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DRAFT
BYLAWS
OF
THE FLORIDA SOCIETY OF NEONATOLOGISTS, INC.
ARTICLE I
The name of this corporation shall be the Florida Society of Neonatologists, Inc.
ARTICLE II
The purposes for which this corporation is formed are as follows:
a. To promote the growth and development of a neonatal health care system in Florida with major emphasis being placed on promoting, developing, implementing and coordinating a health care delivery system to effect a reduction in perinatal infant morbidity and mortality in the State of Florida.
b. To afford ample opportunities to its members to associate and exchange ideas and developments regarding their common neonatal medical practice.
c. To Promote by example and conduct proper professional ethics and the prudent and reasonable growth and development of a neonatal health care system in the State of Florida.
d. To cooperate with all others who are endeavoring to carry out in good faith the promotion of a neonatal-perinatal health care system in the State of Florida for the major purpose of reducing perinatal infant morbidity and mortality.
e. To provide an entity of the association of persons having some common interest in neonatal medicine, and to further promote such common neonatal health care interest and to not engage in profit, with no part of the net earnings of the corporation inuring to the benefit of any member, director or officer.
ARTICLE III
Notwithstanding any other provisions of these Bylaws, the Corporation’s Constitution or the Articles of on any activities not permitted to be conducted or carried on by any organization that shall be exempt under Section 501 (c)(3) of the Internal Revenue Code and its Regulations, now existing or thereafter amended, and further shall not conduct or carry on any activities not permitted to be conducted or carried on by any Florida non-profit corporation.
ARTICLE IV
1. (a) Regular Membership. Regular membership shall be open to physicians whose practice is limited to Neonatology and who are board certified in neonatal-perinatal medicine or who are Board Eligible in Neonatal-Perinatal Medicine and become certified within four (4) years of membership. Proof of eligibility for Perinatal Boards must be submitted to the Credentials Committee at the time of application for membership. If certified, a copy of the certificate must be enclosed with the application
(b) Associate Membership. Associate membership shall be open to physicians who are in fellowship training programs in neonatal-perinatal medicine and pediatricians with a special interest in Neonatology. Associate members may participate in society activities, but are not eligible for office and may not vote.
(c) Special Membership. Regular membership may be granted by the Executive Committee upon recommendation of the Membership Committee, Constitution and Bylaws Committee to physicians who are Board-Certified in Neonatal-Perinatal Medicine whose practice is not limited to Neonatal Medicine (or who no longer actively practice Neonatal Medicine) but who may contribute significantly to the goal of the Florida Society of Neonatologists. Such members shall have the privileges and responsibilities of regular membership.
2. Ninety percent (90%) of the members of the Corporation shall belong to the State Medical Association.
3. Termination or Removal. Any member involved in conduct detrimental or harmful to the Corporation shall have his/her membership terminated upon a two-thirds (2/3) vote of the Board of Directors. Ninety (90) days written notice shall be given to the member by registered mail to the last known address as shown on the records of the Corporation. The member shall have the right of appeal before the Executive Board through the Credentials, Constitution and Bylaws Committee.
4. Any member who has not paid his annual dues in a timely manner will have such membership terminated. Membership will be reinstated upon payment of dues.
5. Application for Membership. Physicians desiring to become members of the Corporation shall send their application to the Chairman of the membership committee.
Article V
1. Annual Meetings. An annual meeting shall be held at such time and place as decided by the Board of Directors. Membership will be informed by mail of the time, place, and agenda at least 60 days prior to the meeting.
2. Special Meetings. The President shall upon the written request of a standing committee or one-fourth (1/4) or more members of the general membership, call special meetings. Notice will be given to the members by mail at their last known address as shown on the records of the Society, not less than ten (10) days in advance of such meetings, and specifying the purpose of the meeting.
ARTICLE VI
1. Current Dues and Single Vote. Each member as defined in Article IV, Section (a), must have his dues current in order to vote. Each regular member is permitted a single vote.
2. Presiding Officer. The President shall preside at all meetings of the Corporation and Board of Directors.
3. Quorum. The presence in persons of one-fourth (1/4) of the membership shall constitute a quorum at an annual or special meeting.
ARTICLE VII
1. Board of Directors
a) Membership. The Board of Directors shall consist of the Executive Committee and representatives elected from each of the member districts.
The general membership shall be divided into five member districts. The NW, NE, central, SW, and SE districts. Each district will have one board member elected from their district. Additional board seats will be granted based on the number of members in each district. At this time, the NE and central districts will be assigned 1 additional member each and the SE district 2 additional members. The total number of board members representing their districts will not exceed 10.
b) Term of Office. The term of office for each member will be (2) years. Members may be re-elected to a second term.
c) Vacancy: Should a vacancy occur in the Board of Directors, the President shall fill the vacancy from the membership of the affected district for the remainder of the unexpired term.
d) Meetings: The Board of Directors shall meet at the annual meeting and at least twice during the year between annual meetings to conduct the business of the Society.
e) Voting: Each member of the Board of Directors shall have 1 vote.
f) Duties: The Board of Directors shall manage the business and affairs of the Corporation and make all necessary rules and regulations, not inconsistent with law or with these Bylaws, for the management of business and guidance to the Corporation. District members of the Board of Directors shall be responsible for informing the membership of their districts of the actions of the Corporation. They shall also be responsible for bringing issues of concern to their members to the attention of the Executive Committee and Board of Directors.
g) Removal: Any member of the board may for cause at any annual, regular, or special membership meeting called for the purpose, be removed from office by a two-thirds vote of the voting members present. Thirty days written notice shall be given to the member by registered mail to the last known address as shown on the records of the Corporation. The member shall have the right of appeal before the Board of Directors.
ARTICLE VIII
1. Election. The officers of this Corporation shall be a President, Vice President, and a Secretary-Treasurer, elected by the membership of the Corporation at the annual meeting. The ballot shall include two (2) nominees for the positions of Vice-President and Secretary-Treasurer from the membership at large at the annual meeting. Write-in candidates will be accepted with the consent of the nominee. The first election for President shall be direct, by vote at the annual meeting; subsequently, the Vice-President shall ascend to this office after his/her second year. The term of office for all officers shall be for two (2) years.
2. Vacancies. In the event a vacancy occurs in any office, the membership shall elect a replacement to fill the unexpired term. In the event a vacancy in the office of the President, the Vice President shall fill the duties of that office until a replacement is selected.
3. President. The President shall preside at all meetings of the Corporation, the Executive Committee and the Board of Directors. He/she shall perform such duties as may be prescribed in these bylaws or assigned to him/her either by the Corporation or the Board of Directors, and he/she shall coordinate the work of the officers and committees so that the objectives and policies of the Corporation are maintained and promoted. The president shall be an ex-officio member of all committees except the Executive Committee.
4. Vice-President. The Vice President shall act as aid to the President and shall perform the duties of the President if that office is either absent or unable to serve or until replacement is designated.
5. Secretary-Treasurer. The Secretary-Treasurer shall give notice of all meetings of the Corporation, further, the Secretary-Treasurer shall maintain the records of the Corporation, keep an account of all monies received and expended for the use of the Corporation in such banks approved by the Executive Committee and make a report at the annual meeting.
ARTICLE IX
1. Executive Committee
(a) Membership. The Executive Committee shall consist of the President, Vice President, Secretary-Treasurer, and immediate Past President.
(b) Duties: The Executive Committee shall transact all necessary business during the intervals between regular meetings of the Board.
ARTICLE X
1. Standing Committee. There shall be four (4) standing committees of this Corporation as follows:
a) Membership
b) Constitution and Bylaws
c) Education
d) Legislation and Standards
2. Membership. Each standing committee shall consist of at least three (3) members of the general membership appointed by the Board of Directors. Committee Chairmen will be members of the Board of Directors.
3. Vacancies. Replacement for committee membership vacancies shall be made by the Board of Directors.
4. Special Committees. The President may appoint other committees when necessary.
ARTICLE XI
1. Amendments. Amendments to the Corporation’s Bylaws and Articles of Incorporation may be "proposed" only by the Constitution and Bylaws Committee. Proposed Amendments are to be submitted to the standing committee on Constitution and Bylaws for distribution to the general membership. Proposed amendments must be discussed at a regular or special meeting and distributed by mail or e-mail to the membership with a twenty-one (21) day comment period, prior to the distribution of ballots. After twenty-one (21) days ballots will be sent to the membership by mail for a vote. Two-thirds (2/3) affirmative vote by mail of the full membership shall ratify any proposed amendment . No amendment shall provide for any activity prohibited to a not-for-profit Corporation under the laws of the State of Florida or under the Internal Revenue Code of the United States.
2. Dues. The dues shall be determined by the Board of Directors with the approval of the majority of the membership.
3. Fiscal Year. The fiscal year of the Corporation shall commence on the lst day of January, and shall terminate on the last day of December each year.
4. Deposits. All funds received by the corporation shall be deposited to the credit of the corporation in such banks or other depositories as may be approved and authorized by the Directors.
5. Checks. All checks, drafts, or any authorization for the payment of any notes, sums of money, or other evidence of debt issued in the name of the corporation shall be signed by such officers or agents as shall from time to time be designated and determined by the Board of Directors. Unless otherwise authorized, such an instrument shall be signed by the President, Vice President or Treasurer.
ARTICLE XII
The corporation shall maintain correct and proper books and records and shall keep minutes of all the meetings of the members and Board of Directors, at such places as may be designated by the Board of Directors. All such records may be inspected by any director, member, or agent or attorney of either , or any proper person, at any reasonable time.
DATE AND ADOPTED:___________________________
THE FLORIDA SOCIETY OF
NEONATOLOGISTS, INC.
By:______________________________
Its President
ATTESTS:
_______________________________
Its Secretary-Treasurer
Amended: 1997