About HCMA

• The name of this corporation is The Hartford County Medical Association, Incorporated, hereinafter referred to as “The Association”.

• The Association shall be governed by The American Medical Association’s Principles of Medical Ethics (appended) and these Bylaws.

• These Bylaws are subject to the provisions of the Certificate of Incorporation of The Association and to the requirements of the Connecticut Revised Nonstock Corporation Act (the “Act”). Provisions of the Bylaws that are inconsistent with the Certificate of Incorporation or otherwise inconsistent with the Act shall be invalid.

The mission of HCMA is to promote and represent high quality medical care for the people of Hartford County through its Members.

• To cultivate and advance education in the art and practice of medicine; to endorse and support the highest standards of professional integrity, honor, and courtesy within the medical profession.

• To work with the community and its representatives for the improvement of health for all people within The Hartford County; and to be involved in the development of sound healthcare policy.

• To promote the study of medicine and medical research.

• To disseminate medical information to the community, both directly and indirectly through its Members.

• To encourage and provide continuing medical education for physicians and other healthcare providers.

• To join with other organizations in pursuit of its objectives; subject to limitations set forth in the Certificate of Incorporation of The Association and the Connecticut Revised Nonstock Corporation Act.

Section 1.01 Not for profit Organization
The Association is organized and maintained to take and hold by bequest, devise, gift, grant, purchase,
lease or otherwise, either absolutely or jointly with any other person or persons or corporation for any of
the purposes hereinafter set forth, any property real, personal or mixed, or any undivided interest without
limitations as to amount or value, to convey, sell or otherwise dispose of such property, and to invest, re–
invest, and deal with the same in such manner as in the judgment of The Directors will best promote the
purposes of The Association, subject to such limitations, if any, as are or may be prescribed by statute, but
without and free from restrictions applicable to trustees or trust funds.

Section 1.02 The Association is not organized or maintained for the pecuniary profit of its
Members or employees. Members, officers, and employees are not entitled to receive any
pecuniary profit from the operation of The Association, except for reasonable compensation for
services rendered.

Section 2.01  HCMA Members must also be Members of The Connecticut State Medical Society except to allow current county only Members to maintain that designation.

Section 2.02  Active Members

 (a)     Any person holding the degree of Doctor of Medicine or Doctor of Osteopathy, or its equivalent, who is licensed to practice medicine and surgery in the State of Connecticut and who resides or conducts professional activities in or near The County of Hartford, State of Connecticut, is eligible to apply for an Active Membership.

(b)     Application requirements shall be established by the Membership Committee and be approved by The Association’s Board of Directors.

(c)     A candidate will be accepted for Active Membership with the recommendation of the Chair of the Membership Committee (in his or her absence The Secretary-Treasurer), with The Board of Directors approval and upon receipt of the candidate’s dues in The Association’s executive office.

Section 2.03 Post Graduate Members

(a)   Any person who holds the degree of Doctor of Medicine or Doctor of Osteopathy, or its equivalent, or who has a permit for graduate medical education from the State of Connecticut and is a post graduate trainee; resident, or fellow, in any Hartford County hospital, may apply to become a Post Graduate Member.

(b)   Application requirements shall be established by the Membership Committee and be approved by The Association’s Board of Directors.

(c)   A candidate will be accepted for Post Graduate Membership upon the approval of the Chair of the Committee on Membership (in his or her absence, The Secretary-Treasurer), with the approval of The Board of Directors and upon receipt of the candidate’s dues in The Association’s executive office.

(d)     Post Graduate Members shall enjoy all the rights, duties, and privileges of Membership in The Association, except for voting and serving on The Board of Directors or hold elective office unless otherwise specifically exempted by The Board of Directors or these Bylaws.

Section 2.04   Student Members

(a)   A person who is a legal or family resident in the State of Connecticut and who is and remains a regularly enrolled student in a medical school accredited by the Liaison Committee on Medical Education (LCME) and a candidate for the degree of Doctor of Medicine or Doctor of Osteopathy or their equivalents, as defined and accepted by The American Medical Association, may apply to become a Student Member.

(b)  The applicant who desires to be a Student Member shall submit evidence that legal or family residence is in the State of Connecticut and the evidence of enrolment as a student in a LCME accredited medical school and a candidate for the degree of Doctor of Medicine or Doctor of Osteopathy or their equivalents, as defined and accepted by The American Medical Association, to the executive office and the applicant shall be made a Student Member automatically.

(c)   A Student Member shall enjoy all rights, duties, and privileges of Membership in The Association, except for voting and holding an elective office.

Section 2.05  Associate Members

(a)   Any person holding the degree of Doctor of Medicine or Doctor of Osteopathy, or its equivalent, who is licensed to practice medicine and surgery in another state but resides or conducts professional activities in or near The County of Hartford, State of Connecticut, and who is not otherwise eligible for Active, Postgraduate or Honorary Membership is eligible to apply for an Associate Membership.

(b)  Application requirements shall be established by the Membership Committee and be approved by The Association’s Board of Directors.

(c)   A candidate will be accepted for Associate Membership upon the recommendation of the Chair of the Membership Committee (in his or her absence, The Secretary-Treasurer) subject to the approval of The Board of Directors, and upon receipt of the candidate’s dues to The Association’s executive office.

(d)  Associate Members shall enjoy all rights, duties, and privileges of Membership in The Association, except for voting rights and holding elective office or serving as a Member of The Board of Directors.

Section 2.06  Life Members

(a)   An Active Member who has completely retired from the practice of medicine or osteopathy and who has reached his or her sixty-fifth birthday shall be eligible for Life Membership.

(b)  An Active Member in good standing who becomes totally and permanently disabled shall be eligible for Life Membership.

(c)   Application for Life Membership shall be addressed to the Membership Chair (in his/her absence to The Secretary-Treasurer) who shall make a recommendation to The Board of Directors.

(d)  When Life Membership is granted by The Board, notification shall be sent to The Connecticut State Medical Society.

(e)     Life Members are not subject to Dues or Assessments and are accorded all the rights, privileges, and duties of Active Membership, including the right to vote, to serve on Committees and to hold elective office. It is suggested that Life Members donate to The Hartford County Medical Foundation.

Section 2.07  Honorary Members

(a)   Eminent persons who are not otherwise eligible for Active, Postgraduate, Student, Life or Associate Membership may be granted Honorary Membership by The Board of Directors.

(b)  Honorary Members shall enjoy all the rights, privileges, and duties of Membership, except that they are not eligible to vote or hold office.

(c)   Honorary Members are exempt from paying dues, however, a donation $100 a year to The Hartford County Medical Foundation is encouraged.

Section 2.08  Transfers, In-State

(a)   A physician who is a Member in good standing of one of the seven other county medical associations in the State of Connecticut (Fairfield, Litchfield, Middlesex, New Haven, New London, Tolland and Windham) and who establishes a residence or conducts professional activities in or near The County of Hartford, State of Connecticut, may transfer Membership to The Association upon the presentation to The Association’s executive office of a certificate signed by the Secretary of the county medical association from which he or she is transferring.

(b)  The certificate shall state that he or she is a Member in good standing and that his or her financial obligations have been paid to that association for the current year.

(c)   The certificate shall be accompanied by an application for Membership.

(d)  Upon receipt of the application from the transferring physician, the candidate will be accepted for Active Membership with the recommendation of the Chair of the Membership Committee (in his or her absence, The Secretary-Treasurer), with approval of The Board of Directors.

(e)   There will be no charge for dues for the remainder of the year of transfer.

Section 2.09  Resignations

(a)   A Member in good standing may resign by sending notice of his or her resignation letter to the executive office. A resignation shall not take effect until it is accepted by The Secretary-Treasurer, who shall report such actions to The Board of Directors.

(b)  A former Member who reapplies for Membership will be reinstated in his or her previous Membership category, if appropriate.

Section 2.10   Denial, Expulsion and Suspension of Membership

(a)   Denial of Membership: Upon review of the Membership application, The Membership Committee may deny Membership as directed by these Bylaws

(b)  Suspension of Membership: Membership Committee may recommend suspension of Membership for violation of ethical, moral and/or violation of these Bylaws.

(c)   Expulsion: Membership Committee may recommend expulsion of a Member for violation of ethical, moral and/or violation of these Bylaws.

(d)   The denial, expulsion or suspension of Membership may be appealed with a written request for review to The President of The Board. The appeal will be referred to The Board appointed Panel.

(e)   The Board of Directors shall have the final authority to approve or deny anyone’s Membership into The Association.

Section 2.11  Loss of License

(a)   An Active Member whose license is revoked or annulled, or a Post Graduate Member whose permit is revoked or annulled in accordance with the Connecticut General Statutes shall be dropped automatically from Membership thirty (30) days after said revocation or annulment unless The Board of Directors acts to defer expulsion.

(b)  In the case of an Active Member whose license is revoked or annulled, or a Post Graduate Member whose permit is revoked or annulled as a result of mental or physical illness or impairment, and who is working with, or agrees to work with the Committee on Physician Health, The Board may allow such Member to continue Membership in The Association solely to allow for the continuation of medical benefits and all other Membership benefits as recommended by the Committee on Physician Health.

(c)   The identity of any physician who is working with or agrees to work with the Committee on Physician Health and whose license or permit is revoked or annulled shall remain confidential. The Board of Directors shall review such cases of deferral or continued Membership annually.

Section 2.12    Professional Review Activities

(a)   An Active Member or Post Graduate Member who, pursuant to the professional review procedures outlined below, is found to have breached the Principles of Medical Ethics of The American Medical Association, acted in such a manner as to cause disrepute or discredit to The Association, may be reprimanded, suspended, or expelled by a two-thirds vote of The Board of Directors.

(b)  Any such professional review action taken, by The Association or by any committee, subcommittee, or Panel of The Association, or by any Panel appointed by The Association shall be taken only:

   (i)   In the reasonable belief that the action is in furtherance of quality health care.

  (ii)  After reasonable effort to obtain the facts of the matter.

  (iii) After adequate notice and hearing procedures are afforded to the physician.

(iv) In the reasonable belief that the action was warranted by the facts known after reasonable effort was made to determine them.

(c)   The Medical Review Committee (the “Committee”) shall decide whether to recommend to The Board of Directors that sanctions be imposed against a physician under review.  If the Committee does recommend such sanctions, the Committee shall provide the physician with a notice stating:

              (i)    That a professional review action has been proposed and the reasons for the proposed action.

            (ii)    That the physician has a right to request a hearing on the proposed action within thirty (30) days.

(d)  If the physician exercises the right to request a hearing, such hearing will be held before a three-Member Panel (the “Panel”) appointed for this purpose by The President. No Member of the Panel shall be an individual in direct economic competition with the physician under review. The hearing will take place within sixty (60) days after the physician has been notified of the Panel’s recommendation, or as soon as possible thereafter, at the discretion of the Panel. The physician will receive notice of the place, time, and date of the hearing at least thirty (30) days before such hearing will take place and will receive notice of a list of witnesses, if any, expected to testify at the hearing. The right to such a hearing may be forfeited if the physician fails to request the hearing in a timely manner or fails without good cause to appear at such hearing.

(e)   At the hearing, the physician shall have the right to be present and to be represented by a medical colleague and legal counsel, the right to call and cross-examine witnesses, and the right to present evidence regardless of its admissibility in a court of law.  The Panel shall determine the procedure at the hearing, including the time allotted to each party, and the order of the presentation except as may otherwise be provided in these Bylaws. The physician also has a right to have a record made of the proceeding and the right to submit a written statement at the close of the hearing.  Upon completion of the hearing, the Panel shall make a recommendation to The Board of Directors regarding sanctions to be imposed against the physician. The Panel shall make its recommendation within sixty (60) days after the close of the hearing, or as soon as possible thereafter, at the discretion of the Panel. The physician has the right to receive a copy of the Panel’s written recommendation to The Board of Directors.

(f)      Based on the Panel’s recommendation, The Board of Directors shall decide what disciplinary action, if any, shall be taken in relation to the physician. The Board of Directors shall render its decision regarding disciplinary action within sixty (60) days of receipt of the Panel’s recommendation, or as soon as possible thereafter, at the discretion of The Board of Directors. The physician is entitled to receive a written copy of The Board of Director’s decision.

Section 2.13    Expulsion

(a)   Expelled Members shall forfeit all rights and privileges including but not limited to the holding of any office or position, the right to vote and such other benefits which Membership in The Association may confer. The duty to pay dues would not be required.

(b)  The Board of Directors shall publish the expelled Members name and the reasons for such expulsion to the Membership.

Section 3.01       The President

(a)     The President is the chief operating officer of The Association.

(b)     The President shall perform such duties as parliamentary usage requires (see The Standard Code of Parliamentary Procedure).

(c)     When The Board of Directors is not in session or cannot expeditiously be called into session and in the absence of any specific Bylaw forbidding it, The President, in agreement with at least two officers of The Association, shall undertake whatever duties are necessary and reasonable to carry out the functions of The Association.

(d)     The President shall report these actions at the next meeting of The Board of Directors.

(e)     The President shall, on behalf of The Board of Directors, supervise The Association’s Executive Director.

Section 3.02       The Vice President

(a)     The Vice President shall assist The President in the discharge of his or her duties and in the absence of The President or upon request of The President shall assume the duties of the office of The President.

(b)     In the event of a vacancy in the office of The President, The Vice President shall immediately succeed to that office.

(c)     In the event of simultaneous vacancies in the offices of The President and The Vice President, The Secretary-Treasurer shall temporarily assume the duties of the office of The President and shall forthwith order a special meeting of The Association for the purpose of electing The President and The Vice President for the remainder of the terms.

Section 3.03       The Secretary-Treasurer

(a)     The Secretary-Treasurer shall be the recording and corresponding officer of The Association and of The Board of Directors, the custodian of records, and shall perform the duties pertaining to the office (See the current edition of The Standard Code of Parliamentary Procedure).

(b)     In the event of vacancy of the office of The Secretary-Treasurer, a successor for the unexpired portion of the term shall be elected by majority vote of The Board of Directors.

(c)     The Secretary-Treasurer shall supervise the finances of The Association and report to The Executive Committee and The Board of Directors.

(d)     The Secretary-Treasurer shall review all letters of resignation or reinstatement to Membership and accept or reject such requests. All such actions shall be reported to The Board of Directors final approval.

(e)     The Secretary-Treasurer shall review, and may grant or reject, all requests for exemption from the payment of dues other than those automatically granted by these Bylaws. The Secretary-Treasurer shall seek the counsel of The Board of Directors in such matters.

Section 3.04       Councilor and Associate Councilors to The Connecticut State Medical Society.

(a)     Councilor and Associate Councilors, who shall serve for two years, shall be elected at the Annual Meeting of The Association in the odd numbered years. No Councilor or Associate Councilor shall serve more than three successive terms of two years each in the respective office, but after a lapse of one term of two years, such Councilor or Associate Councilor may be eligible for re-election.

(b)     In the event of a vacancy in either office, a successor shall be elected by majority vote of The Board of Directors for such unexpired portion of the term as may precede the next Annual Meeting of The Association. Any remaining unexpired portion of the term shall be filled by election by The Association at said Annual Meeting.

(c)     The Councilor and Associate Councilors shall assume office immediately after their election.

(d)     If both the Councilor and Associate Councilors cannot be present at The Connecticut State Medical Society meetings, The President may appoint a substitute.

Section 3.05       Election and Terms of the officers:

(a)     The President, The Vice President and The Secretary-Treasurer shall be elected by ballot at each Annual Meeting by plurality of votes.

(b)     The President, The Vice President and The Secretary-Treasurer will serve until the next Annual Meeting.

(c)     The President, The Vice President and The Secretary-Treasurer shall be eligible to serve for two consecutive terms.

(d)     The President, The Vice President and The Secretary-Treasurer are eligible to be elected again after a gap of two years.

Councilor and Associate Councilors will be elected at the Annual Meeting by plurality of votes in the odd years

Section 4.01       Membership

(a)     President

(b)     Vice President

(c)     Secretary-Treasurer

(d)     Councilor

(e)     Associate Councilors

(f)      Immediate Past President

(g)     The Chairs of all standing committees

(h)     One Director-at-Large for each two hundred (200) Members on the Membership rolls as of December 31 of the previous year.

(i)   Executive Director (non-voting Member)

Section 4.02       Election to The Board

(a)     The slate of Members of The Board shall be nominated by the Nominating Committee and elected by the Membership at the Annual Meeting every year.

(b)     Term:

           (i)    Except for the officers and the Immediate Past President, no Member of The Board shall serve for more than six consecutive years.

         (ii)    The officers can only serve two years in their specific position.

        (iii)    The officers can be re-elected after a two-year gap in the specific officer’s role.

(c)     Termination of The Board Members:

         (i)    The Board of Directors shall have the power, upon recommendation by a Panel pursuant to The Association’s professional review procedures, to reprimand, suspend or expel a Member.

        (ii)    Upon the request of two or more Board Members, the suspension of an Officer shall be placed on the agenda for the next Board meeting, which shall be held within two weeks of such request. In accordance with applicable state law, an Officer may be suspended from office by the affirmative vote of six Members of The Board, after notice and the right to a hearing. Any Officer suspended from office may, within seven days, appeal the suspension to the Chair of The Membership Committee. The Membership Committee Chair shall convene an ad-hoc Grievance Committee. The ad-hoc Grievance Committee shall meet within two weeks of receiving such appeal request. The Grievance Committee shall hold a hearing and after such hearing may uphold the suspension by the affirmative vote of the majority of the Committee. Such Officer may be permanently removed by the affirmative vote of the majority of The Association Membership at a Special Meeting called for such purpose within 60 days of the vote by the Grievance Committee. The Officer subject to the suspension/removal vote shall not be permitted to partake in either discussion, following any hearing, or the suspension/removal vote. Valid causes for removal of an Officer from office, include, but are not limited to: gross or willful neglect of the duties of the office; actions that intentionally violate the Bylaws; failure to comply with the proper direction given by The Board; failure or refusal to disclose necessary information on matters of organization business; unauthorized expenditures; misuse of organization funds; unwarranted attacks on any officer, Member of The Board or The Board as a whole on an ongoing basis; misrepresentation of the organization and its officers to outside persons; and conviction for a felony.

Section 4.03       Vacancies:

(a)     Unless otherwise specified in these Bylaws, in the event a vacancy occurs in any elective office or any position on The Board of Directors, The Board of Directors shall appoint a successor to fill the vacancy for such unexpired portion of the term as may precede the next Annual Meeting of The Association; any remaining unexpired portion of the term shall be filled by election at The Annual Meeting.

Section 4.04       Meetings:

(a)     The President or his/her designee shall be the presiding officer of The Board.

(b)     The Board of Directors shall meet at least every two months throughout the year, except during the months of July and August.

(c)     A meeting may be called at any time by The President or upon petition of three Directors.

(d)     Majority of The Board of Directors shall constitute a quorum at these meetings.

(e)     In case of no quorum The President with The Executive Committee is authorized to carry on the business of the organization and present the issues at the following Board meeting.

Section 4.05       Duties

(a)     The Board of Directors is responsible to carry out the Mission and Vision of The Association.

(b)     The Board of Directors is responsible for the implementation of the Bylaws throughout the organization.

(c)     The Board of Directors have the fiduciary responsibility for the organization.

(d)     The Board of Directors shall have the power to act on behalf of The Association between the regular meetings of the Membership and shall report such actions to The Association’s Members at its next meeting.

(e)     The Board of Directors shall be responsible for the supervision and direction of The Association’s financial affairs.

(f)      Each Member of The Board shall have equal voting privilege of one vote each.

(g)     A Board Member must be an Active Member in good standing

(h)     The Board of Directors will submit the budget at the Annual Meeting of The Association.

 

Section 5.01 The Executive Committee Members include the following:

(a) The President

(b) The Vice President

(c) The Secretary-Treasurer

(d) The Immediate Past President

(e) Each Member of the Executive Committee shall have equal voting privilege of one vote each

(f) The Executive Committee Member must be an Active Member in good standing

(g) The Executive Director (non-voting Member)

Section 5.02 Meetings:

(a) The President shall be the Chair of The Executive Committee.

(b) The Executive Committee will meet once a month except in the months of July and August.

(c) The Executive Committee will have the power to carry out the affairs of The Association between meetings of The Board of Directors and will report its actions to The Board at its next meeting.

(a) The Association shall have an Executive Director.

(b) The Executive Director will be an independent contractor employed by a management company and not an employee of The Association.

(c) The Executive Director shall be responsible for the overall administrative management of The Association and shall implement policy set by The Board of Directors of The Association.

(d) The Executive Director will report to The President of The Association.

(e) The Executive Director will follow the guidelines and agreements set forth in his/her contract.

(f) The Executive Committee shall annually review the performance and the terms and conditions of the Executive Director’s contract.

(g) The President and The Vice President will sign the contract agreement with the Executive Director’s management company, with the consent of The Board of Directors.

(h) The Executive Director shall be a non-voting ex-officio Member of all committees.

Section 7.01 Bylaws Committee

(a) Membership:

(i) The Immediate Past President (Chair)

(ii) Two Past Presidents

(iii) The President

(iv) The Vice President

(v) Two Members At-Large

(b) Term:

(i) The Immediate Past President shall serve for two years as Chair.

(ii) Two Past Presidents and two Members At-Large shall be nominated and elected every four years.

(iii) The President and The Vice President shall be ex-officio Members with vote.

(c) Meetings:

(i) The Bylaws Committee shall meet two months prior to the Annual Meeting to review the existing Bylaws.

(ii) The Bylaws Committee Chair may call other meetings as needed to review possible amendments to the Bylaws.

(d) Duties:

(i) The Bylaws Committee shall consider all matters concerning the Bylaws, as amended, and shall review any proposed changes to the Bylaws.

(ii) Any changes recommended by the Committee shall be referred to The Board of Directors.

Section 7.02 Nominating Committee

(a) Membership:

(i) Recent past Member of The Board of Directors (Chair)

(ii) The Immediate Past President

(iii) The Vice President

(iv) One Member from each standing committee nominated by the Chairs of those committees

(b) Term:

(i) No one shall serve more than four consecutive years unless agreed upon by The Board.

(c) Meetings:

(i) The Nominating Committee shall meet two months prior to the Annual Meeting, and the slate should be sent to The Board of Directors six weeks prior to the Annual Meeting.

(d) Duties:

(i) The Nominating Committee shall seek nominations for the leadership positions through regular and/or electronic mail.

(ii) The Nominating Committee shall develop a slate of the nominations for the leadership positions to be elected at the Annual Meeting.

(iii) The Nominating Committee shall send the slate of the nominations to The Board of Directors no later than six weeks prior to the Annual Meeting.

(iv) Members interested in leadership positions shall not serve on the Nominating Committee.

Section 7.03 Community Health Committee

(a) Membership:

(i) The Community Health Committee Chairperson will be nominated by the Nominating Committee with The President’s advice.

(ii) The Community Health Committee should consist of at least five Members.

(b) Term:

(i) No one can serve more than four consecutive years.

(c) Meetings:

(i) The Community Health Committee shall meet at least four times a year.

(ii) The Chair of The Community Health Committee may call for additional meetings as needed.

(d) Duties:

(i) The Community Health Committee shall be the representative of The Association in all matters pertaining to community health.

(ii) The Community Health Committee shall inform The Association concerning matters of community health, make information on such subjects available to Members of The Association.

(iii) The Community Health Committee shall serve as the liaison between The Association and other groups interested in improving health care within Hartford County.

(iv) The Community Health Committee shall be the liaison between The Association and the Public Health Department in Hartford County.

(v) The Community Health Committee shall oversee communications to the public and the media on matters of interest to The Association.

(vi) The Chair of the Community Health Committee will discuss with The President and The Executive Committee before speaking to the media and the public.

(vii) The Chair of Community Health Committee and its Members shall always act in the best interest of The Association and express the view of The Association.

Section 7.04 Finance Committee

(a) Membership:

(i) The Secretary-Treasurer (Chair)

(ii) The President

(iii) The Vice President

(iv) The Councilor

(v) Two Members from the membership at-large

(vi) The Executive Director (non-voting member)

(b) Term:

(i) One of the members at-large shall be elected every two years at the Annual Meeting to a four-year term. The at-large members shall serve no more than a single term.

(c) Meetings:

(i) The Finance Committee shall meet at least four times a year.

(ii) The Chair of The Finance Committee may call for additional meetings as needed.

(d) Duties:

(i) The Finance Committee shall advise The Board of Directors on all matters related to The Association’s income, expenses, and investments.

(ii) It shall annually prepare a budget, which it will submit to The Board of Directors, for approval prior to The Association’s Annual Meeting.

Section 7.05 Membership Benefits Committee

(a) Membership:

(i) The Membership Benefits Committee shall have five members nominated by the Nominating Committee and elected at the Annual Meeting of The Association.

(ii) The Chair of the Membership Benefits Committee shall be elected annually.

(b) Term:

(i) The Membership Benefits Committee Members may not serve more than six consecutive years.

(c) Meetings:

(i) The Membership Benefits Committee shall meet at least four times a year.

(ii) The Chair of the Membership Benefits Committee may call for additional meetings.

(d) Duties:

(i) The Membership Benefits Committee shall supervise and oversee the selection and administration of all insurance and other benefits offered under the aegis of The Association.

(ii) With the consultation and approval of The Board of Directors, the Membership Benefits Committee shall be authorized by The Board of Directors to enter contracts and/or agreements with insurance carriers and other companies, and such arrangements shall be binding on The Association.

Section 7.06 Legislative Committee

(a) Membership:

(i) The Legislative Committee shall have at least five members nominated by the Nominating Committee and elected at the Annual Meeting.

(ii) The President and The Vice President shall be ex-officio members with vote.

(iii) The Executive Director (non-voting member).

(iv) The legislative lobbyists (non-voting members).

(b) Term:

(i) Members of The Legislative Committee shall serve no longer than six consecutive years.

(ii) The Legislative Committee Chair, elected annually, shall not serve more than ten consecutive years in addition to service as a member of the Committee.

(c) Meetings:

(i) The Legislative Committee shall meet bi-weekly during the legislative session.

(ii) The Legislative Committee shall meet once a month when the legislature is not in session.

(d) Duties:

(i) The function of The Legislative Committee shall be to review and advise the Members of The Association concerning proposed state and national legislation pertaining to the public health, welfare, and practice of medicine.

(ii) The Legislative Committee shall, as occasions arise, draft and introduce in the General Assembly of this state or the Congress of the United States appropriate legislation for improving medical care and public health.

(iii) The Legislative Committee shall arrange meetings with state of Connecticut legislators periodically.

(iv) The Legislative Committee shall organize a meeting with legislators, at least once a year.

(v) The Legislative Committee shall supervise and direct The Association’s efforts in the state legislature and shall assist the Committee on Legislation of The Connecticut State Medical Society or a committee of The American Medical Association whenever possible.

Section 7.07 Membership Committee

(a) Membership:

(i) The Membership Committee shall have at least five members nominated by The Nominating Committee and elected at the Annual Meeting.

(ii) The Chair of the Membership Committee shall be elected every year.

(iii) The President and The Vice President shall be ex-officio members with vote.

(iv) The Executive Director (non-voting member).

(b) Term:

(i) No one should serve on the Membership Committee more than six consecutive years.

(c) Meetings:

(i) The Membership Committee shall meet at least four times a year.

(ii) The Chair of the Membership Committee may call for additional meetings.

(d) Duties:

(i) The Membership Committee shall be responsible for matters pertaining to Membership development, retention, and credentialing.

(ii) The Membership Committee shall develop guidelines for the membership application to be approved by The Board of Directors.

(iii) The Chair of the Membership Committee shall give regular reports to The Board of Directors.

Section 7.08 The President, The Vice President and The Secretary-Treasurer shall, during their term of office, serve as ex-officio on all committees.

Section 7.09 Unless otherwise specified in these Bylaws, nominations for these committees and their Chairs shall be made by the Nominating Committee, with the advice from The President and presented to the Annual Meeting of The Association.

Section 7.10 Physicians appointed to any standing committee shall be Members of The Association, unless in the opinion of The Board of Directors, a physician’s expertise, in an important area of interest to the committee, clearly exceeds that possessed by any Association Member in good standing willing to serve.

Section 7.11 The Chairs of the Committees may invite to their meetings other persons, lay or professional, who may, by their knowledge or reputation, aid the committees in reaching decisions.

Section 7.12 No Member of a standing committee shall serve a term to exceed four consecutive years unless specifically provided otherwise in these Bylaws.

Section 7.13 Chairs of standing committees shall not serve in that capacity for more than three consecutive years unless specifically provided otherwise in these Bylaws. The term as Chair may be in addition to the four-year limitation noted in Section 7.12.

Section 7.14 Unless provided otherwise in these Bylaws, standing committees shall consist of four to eight members, half to be elected annually to serve two-year terms, and a Chair, who shall be elected annually.

Section 7.15 A quorum of the Medical Review Committee, or sub-committee thereof, shall consist of four Members plus the Chair or designee. A quorum of all other standing committees shall consist of two members plus the Chair or designee.

Section 7.16 Standing committees shall submit written reports to The Board of Directors.

Section 7.17 The Board of Directors may, from time to time, determine that one or more of the designated standing committees is suspended by a resolution passed by a majority of The Board of Directors, and that the Chairman of the standing committees shall retain their seats on The Board of Directors for the remainder of the year to keep abreast of the activities of The Association.

Section 7.18 The Board of Directors may, from time to time, designate one or more additional standing committees, by a resolution passed by a majority of The Board of Directors.

Section 7.19 The Executive Director shall set the dates for all meetings of the standing committees, in consultation with the Chairs of the committees, send reminders and agendas to the Members and send the minutes of the meetings within one week following the meeting.

Section 7.20 Ad Hoc Committee:

(a) Special committees (i.e., Medical Review Committee and Physician Health Committee) may be appointed by The Board of Directors or elected by the Members of The Association whenever necessary.

(b) Physicians appointed to such special committees shall be Members of The Association unless, in the opinion of The Board of Directors, a physician’s expertise in an important area of interest to the Committee clearly exceeds that possessed by any Association Member in good standing, who is willing to serve.

(c) Such committees shall make written reports to The Board of Directors as requested by The Board or when deemed appropriate by the committee Chair.

 

Section 8.01 Annual Meetings

(a) Unless otherwise ordered by The Board of Directors, one Annual Meeting shall be held in the Fall of each year.

(b) Five percent of the voting Members of The Association shall constitute a quorum for the following actions:

(i) Amendment of the Certificate of Incorporation
(ii) Amendments of the Bylaws
(iii) Election of Officers, Council Members, and Directors
(iv) Approval of a merger, dissolution, or sale of substantially all the assets of The Association

(c) No address or paper presented before The Association, except those of The President and invited guests, shall occupy more than 15 minutes, and no Member shall speak longer than three minutes, or more than once on any subject except by unanimous consent of those present.

(d) The Standard Code of Parliamentary Procedure shall govern The Association in all matters to which they are applicable when not inconsistent with these Bylaws.

(e) All resolutions to be considered at the Annual Meeting of The Association received in the executive office at least five weeks before the meeting date will be distributed along with the notice of the Annual Meeting. All resolutions received in the executive office three working days before the opening of the meeting and after five weeks before the opening of the meeting shall be distributed to those Members present at the meeting. Resolutions which are received later than three working days before the opening of the meeting, to be considered, will have to be delivered orally by the resolution’s presenter.

(f) Electronic voting will be permissible as deemed appropriate and approved by The Board

Section 8.02 Special Meeting of The Membership:

(a) Special Meetings may be called by order of The President or by vote of The Board of Directors or by petition of ten percent of the voting Members of The Association.

(b) A call for a Special Meeting shall state the object of the meeting.

(c) No business other than that stated in the call for the Special Meeting may be transacted.

Section 8.03 Virtual Meetings:

(a) The Board of Directors and the Chairs of the standing committees shall have the authority to conduct the meetings virtually, if deemed necessary.

(b) All virtual meetings should follow the guidelines set forth in these Bylaws.

Section 8.04 Mail-In Ballots

(a) Members may vote by mail-in ballot on matters submitted by The Board of Directors. Mail-in ballots will constitute as part of the quorum.

(b) Members eligible to vote may vote in-person, by mail, or by electronic ballot on matters to be voted upon at the Annual Meeting and at any Special Meetings. The mail-in ballots and electronic ballots will be counted towards the quorum requirements.

(c) A Member shall vote by only one means (i.e., no duplicate voting). All mail-in and electronic ballots shall be received no less than three business days before the Annual Meeting and before any Special Meeting.

Section 1.01 Budget

(a) The budget for the organization shall be presented by The Secretary-Treasurer at the Annual Meeting.

(b) The fiscal year shall be from January 1 to December 31, inclusive.

(c) The budget should be approved by The Board of Directors prior to the presentation at the Annual Meeting.

(d) All non-budget items appropriating funds of The Association shall be referred to The Board of Directors and must be signed by two officers of The Association.

Section 1.02 Funds

(a) The Association’s funds may be invested in bonds, securities, and treasury notes, etc., as advised by the investment firm recommended by the Finance Committee and approved by The Board.

(b) Investments must follow a low-risk growth strategy.

Section 1.03 Dues

(a) The annual membership dues shall be levied by The Board of Directors for the next fiscal year at the Annual Meeting and shall be transmitted to the Membership by The Secretary Treasurer, or a substitute appointed by The Board.

(b) Candidates elected to Active Membership after June 30 shall be assessed one-half the annual dues for the current year.

(c) The current year’s dues of any Member may be waived by The Secretary-Treasurer who shall report such actions to The Board of Directors.

(d) All dues are payable January 1 of the current year.

(e) A Member is delinquent if dues are not paid by April 30 of the year for which dues are billed.

(f) The Member shall forfeit Membership in The Association upon failure to pay the delinquent dues within 30 days after notice of delinquency has been mailed to the Member’s last-known address by the executive office of The Association.

(g) The Board of Directors may decide, in special circumstances, to delay the removal of a Member’s name from The Association’s membership roster for a period.

Section 1.01 The Association will indemnify any present or former Directors, Officers, employees, or agents who are or have been engaged in Association business through service as members of committees or Officers of The Association for expenses and costs, including attorney’s fees, actually and necessarily incurred by them in connection with the defense or settlement of any pending or threatened action, suit or proceeding to which they are made a party by reason of their being or having been such official, except to matters as to which they will be finally judged to be liable of willful misconduct amounting to bad faith.

Section 1.02 Expenses which may be indemnifiable incurred in defending an action, suit or proceeding may be paid by The Association in advance of the final disposition of such action, suit or proceeding as authorized by The Board of Directors, upon written agreement by or on behalf of The Board of Directors, Officer, employee or agent, or their legal representative to repay such amount if they are later found not entitled to be indemnified by The Association as authorized in this section.

Section 1.03 Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Certificate of Incorporation, these Bylaws, the Connecticut Revised Nonstock Corporation Act, or under an agreement or vote of The Board of Directors or The Executive Committee, insurance purchased by The Association or otherwise.

Section 1.01 The Bylaws may be amended at any meeting of the Active Members duly called, or by mail-in ballot, provided that a copy of any proposed amendment has been provided to the Members with the notice of such meeting and with such ballot, no less than ten nor more than 60 days prior to the date of the meeting.

Section 1.02 Amendments and new Bylaws may be proposed at any meeting of The Association, shall be read by the presiding officer or designee, and referred to The Board of Directors for its recommendations at the next Annual Meeting of The Association.
Section 1.03 Amendments and new Bylaws may be proposed by The Board of Directors to the Membership or may be proposed by one or more Members.

Section 1.04 The amendments and new Bylaws proposed by Members must be received in the executive office at least five weeks before the meeting date at which they are to be considered.

Section 1.05 The vote required to effectuate an amendment shall be five percent of the Members entitled to vote thereon and present in-person or by mail-in or electronic ballot at a meeting duly called.

Section 1.06 The Certificate of Incorporation may be amended as provided herein for amendment of the Bylaws, provided, however, that no amendment of the Certificate shall be effective until recommended or approved by The Board of Directors.

Section 1.07 To the extent that any provision of these Bylaws is inconsistent with the Certificate of Incorporation of the Corporation, the provisions of the Certificate of Incorporation shall prevail.

Section 1.08 For purpose of terms of office, a year shall be held to mean the period from the day following The Association’s Annual Meeting until the adjournment of the subsequent Annual Meeting of The Association.

Section 1.09 The words “day” and “days” shall mean “calendar day” or “calendar days”, respectively, whenever used in these Bylaws unless otherwise specifically defined.

Section 1.10 The adoption of these Bylaws rescinds and revokes all previous Bylaws of The Association and supersedes their operation.

Section 12.01 The seal of The Association shall be in such form as may be adopted by The Board of Directors.