronically-transmitted signatures shall be deemed originals.
ARTICLE IV – Officers
Section 1. Officers.
The officers of the Society shall include a President, a President-Elect, a Secretary, a Treasurer, and an immediate Past President who shall, except for the immediate Past President be elected by the Members. The Board may also from time to time elect or appoint other officers, assistant officers, and agents who shall have such authority and perform such duties as the Board may prescribe. The officers shall be elected from a slate of nominees proposed by the Nominating Committee and approved by the Board. Following approval by the Board, the nominees shall be submitted to the voting Members of the Society at least 60 days prior to the Society’s annual meeting. Officers shall serve two-year terms. The terms of office shall expire at the annual meeting held two years after that at which the officer was elected or at such time as his or her successor is appointed and qualified or until his or her earlier death, resignation, or removal from office. One person may hold any two or more offices. The Board may by action or inaction fail to elect to appoint any officer, which shall not affect the existence of the Society.
Section 2. President.
The President is the Chief Executive Officer of the Society. Subject to the directions of the Board, he or she shall be responsible for the general and active management of the business and affairs of the Society, may sign bonds, deeds, and contracts for the Society, shall preside at all meetings of the Society, and shall serve as chairperson of the Board. In consultation with the Board, the President shall appoint the members of all ad hoc and special committees except the Nominating Committee, and shall designate the chairperson of each committee from among members of the committee, unless otherwise provided in the Bylaws. Subject to the consent of the Board, the President may create, combine, or discontinue all appointed committees. The President also shall be an ex officio member of all committees and designate all of the Society’s official delegates and representatives to other major organizations.
Section 3. President-Elect.
In the absence or incapacity of the President, the President-Elect shall assume all the duties of the President. The President-Elect shall be elected for a two-year term before he or she becomes the President, and shall automatically become the President at the end of his or her two-year term.
Section 4. Past President.
The Past President will be a member of the Board and of the Executive Committee. He or she will continue any Presidential initiatives begun during his or her term. He or she shall be the chair of the Nominating Committee. The sitting President will automatically become the Past President at the end of his or her two-year term.
Section 5. Secretary.
The Secretary shall (a) keep the minutes of the proceedings of the Board; (b) report unfinished business at previous meetings requiring action; (c) see that all notices are duly given according to the relevant provisions of these Bylaws or as required by law; (d) in general, perform all duties incident to the office of Secretary and such other duties as the President or the Board may from time to time prescribe. In the absence or incapacity of both the President and the President-Elect, the Secretary shall discharge the functions of the President until the President’s term has been completed.
Section 6. Treasurer.
The Treasurer shall (a) be responsible for all funds and securities of the Society; (b) present to the Board a proposed budget for the ensuing year, which shall be ratified by the Board, and which the Treasurer shall not exceed without the consent of the majority of the members of the Board; (c) make a complete financial report at the annual meeting of the Society; (d) in general, perform all the duties incident to the office of Treasurer and such other duties as the President or the Board may from time to time prescribe. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such sureties as the Board may require.
Section 7. Vacancies.
Any vacancy in any office because of death, resignation, or removal shall be filled by appointment of the Board for the unexpired term of such office.
Section 8. Resignation or Removal of Officers.
An officer of the Society may resign at any time by tendering a resignation in writing to the Society. The resignation shall become effective upon the date specified therein, or if no date is specified therein, upon receipt by the Society. Any officer or agent elected or appointed by the Board may be removed at any time with or without cause by a majority vote of the Board. Removal shall be without prejudice to any contract rights of the person removed. The mere appointment of any person as an officer, agent, or employee of the Society does not create any contract rights.
Section 9. Compensation.
No officer of the Society shall receive any salary, wages, or other compensation for their services rendered as officers, except that officers may be entitled to reimbursement for any reasonable expenses incurred on behalf of the Society.
ARTICLE V – Committees
Section 1. Committees.
The Society shall have a Nominating Committee and an Executive Committee. The Board, by resolution adopted by a majority of the full Board may also designate one or more other committees, as deemed necessary, consisting of one or more board members and/or Members of the Society. Any committee shall have and may exercise all the authority of the Board but only to the extent provided in the resolution and allowed by the Virginia Nonstock Corporation Act, the Articles of Incorporation, and these Bylaws. The designation of any such committee and the delegation of authority thereto shall not relieve the Board or any individual board member of any responsibility imposed upon it or him or her by law.
Section 2. Executive Committee
The Executive Committee shall be composed of the President, President-Elect, Past President, Secretary, Treasurer, and one At-large Board member appointed by the President. The Executive Committee is responsible for addressing time sensitive issues and bringing recommendations to the Board. The Executive Committee may act on behalf of the board when the full Board of Directors is not available. The Executive Committee shall hold regular meetings in order to manage the business of the Society. These meetings shall comply with the guidelines for meetings set forth in Article V, Section 4. The Executive Committee will establish policies and procedures governing the daily management of the Society.” which is indicated in Article VI below.
Section 3. Nominating Committee.
The chairperson of the Nominating Committee shall be the immediate Past President. The President-Elect shall appoint the members of the committee, subject to the approval of the Board. The committee will consist of Individual Members with broad geographical representation. Members of the committee should be active participants in the Society’s programs and activities. The Nominating Committee shall seek appropriate candidates and submit a slate of at least one nominee for each vacant or elective office when necessary to the Secretary by January 1, of each election year. This slate shall be distributed to the membership for a vote. Members of the committee will serve two-year terms and may be reappointed.
Section 4. Meetings.
Meetings of any of the Society’s committees may be held within or outside the Commonwealth of Virginia and may be held by means of telephone conference in which all of the participants may hear one another. A majority of any such committee may fix the time and place of its meetings. Each committee shall have an agenda, shall keep minutes of its meetings and other appropriate records of its actions, and shall submit those minutes and other records to the Board.
Section 5. Quorum.
A majority of the then serving members of any committee shall constitute a quorum. Any action of the majority of those present at a meeting at which a quorum is present shall be the act of the committee, except when a committee has only one member, when any action taken by such member shall be deemed the act of the committee.
Section 6. Other Committees.
The Board shall have the right to establish other special committees for such special tasks as circumstances warrant. The purposes and composition of such special committees shall be provided by a resolution duly adopted by the Board. Chairpersons of such committees may be appointed by the President, subject to approval by the Board. The members of such a special committee need not be members of the Board or of the Society. In the event of the establishment of a special committee, the special committee shall limit its activities to the accomplishment of the task for which it is appointed and shall have no power to act except as specifically conferred by action of the Board. Upon completion of the task for which appointed, such special committee shall stand discharged.
ARTICLE VI – Executive Director and Other Employees
The Board may employ an Executive Director to help carry out the Society’s objectives. If an Executive Director is employed, he or she shall be responsible to the Board for the daily management of the Society in accordance with the policies and procedures established by the Executive Committee. The Executive Director shall be responsible for the hiring, tenure, and salaries of all other employees of the Society subject to the policies and procedures established by the Board or by the President. The Executive Director shall be responsible for the timely presentation to the Board of an annual program plan and for the development of a proposed budget in accordance with parameters established by the Board or any committee thereof. The Executive Director shall report at each meeting of the Board on developments within the Society and related matters. The Board shall determine the salary, tenure, and other terms under which any Executive Director will serve.
ARTICLE VII – Indemnification
To the maximum extent permitted by law, every person who acts or has acted as a board member, committee member or officer of the Society shall be indemnified by the Society for any judgment or award obtained against him or her and for all expenses and costs actually and necessarily incurred by such person, including reasonable attorney’s fees, in connection with the defense of any claim, action, suit or proceeding in which such person is made a party by reason of his or her being or having been a board member, committee member or officer of the Society . In the event of any such claim, action, suit or proceeding is instituted against a board member, committee member or officer of the Society, the Society shall have the right to enter into a settlement or compromise in regard thereto as may be deemed advisable by the Board. The right of indemnification provided herein shall be in addition to any rights which a board member, committee member or officer may be entitled to by contract or as a matter of law, including, without limitation, indemnification rights provided by Sections 13.1-875 through 13.1-883 of the Virginia Nonstock Corporation Act. The Board shall be authorized to provide for such indemnity through appropriate policies of insurance.
ARTICLE VIII – Financial Administration
Section 1. Fiscal Year.
The fiscal year of the Society shall be January 1 – December 31, but may be changed by resolution of the Board.
Section 2. Records Required.
The Society shall keep correct and complete books and records of account and minutes of the proceedings of the Board and committees of board members and shall keep at its registered office or principal office a record of its current board members, giving their names and addresses.
Section 3. Form.
The Society’s books, records, and minutes may be written or kept in any other form capable of being converted into writing within a reasonable time.
Section 4. Inspection.
Every board member shall have the right to inspect the Society’s books, records, and minutes during regular business hours and upon reasonable notice.
Section 5. Checks, Drafts, Etc.
All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer(s) or agent(s) of the Society and in such manner as shall from time to time be determined by resolution of the Board or of any committee to which such authority has been delegated by the Board.
Section 6. Deposits and Accounts.
All funds of the Society, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board or any committee to which such authority has been delegated by the Board may select, or as may be selected by such officer(s) or agent(s) of the Society to whom such power may from time to time be delegated by the Board. For the purposes of deposit and collection for that account of the Society, checks, drafts, and other orders of the Society may be endorsed, assigned, and delivered on behalf of the Society by any officer or agent of the Society Quarterly reports of deposits and other of the Society’s financial transactions shall be presented to the Board by the Treasurer.
Section 7. Annual Reports.
The President or his or her designee will prepare an annually updated written account of the Society’s programs and finances in accordance with requirements determined by the Board.
ARTICLE IX – General Provisions
Section 1. Corporate Seal.
The Board may adopt a corporate seal which has the name of the Society inscribed thereon, and such seal may be a facsimile, engraved, printed, or impression seal; provided, however, that in any event, the affixation of such seal shall not be required to authorize or validate any document entered into or adopted by the Society .
Section 2. Insurance.
The Board may acquire such kinds of insurance as it determines may be reasonably necessary to protect the Society , the assets of the Society , and the officers, board members, and employees of the Society from liability in connection with the Society’s performance of its exempt functions, including, without limitation, the procurement of general liability insurance, casualty and property damage insurance, personal injury insurance, employee workplace and employee practices insurance and director and officer liability insurance, if the Board determines the same to be in the best interest of the Society and its board members, officers, employees and consultants.
ARTICLE X – Amendments
Section 1. Amendments to Bylaws.
Except as otherwise provided, these Bylaws shall only be amended, modified, altered, or repealed, and new or additional Bylaws shall only be adopted, by (a) a 75% majority vote of the board members then in office at any regular or special meeting, provided 7 days prior notice is given of the proposed amendment or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 18 of Article III, and (b) a 75% majority vote of the voting Members of the Society during a meeting at which at least 33% of the voting Members are present. Amendments can also be approved electronically by the membership. Failure to vote will be considered an affirmative vote. The voting Members shall be notified at least 30 days in advance of such proposed amendment. Any amendment, repeal, or addition will be approved in writing and attached to these Bylaws.
Section 2. Amendments to Articles of Incorporation.
The Articles of Incorporation shall only be amended by (a) a 75% majority vote of the board members then in office at any regular or special meeting, provided 7 days prior notice is given of the proposed amendment or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 18 of Article III, and (b) a 75% majority vote of the voting Members of the Society during a meeting at which at least 33% of the voting Members are present. The voting Members shall be notified at least 30 days in advance of such proposed amendment.
ARTICLE XI – Dissolution
Upon the dissolution of the organizations, assets shall be distributed for or more exempt purposes with the meaning of section 501(c)(3) of the Internal Revenue Code.