BY-LAWS OF THE CALIFORNIA STATE HOMEOPATHIC MEDICAL SOCIETY, INC.
A CALIFORNIA CORPORATION
Chapter 1: Membership
Section 1: Qualifications for Membership
A. The society shall be the sole judge of the moral, ethical and professional qualifications requisite for admission to, or continuation as a member of the Society.
B. There are six types of membership classifications:
1. A. Active Membership in the Society is available to all licensed health professionals practicing in the United States. The applicant should also have completed an approved introductory course in homeopathy or plan to attend one in the future. The Society encourages all members to become certified through appropriate certifying bodies, e.g. ABHT, CHC, DHANP, etc.
B. Active Membership in the society is also available to non-licensed health professionals who are legally allowed to practice in California and have passed the Council for Homeopathic Certification (CHC) examination.
C. Active Membership in the Society is also available nationally or internationally to non-USA licensed health professionals who have a valid license to practice homeopathy in their country of residence and /or at least 500 hours homeopathic training [lectures, video, etc.] and 2 years clinical experience.
Active members are able to hold office and vote.
2. Affiliate Membership is available to all persons whose professional activities involve a specialized contribution to Homeopathic medicine and are currently living in the United States. Affiliate members do not hold office or vote, but receive all other membership benefits.
3. Supporting (Lay) Membership is open to all individuals interested in
furthering the advancement of homeopathic medicine. They do not hold office
or have voting privileges but receive all other membership benefits.
4. Sustaining Membership is open to all organizations, companies, and individuals who want to contribute substantially to the Society. They do not hold office or have voting privileges but receive all other membership benefits plus two complimentary tickets to one of the Society's educational conferences.
5. Retired Membership is open to active and affiliate members who no longer
actively practice their profession.
6. Student Membership is available to persons enrolled full-time in an accredited college or university program leading to qualification for active or affiliate membership.
Chapter II: Board of Directors Section
Section 1: Organization of the Board of Directors
The Board of Directors of the Society shall consist of the President, The Vice-President, the Secretary who shall be Ex-Officio Directors, and five (5) members [at least two must be either Medical Doctors or Doctors of Osteopathy] elected by the membership at the Annual Meeting of the Society. All the Board of Directors will receive no monetary compensation for their voluntary service.
Section 2: Meetings of the Board of Directors
A regular meeting of the Board of Directors shall be held, unless the Chairperson shall otherwise direct, at the time and place that the Chairperson shall specify. Special meetings of the Board of Directors shall be held on call of the Secretary, made at the request of the Chairperson or of any three of the members of the Board of Trustees, or in this instance, the Directors. Reasonable notice of all meetings of the Board of Directors are to be given by the Secretary.
Section 3: Quorum of the Board of Directors.
Three (3) Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 4: Powers and Duties of the Board of Directors.
The Board of Directors shall be the Executive Body of the Society. It shall transact all business of the Society not herein reserved to the Society. The Society may, by a majority vote of the members present, at any meetings call for a report from the Board of Directors, or from any standing committee on any matter of business then before the Board of Directors. It may remove any such matter of business from the consideration of the Board of Directors, and/or may refer to the Board of Directors or any other standing committee, with or without instructions, and matter of business or otherwise for investigation, report, and/or action. The Board of Directors may refer to the Society any matter of business or otherwise then before it for discussion, instruction and/or action by the Society, and such referred matters of business or otherwise shall be a special order of business at the Society meeting at which they are presented.
Section 5: Minutes of the Board of Directors Meeting
The Board of Directors shall cause its Secretary to keep minutes of all its meetings, which shall be read at the regular meeting of the Society next following such meetings of the Board of Directors.
Section 6: President, Vice-President, and Secretary as Ex Officio Members of the Board of Directors.
The President, Vice-President and the Secretary shall have the right to vote at any meeting of the Board of Directors by virtue of their office.
Section 7: Vacancies
A: Vacancies in the Board of Directors and/or officers may be filled by a majority vote of the remaining Directors and each Director or officers so elected shall hold office until his successor is elected, at an annual or special meeting of the Society.
B: A vacancy or vacancies in the Board of Directors or Officers shall be deemed to exist in the case of the death, resignation or removal of any Director and/or Officer or by the authorized number of Directors being increased or by the Society failing at any annual meeting or special meeting, of members at which any Director or Directors are elected to elect the full authorized number of Directors to be voted for at that meeting.
C: Members may elect a Director or Directors or Officers at any time at a called meeting to fill any vacancy or vacancies not filled by the Directors. If the Board of Directors shall accept the resignation of a Director, tendered to take effect at a future time, the Board or the members at a called meeting, shall have the power to elect a successor, to take office when the resignation is to become effective.
D: No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term.
Chapter III: Principal Office
Section 1: Location of Principal Office
The principal office for the transaction of the business of the Society is hereby fixed and located in the City and County of San Francisco, State of California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in said State.
Chapter IV: Meetings
Section 1: Place of Meetings
All annual meetings of the Society shall be held at any place within or without the State of California which may be designated, either by the Board of Directors, pursuant to authority hereinafter granted to said Board, or by the members at its annual meeting, by a majority of the members entitled to vote thereat.
Section 2: Annual Meetings
Annual meetings of the Society shall be held at a time and place fixed by the Board of Directors.
Section 3: Notice of Annual Meetings
Notice of the annual meeting of the Society shall be by mail to the last address appearing on the records of the Society at least thirty (30) days prior to such annual meeting.
Section 4: Special Meetings
Special meetings of the Society for the purpose or purposes whosoever may be called at any time by the President or any four Directors.
Section 5: Notice of Special Meetings
Notice of special meetings of this Society shall be given by mailing to the last address of said member at least ten (10) days before the time fixed for such meeting. A written, printed or typewritten notice of such meeting, notice of any special meeting shall specify, in addition to the place, day and hour of such meeting, the general nature of the business to be transacted. Actual attendance at any meeting by any member shall constitute as to such members a complete waiver of notice thereof.
Section 6: Quorum
The presence in person of nine of the active members entitled to vote at any meeting shall constitute a quorum for the transaction of business. Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 7: Adjourned Meetings
At any adjourned annual meeting, any business may be transacted which might have been transacted at the Annual meeting and with the same effect. Whenever a special meeting is adjourned, any business which might have been transacted at the special meeting may be transacted at the adjourned special meeting, and with the same effect, and it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted, thereat, despite the fact that the meeting may be adjourned for more than thirty (30) days.
Chapter V: Officers
Section 1: Elected Officers
The officers of this Society shall consist of a President, Vice-President, Secretary-Treasurer [at least two must be either Medical Doctors or Doctors of Osteopathy] and three (3) Directors. The Secretary may also hold the office of Treasurer.
Section 2: General Powers
Officers of the Society shall have the powers and perform the duties herein : by the Board of Directors and/or by the Society directed. They shall be directly responsible to the Board of Directors for the satisfactory manner and performance of the duties of their offices . Section 3: Election
The officers of the Society, except such officers as may be appointed in accordance with the provisions of the by-laws employed by the Directors shall be chosen annually by the members except the President, who shall be succeeded by the Vice President without vote of the members, and each shall hold his office until he shall resign or shall be removed, or otherwise disqualified to serve, or his successor shall be elected and qualified.
Section 4: Subordinate Officers
The Board of Directors may appoint such other officers as the business of the Society may require each of whom shall hold office for such period, have authority and perform such duties as are provided in the by-laws or as the Board of Directors may from time to time determine.
Section 5: Removal and Resignation
A: Any officer may be removed with cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board of Directors, or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.
B: Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Society. Such resignation shall take effect the date of the receipt of such notice, or at any time specified later therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6: Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled in the manner prescribed in the by-laws for regular appointments to such office.
Section 7: President
The President shall be the Chief Executive Officer of the Society and shall be subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the Society. The President shall preside at all meetings of the Society and at all meetings of the Board of Directors. The President shall be ex-officio a member of all committees and the Board of Directors, and shall have general powers and duties of management usually vested in the office of the President of a society, and shall have other powers and duties as may be prescribed by the Board of Directors or by the by-laws.
Section 8: Vice President
The Vice President shall as provided by these by-laws, act for and instead of the President in the absence, disability, removal and/or the death of the President, then having all the powers of the President. The Vice President shall succeed the President as a matter of course and without vote of the members.
Section 9: Secretary
A: The Secretary shall keep or cause to be kept a book of minutes at the principal office or such other place as the Board of Directors may require, of all meetings of Directors and the Society, with the time and place of holding, whether regular or special, and if special, how authorized, notice thereof given, the names of members of those present at the annual meeting and the proceedings thereof.B: The Secretary shall give or cause to be given notice of all meetings of the Society and of the Board of Directors required by the by-laws or by law to be given, and he shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the by-laws: The Secretary may also act as Treasurer.
Section 10: Treasurer
The Treasurer shall keep and receive all the funds of the Society, and shall disburse the same only upon the order of the proper officers of the Society: The Treasurer may also act as the Secretary.
Chapter VI: Reports and Contracts
Section 1: Annual Report
The annual report required by the provisions of the Corporation Code of California is hereby dispensed with.
Section 2: Executions of Contracts
The Board of Directors or the by-laws of this Society may authorize any officer or officers, agent or agents to enter into any contract or execute any instrument in the name of and on behalf of the Society, and such authority may be general or confined to special instances: and unless so authorized by the Board of Directors or by these by-laws no officer agent or employee shall have any power of authority to bind the Society by any contract or engagement, or to pledge its credit or to render it liable for any purpose or in any amount.
Section 3: Directors Deals with the Society
In case the Society enters into contracts or transacts business with one or more of its Directors or Officers, with any firm of which one or more of its Directors or Officers are members or with any corporation or association of which one or more of its Directors are stockholders or members, Directors or Officers, such contract or transaction shall not be invalidated or in any way affected by the fact that such Director or Directors or Officer or Officers have or may have interest therein which are or might be adverse to the interests of the Society, even though the vote of the Director or Directors having such adverse interest shall have been necessary to obligate the Society upon such contract or transaction, and even though the fact of such interest was not disclosed to other Directors acting upon or in reference to such contract or transaction. No Director or Directors having such adverse interest shall be liable to the Society or to any creditor or member thereof or to any other person for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such Director or Directors be accountable for any gains or profits realized thereon.
Chapter VII: Amendment of By-Laws
Section 1: Power of Members
New by-laws may be adopted or these by-laws may be amended or repealed by the vote of Members entitled to exercise a majority of the voting power of this association, or by written consent of such members.
Section 2: Power of Directors
Subject to the right of members, as provided in Section 1 of this Chapter, to adopt, amend or repeal by-laws other than a by-law or amendment thereof changing the authorized number of Directors, may be adopted, amended or repealed by the Board of Directors.
Chapter VIII: Corporate Seal and Committees
Section 1: The seal of the Society shall be shown on the title page of the By-Laws.
Section 2: Standing Committees
The standing committees of the Society shall consist of an Executive Committee, a Committee on Membership, a Committee on Professional and Public Relations and as many other committees or bureaus as may in the judgment of the President be necessary to carry on the business or purpose of the Society. All committees shall be appointed by the President for one year, except the Executive Committee, the appointment and term of service is as provided for in these by-laws.
Section 3: Executive Committee
The Executive Committee shall consist of seven (7) members appointed by the President, with the approval of the Vice President, for a term of two years, provided however that the appointment of the Executive Committee immediately after the incorporation of the Society, four of its members shall be appointed for one year and thereafter all of its members shall be appointed for two years, and shall be under the supervision of the President, Vice President, and the Board of Directors, and shall act as an adjunct to the Board of Directors, advise as to place of annual meeting and upon the request of the Board of Directors, arrange for such annual meeting, and to act on and carry out any miscellaneous requests of the President or the Board of Directors in the aid of the duties of the Board of Directors and other Officers of the Society.
Section 4: Meetings of Committees
Each committee shall meet on call of its chairman at the time and place that he shall direct.
Section 5: Correspondence and Records
The Chairman of each committee shall act ex-officio as secretary thereof, shall keep minutes of meetings of his committee, shall handle committee correspondence and shall maintain a file of all papers and documents relating to the activities of his committee. He shall turn over his active records and files to his successor when his term ends, and shall from time to time, deposit his inactive records with the Secretary of the Society.
Section 6: Reporting and Responsibilities of Committees
A: All sub committees, standing or special shall report directly to the chairman of the standing committee under whose cognizance they are appointed, and shall be directly responsible to the appropriate standing committee for the satisfactory performance of their duties.
B: All standing committees shall report directly to the Executive Committee or the Board of Directors as the Chairman of the Board of Directors may direct and shall be directly responsible to the Board of Directors for the satisfactory performance of their duties.
Section 7: Standing Committees, Powers and Duties
A: The Executive Committee shall, under supervision of the Board of Directors, have the following powers and duties: It shall set the time and place for all meetings of the Society and shall arrange for and provide places of meeting. It shall determine the order of business at all Society meetings within the limits imposed in Chapter IX of these by-laws. It shall cause an annual audit of the financial records of all Society Officers and all employees of the Society to be made, and shall report thereon to the Board of Directors at the regular Board of Directors meeting. It shall exercise general supervision over the work of all Officers and all committees and shall report thereon from time to time to the Board of Directors. It shall be in direct charge of any and all employees of the Society. It shall prepare, for approval by the Board of Directors, the annual report of the Board of Directors. It shall have the other powers and perform whatever other duties the Board of Directors or the Society may direct.
B: The Committee on Membership shall consist of the President and the chairperson of the Board of Directors who shall be ex officio members with power to vote and three (3) members appointed by the President, under supervision of the Executive Committee and the Board of Directors, have the following powers and duties: It shall investigate all applications for membership and shall report thereon to the Board of Directors as prescribed in Chapter I of these by-laws. It shall conduct the indoctrination course which is required for applicants for membership and shall certify on the application form the date when the applicant has completed the course. It shall endeavor to increase the membership of the Society by soliciting the applications of physicians whom it deems eligible. It shall maintain complete biographical records of all members of the Society. It shall have whatever other powers and perform whatever other duties the Executive Committee or the Board of Directors may direct.
C: The Committee on Professional and Public Relations shall consist of
the President, chairperson of the Board of Directors and five (5) members
appointed by the President and shall be under supervision of the Executive
Committee and the Board of Directors, have the following powers and duties:
It shall observe the professional and ethical standards and practices of
members of this Society and support and promote every effort to maintain
them on a high plane, and shall supervise the relationship between the
Society and the general public. It shall investigate and endeavor to conciliate
any dispute between members of the Society and shall attempt to secure
the consent of all parties`s to such a dispute to arbitration of such dispute.
It shall receive and investigate all complaints written or oral lay or
professional, against any members of this society accused of an act or
omission subject to discipline according to these by-laws, and shall prefer
formal charges on its own motion of any such act or omission when it deems
such act justified: all its acts and proceedings taken while it performs
the above duties up to the point of formal preferment of charges against
a member, shall be secret and confidential. It shall recommend to the Board
of Directors whatever amendments to the principles of professional conduct
of this Society it shall deem advisable. It shall have whatever other powers
and perform whatever other duties the Executive Committee of the Board
of Directors may direct.
Section 8: Mission Statement for Continuing Medical Education (CME)
The goals of the California State Homeopathic Medical Society CME program are to provide Category 1 educational activities and services consistent with established accreditation standards which will update physicians scientific knowledge, clinical skills, practice efficiency and understanding of medical leadership. The scope of the CME effort shall extend to members of the California State Homeopathic Society, physicians throughout California and surrounding states and allied health professionals. Characteristics of potential participants shall include primary care physicians, selected medical specialties and multi-disciplinary professionals, as appropriate. The general types of activities offered shall include conferences and lectures planned to accommodate the need for varied formats, teaching methods and participant and faculty exchange. Activities will range from one or two-hours duration to longer symposia of one or more days in length. Teaching methodology will include didactic, interactive, demonstration of techniques, panels and enduring materials, i.e., audio and video tapes.
A: CME Committee Roles and Responsibilities:
a) Establish Mission Statement and Review Periodically.
b) Review and approve, in advance, all Category 1 CME activities and determine appropriate number of CME Category 1 hours.
c) Meet regularly--at least quarterly.
d) Keep minutes.
e) Perform annual reappraisal of the CME program policies and procedures including oversight of all Category 1 educational activities, advanced approval of Category 1 activities compliance with the California Medical Association (CMA) Standards including standards for Commercial Support and Budget.
B: CME Committee Membership
a) The CME Committee will consist of at least three people: 1) The CME Chairperson. 2) CME Coordinator. 3) Quality Assurance (QA) Coordinator.
1) The CME Chairperson has the following duties:
a) Know CMA/ACCME (Accreditation Council for continuing Medical Education) Essentials.
b) Guide Committee in establishing CSHMS CME goals.
c) Conduct Meetings.
d) establish agenda.
e) Serve as liaison to other committees and Society members.
f) Recommend physician members to the committee reflective of the Society.
g) Maintain liaison with the Quality Assurance Coordinator.
h) Maintain knowledge base of CME (reading, attending conferences, etc.).
i) Prepare for CME accreditation survey.
2) The CME coordinator has the following duties:
a) Staff the CME Committee.
b Assure minutes reflect discussions and decisions.
c) Receive and review requests to present Category 1 CME activities.
d) Assure sign-in roster is completed.
e) Assure use of logo and authorized wording.
f) Provide guidance to program planners
g) As authorized, establish and monitor budget according to CMA's accreditation standards.
h) Prepare for accreditation survey, involving CME Committee.
i) Liaison with pharmaceutical companies.
j) Involvement in, or communication with, Q A activities.
k) Work with appropriate members resources and meeting facilities.
3) The Quality Assurance Coordinator has the following duties:
a) Complete Request Form and give to CME Committee in advance of activity date.
b) Identify/document: Needs/assessments
c) Collect and Review evaluation Forms.
d) Provide follow-up report to CME Committee.
e) If commercial support is potential, complete appropriate forms.
f) Obtain faculty disclosures.
Chapter IX: Annual Meeting
Section 1: Order of Business
Calling of meeting to order
Reading of minutes of previous meeting
Filling of vacancies on the Board of Censors
Nomination of candidates for membership
Report of secretary Treasurer
Reading of minutes of Board of Directors
Report of business manager of the bulletin
Report of censors on applications for membership
Election of candidates to membership
Report of committees
Other standing committees
Those appointed at previous meeting
Reading of communication
Motions, resolutions, etc.
Election of Officers for coming year
Announcement of the results of the election
Address by President