BOG binder 2014

Santa Cruz County Medical Society

Board of GovernorsManual

SCCMS Fact SheetSCCMS Fact Sheet

About SCCMS About SCCMS

Membership Benefits Membership Benefits

Roster of SCCMSRoster of SCCMS

Board of GovernorsBoard of Governors

Cell & Email ContactsCell & Email Contacts

Calendar of MeetingsCalendar of Meetings

and Other Eventsand Other Events

Board of Governors Roles andBoard of Governors Roles and

ResponsibilitiesResponsibilities

SCCMS Governance andSCCMS Governance and

FunctionsFunctions

Affiliated OrganizationsAffiliated Organizations

Endorsements & PrinciplesEndorsements & Principles

SCCMS BylawsSCCMS Bylaws

Conflict of Interest PolicyConflict of Interest Policy

Confidentiality AgreementConfidentiality Agreement

Conflict-of-Interest StatementConflict-of-Interest Statement

SCCMS Fact SheetAbout SCCMSMembership Bene�ts

Santa Cruz County Medical SocietyHelping physicians care for their patients & the community

FACT SHEET

The mission of the Santa Cruz County Medical Society is to serve as an advocate for its physician members their patients; to preserve the highest professional standards of quality medical care; to act as a close liaison to the community on medical issues; and to promote and protect the public health. The medical society is a member-driven organization committed to Advocacy, Communication, Professional Standards & Ethics, and Education.

The Santa Cruz County Medical Society is a non-profit professional association of physicians practicing and/or residing in Santa Cruz County. As of 7/1/14, there are 391 members and retirees of the society.

The Santa Cruz County Medical Society is a component society of the California Medical Association. Together, these two associations, along with the American Medical Association, make up what is referred to as the “Federation of Medicine.”

The medical society is a member-driven organization led by a Board of Governors. Officers of the society are elected by the membership every year at the Annual Members Social, in June or July.

1975 Soquel Dr #215 Santa Cruz CA 95065-1821 P:(831)479-7226 F:(831)479-7223 E: [email protected]

GOVERNANCE

2014—2016 Officers(Terms expire June 30, 2016)

Brian Brunelli, MD, President...............................................................Santa CruzJuan Rodriguez, MD, President-elect....................................................Santa CruzChris O'Grady, MD, Secretary..............................................................WatsonvillePatrick Meehan, MD, Treasurer............................................................Santa CruzJeannine Rodems, MD, Past President.................................................San Jose

Board of Governors(Varying terms)

David Benjamin, MD John Christensen, MD Richard Hencke, MD Lisa Hernandez, MD, MPH Dawn Motyka, MD John Pestaner, MD

Rosalind Shorenstein, MD Michelle Simon, MD Jack Watson, MD

CMA Trustee(Term 2013—2016)

Donaldo Hernandez, MD

MEMBERS

MISSION

The Santa Cruz County Medical Society administration:

Donna Odryna, Executive Director .................................................................donna@cruzmed.orgMary Champlin, Member Services Coordinator/Office [email protected]

Christie Hicks, Bookkeeper.......................................................................................christie@cruzmed.orgGeneral email........................................................................................................sccms@cruzmed.org

The Santa Cruz County Medical Society serves not only as an advocate for its physician members but for the general public as well.

Physician Referral Service: The SCCMS offers a computerized referral service to the general public and makes thousands of referrals annually from a voluntary panel of member physicians based on specialty, geographic location, board certification, Medicare acceptance, hospital affiliation, languages spoken, etc. This is a free public service.

Membership Directory: For $50 non-members can purchase the medical society’s membership directory. The pictorial directory lists all the society’s physician members along with biographical data including each physician’s medical specialty, office address, medical school and year of graduation. Members receive a free directory and may purchase additional copies for $25 each. Physician/Patient Mediation Service: The SCCMS’s Mediation Committee is able to serve as a mediator between patients and physicians by reviewing patient grievances and attempting to resolve thembefore they’ve had time to escalate into potential lawsuits. This service is offered as part of the SCCMS peer review program.

The Santa Cruz County Medical Society provides a wide variety of benefits and services to its physician members including but not limited to: legislative and regulatory representation, economic advocacy, medical review, practice management assistance, and as an information, resource for legal and employment issues.

SCCMS serves as an information resource for both its physician members and the general public. The medical society maintains data on physicians practicing in Santa Cruz County, on issues impacting the county’s health care delivery system, and as a referral source for agencies that can provide additional information.

You need it. We have it!

1975 Soquel Dr #215 Santa Cruz CA 95065-1821 P:(831)479-7226 F:(831)479-7223 E: [email protected]

Public Services

Administration

Other Services

Member Services

About theSanta Cruz County Medical Society

The Santa Cruz County Medical Society (SCCMS is a non-profit voluntary physician member and led association that represents physicians, in all modesof practice and specialties, and their patients.

A Brief History

The Santa Cruz County Medical Society was organized on December 22, 1903. In 2013 SCCMS celebrates 110 years of service to this community. According to an article in the Journal of the American Medical Association dated January 1904, the first Board of Governors & Officers included:

President Dr. Exeter P. Vaux, Santa Cruz

Vice-President Dr. Spencer C. Rodgers, Watsonville

Secretary Dr. Saxon T. Pope, Watsonville

Treasurer Dr. Ira C. Bush, Santa Cruz

CMA Delegate Dr. Saxon T. Pope, Watsonville

CMA Alternate Dr. Willis R. Congdon, Santa Cruz

Other Board members Dr. James F. Christal, Santa CruzDr. William A. Phillips, Santa CruzDr. Nat Green, Watsonville

SCCMS is a professional association of physicians that has grown from 13 members in 1903 to nearly 370 physician members who live and/or work in Santa Cruz County on the Monterey Bay.Records indicate that although the society has remained continuously active since its inception, it experienced a rebirth in the 1950’s under the leadership of William Blade, MD. In the 1960’s SCCMS partnered with the Monterey County Medical Society to share administrative staff and office space in Salinas under the leadership of Edgar Colvin, then Executive Director of SCCMS. In 2002, SCCMS operations moved back into the county using the office of Marcus Kwan, MD who served as the Executive Director until his retirement in 2011. Donna Odryna now serves as the Executive Director. Over the past decade the organization has grown to represent local physician and patient interests in partnership with the California Medical Association at the state and federal levels. SCCMSheadquarters are located in mid county at 1975 Soquel Drive, Suite 215 in Santa Cruz.

The Medical Society works collaboratively with local, regional, state and federal agencies advocating for the professional practice of medicine to ensure excellence in patient care, public health and the education and wellbeing of patients and physicians in our community.

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Roster of SCCMSBoard of GovernorsCell & Email List

Santa Cruz County Medical Society BOARD OF GOVERNORS 2014-2015

Terms are from July 1st to June 30th.

Officers: Term

President: BRIAN BRUNELLI, MDE: [email protected]

2014-2016 1661-D Soquel DriveSanta Cruz CA 95065

460-6041476-7708 Fax

President-Elect: JUAN RODRIGUEZ, MD E: [email protected]

2014-2016 1661-G Soquel DrSanta Cruz CA 95065

462-7716464-8977 Fax

Past President: JEANNINE RODEMS, MDE: [email protected]

2014-2016 15 Suncrest DrSoquel CA 95073

234-2222 Cell

462-6542 Home

Secretary/CMA Delegate Alternate: CHRIS O'GRADY, MDE: [email protected]

2014-2016 65 Nielson St #104Watsonville CA 95076

786-8595786-8557 Fax

Treasurer: PATRICK MEEHAN, MDE: [email protected]

2014-2016 115 Locust StSanta Cruz CA 95060

458-5670459-6400 Fax

Governor/CMA Delegate:

ROSALIND SHORENSTEIN, MD E: [email protected]

2014-2017 700 Frederick St #103

Santa Cruz CA 95062458-1002458-3690 Fax

JACK R. WATSON, MD E: [email protected]

2014-2016 550-A Water StreetSanta Cruz CA 95060

425-0420 425-0185 Fax

JOHN CHRISTENSEN, MD E: [email protected]

2014-2015 1555 Soquel DrSanta Cruz CA 95065

462-7730462-7593 Fax

Governor/CMA Delegate Alternate:

JOHN PESTANER, MD E: [email protected]

2014-2017 2025 Soquel AveSanta Cruz CA 95062

458-5521423-0716 Fax

W. RICHARD HENCKE, MDE: [email protected]

2014-2015 1555 Soquel DrSanta Cruz CA 95065

462-7730462-7593 Fax

GOVERNOR/AT LARGE: Term

MICHELLE SIMON, MDE: [email protected]

2014-2015 252 Green Valley RdFreedom CA 95019

722-0272722-1007 Fax

Governor/Internal Affairs:

DAWN MOTYKA, MDE: [email protected]

2014-2016 921 Mission St #5Santa Cruz CA 95060

421-0197N/A Fax

Governor/External Affairs:

DAVID BENJAMIN, MDE: [email protected]

2014-2016 160 Green Valley Rd #203Freedom CA 95019

728-4227728-0410 Fax

Public Health Officer: County of Santa Cruz Health Services Agency

LISA HERNANDEZ, MDE: [email protected]

while CHO 1080 Emeline AveSanta Cruz CA, 95060

454-4470454-4488 Fax

CMA Trustee:

DONALDO HERNANDEZ, MDE: [email protected]

2013-2016 1661-D Soquel DrSanta Cruz CA 95065

423-4111476-7708 Fax

2014-2015 CalendarMeetings &Other Events

Proposed(2014(-(2015(CalendarSanta(Cruz(County(Medical(Society

Month/Year SCCMS-Board-of-Governors SCCMS-Membership CMA-Meetings/Events

May<14 May-29-2014-<-Board-Meeting

(SCCMS(Office)

June<14Jun-26-2014-<-Annual-

Meeting/Member-Social

(Michael's(On(Main)

July<14 Jul-24-2014-<-Board-Meeting

(SCCMS(Office)

August<14

September<14 Sept-17-2014-<-Board-Meeting

(SCCMS(Office)

October<14Oct-23-2014-<-Health-Care-

Leadership-Forum/Member-Event

(Location(TBA)

November<14 Nov-20-2014-<-Board-Meeting

(SCCMS(Office)

December<14 Dec-5<7-2014-<-House-of-Delegates

(San(Diego(Marriott(Marquis)

January<15 Jan-22-2015-<-Board-Meeting

(SCCMS(Office)

February<15Feb-26-2015-<-Excellence-In-Health-

Care-Award/Member-Dinner

(Location(TBA)

March<15 Mar-26-2015-<-Board-Meeting

(SCCMS(Office)

April<15Apr-14-2015-<-Legislative-

Leadership-Day

(Sacramento)

May<15 May-28-2015-<-Board-MeetingMay-28<31-2015-<-Western-Health-

Care-Leadership-Academy

(SCCMS(Office) (SoCal(-(Location(TBA)

June<15Jun-25-2015-<-Annual-

Meeting/Member-Social

(Location(TBA)

July<15 Jul-23-2015-<-Board-Meeting

(SCCMS(Office)

August<15

September<15 Sept-24-2015-<-Board-Meeting

(SCCMS(Office)

October<15Oct-22-2014-<-Health-Care-

Leadership-Forum/Member-EventOct-16<18-2015-<-House-of-------

Delegates

(Location(TBA) (Disneyland(Hotel,(Anaheim)

November<15 Nov-19-2015-<-Board-Meeting

(SCCMS(Office)

December<15

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2014 Printfree.com Yearly Calendars 2016

Board of GovernorsBoard of GovernorsRoles andRoles and

ResponsibilitiesResponsibilities

SCCMSSCCMSGovernance andGovernance andFunctionsFunctions


Ten Basic Responsibilities ofSCCMS Board of Governors

1. Determine the Organization’s Mission and Purpose

The board is fundamentally responsible for defining the organization’s mission and what it strives to accomplish. A commitment to the organization’s mission should drive the board’s sense of public accountability. In addition to ensuring that the organization has an up-to-date mission statement of what it is, represents, and does, the board should periodically review its adequacy, accuracy, and validity. Although the board is wise to consult with the organization’s “shareholders” -- its members and staff -- when revising or updating the organization’s mission, it is ultimately the board’s responsibility to adopt it.

2. Ensure E"ective Organizational PlanningThe planning process enables the board and staff to translate the broad mission of the organization into objectives and goals that can be measured and accomplished. The conventional wisdom is that boards should insist that comprehensive organizational planning is done and done effectively.

3. Ensure Adequate Membership LevelsAn organization can only be effective if it has adequate revenues (membership dues) to meet its purposes. Building and maintaining membership in the organization assures that adequate resources are available which is first and foremost a board responsibility. Many organizations confuse the chief executive’s role with the board’s responsibility on this score, particularly when the staff includes a director of membership.

4. Manage Resources E"ectivelyAn important part of serving the public trust is protecting accumulated assets and managing current income properly. Because organizations are incorporated and granted tax-exempt status by state and federal agencies to fulfill public needs, the board’s obligations go well beyond its organization’s members and constituents. Boards traditionally exercise this responsibility by helping to develop and approve the annual budget. Indeed, this annual rite is probably one of the board’s most significant policy decisions because it sets in motion a host of programmatic, personnel, and other priorities. This responsibility should not be delegated to the board’s executive or finance committee.

1975 Soquel Dr #215 | Santa Cruz CA 95065-1821 | P:(831)479-7226 | F:(831)479-7223 | E: [email protected]

5. Determine, Monitor, and Strengthen the Organization’s Programs and ServicesThe board’s fundamental role begins with the question of whether current and proposed programs

and services are consistent with the organization’s stated mission and purposes. Given limited

resources and unlimited demands on them, the board must decide among competing priorities.

Financial and programmatic decisions should not be made independently.

6. Enhance the Organization’s Public StandingBoard members serve not only as a link between the organization’s staff or volunteers and its

members, constituents, or clients, but also as the organization’s ambassadors, advocates, and

community representatives. But government leaders, the media, and current and potential funding

sources call for an ambitious and effective public relations program to ensure a healthy and accurate

public image for the organization. Clearly articulated achievements, contributions to the public good,

and explanations for how gifts and grants and other revenue sources are allocated are all part of the

process. Written annual reports, timely and informative press releases, consistent communication

initiatives and community and government leaders, and timely speeches by appropriate board

members to civic and community groups are important elements of a comprehensive public

awareness strategy. Over the course of their tenure, board members may meet with elected officials,

testify before legislatures, court foundation program officers, speak to community groups, represent

the organization at national forums, and -- when appropriate -- be interviewed by the news media.

7. Ensure Legal and Ethical Integrity and Maintain Accountability

Nonprofit organizations have come under increased scrutiny in recent years, caused in part by a few

organizations that have failed to maintain appropriate oversight and therefore fell victim to fraud,

embezzlement, or some other breach of the public trust. The board is ultimately responsible for

ensuring adherence to legal standards and ethical norms. By being diligent in its responsibilities, the

board can protect the organization from legal action, promote a safe and ethical working

environment, and safeguard the organization’s integrity in pursuit of its mission.

8. Assess the Board’s E"ectiveness

Whether or not the board is “self-perpetuating” on its own authority, all boards have a responsibility

to articulate and make known their needs in terms of member experience, skills, influence,

demographic, and many other considerations that define a “balanced” board composition. All boards

also have responsibility to properly orient new board members and to periodically and

comprehensively assess the board’s effectiveness. But there is a related responsibility that more

boards are recognizing and acting on: the responsibility to assess the performance of individual board

members eligible for reelection or reappointment. None of these are easy matters; all are important.


9. Select the Chief ExecutiveThe responsibility of choosing the chief executive undoubtedly has the greatest impact on the organization’s development and effectiveness. While this function may also be shared with others who have a stake in the outcome, the final decision is, and should be, the board’s to make.

10. Support the Chief Executive and Assess His/Her PerformanceThe chief executive needs consistent moral and substantive support from the board. Although the primary responsibility for supporting the chief executive often falls to the board’s top elected officer, it remains a board function. Some boards have found it useful to assign the responsibility for assessing the chief executive’s performance to the executive committee.


Santa Cruz County Medical SocietyHelping physicians care for their patients and the community

Legal Duties of SCCMS BOG Members

Service as a member of the Santa Cruz County Medical Society Board of Governors requires time, effort and attention. There are fiduciary, confidentiality, and conflict of interest concerns in the fulfillment of Board duties and handling of SCCMS and Board information.

The Duty of Care: The duty of care describes the level of competence that is expected of a Board member. The most commonly expressed standard is that a Board member owes the duty of “care that an ordinarily prudent person would exercise in a like position and under similar circumstances.” A Board member is not expected to make perfect judgments. He/she can take risks, be creative, and make mistakes. This duty only requires that you exercise reasonable care in the decision-making process as a steward of the organization.

The Duty of Loyalty: The fundamental duty of loyalty owed by a Board member is to give undivided allegiance to the organization when making decisions affecting the organization. A Board member can never use information obtained as a member for personal gain. A Board member is only permitted to act in the interests of the organization.

The Duty of Obedience: The duty of obedience requires that Board members be faithful to the organization’s mission. Although Board members may exercise their own reasonable judgment concerning how the organization should best meet its mission, they are not permitted to act in a way that is inconsistent with the mission. A basis for this rule lies in the members and public’s trust that the organization will manage dues and donated funds to fulfill the organization’s mission.

1975 Soquel Drive #215 | Santa Cruz CA 95065-1821 | P: (831) 479-7226 | F: (831) 479-7223 | E: [email protected]


SCCMS Governance and Functions

Board of GovernorsThe Board of Governors are elected by the membership to set policy and provide overall leadership for the Santa Cruz County Medical Society, (SCCMS) including the mission, goals, priorities and resource allocation.Governors are elected to fill Officer, Delegate, Delegate Alternate, At-Large, designated and appointed positions. The Board ensures accountability for all resources by establishing goals, developing and executing a strategic plan, and monitoring the progress of the plan in relationship to the goals and budget. Governors act on behalf of all SCCMS members to fulfill its mission.

Executive CommitteePresident: Brian Brunelli, MDSCCMSs Executive Committee is composed of its Officers and has the authority to act for the Board of Governors between meetings and perform such other duties as may be assigned by the Board. The actions of the executive committee are reported to the SCCMS Board during regularly scheduled meetings.

Awards*Solicits recommendations and nominates members for annual awards and honors, and submit prospective recipients for approval by the Board of Governors.

Delegates and Delegate AlternatesRepresents the Santa Cruz County Medical Society in the CMA House of Delegates.

EditorialChair: Donaldo Hernandez, MDSCCMS President: Brian Brunelli, MDSCCMS Past President: Jeannine Rodems, MDManaging Editor: Donna OdrynaCopy Editor & Layout: Mary ChamplinProvides leadership in the planning, editorial and publishing of the Society's magazine Coastal Medicine and Membership Directory. May review and provide editorial support for the SCCMS website and other member communications as requested.

Finance*Treasurer: Patrick Meehan, MDTo oversee the financial issue of the Society.

External A⌧airs*Chair: David Benjamin, MDServes as the Society's liaison to legislators and to the governmental bodies which interact significantly with the delivery of medical care and the public health. Active members include SCCMS Board of Govenors and other interested SCCMS members.

1975 Soquel Drive #215 Santa Cruz CA 95065 P:(831)479-7226 F:(831)479-7223 E: [email protected]

Health Care Leadership ForumHeld annually, this forum aims to bring nationally recognized presenters to our community to present opportunities for physicians, practice managers, health care and community leaders to learn about trends and developments in the rapidly changing health care marketplace, and participate in conversations relevant to the delivery of healthcare in our community.

Internal A⌧airs*Chair: Dawn Motyka, MDOversees and directs membership outreach, recruitment, retention, and services for Society members and toexplore and develop additional services which will assist the Society's members.

Medical Economics*Investigates, responds to, and maintains information on all issues related to third-party reimbursement of society members.

Medical Review and Advisory Committee (MRAC)Chair: Tobias Yeh, MDServes as a consulting body to the attorney for the Society's group professional liability carrier by providing malpractice review and advice.

NominatingNominates one or more candidates for each elective office of the Society for election by the membership. Members of Nominating include the current, incoming and immediate past Board Presidents, and other members as appointed by the board president.

Physician Well-BeingConfidentially assists physicians with problems of substance abuse and/or mental or physical illness which impair his/her ability to practice medicine.

Practice Managers NetworkStaff: Mary ChamplinMonthly Practice/Office Manager meetings to share best practices and resources, network, and participate in practice management workshops provided periodically by the Society.

Public Health and Environmental*Works with community leaders and county health officials on health issues affecting the public health and the environment. Current priorities include: Partnerships with the Health Improvement Partnership of SantaCruz County, Emergency Management Council, and Emergency Medical Care Commission and service to the community through the SCCMS Health Care Lyceum.

-uality Assurance, Conduct and Ethics*This peer review committee handles complaints filed by patients against physicians as well as physician against physician. The committee may periodically review and publish opinions regarding questions of conduct and ethics. This committee also provides other peer review services as requested which have included Jail QA Advisory.

*Identifies the areas for which the Board of Governors serves as a Committee of the Whole

Updated 5/29/14


Engagement: Local, Regional, StateCalifornia Medical Association (CMA)Board of TrusteesTrustee: Donaldo Hernandez, MD, District VIITo represent the collective interests of the Monterey, Santa Cruz and San Benito County Medical Societies within District 7 in the CMA.

CruzMed Foundation, Inc.President: Jeannine Rodems, MDCruzMed Foundation (CMF) is a collaborative community & physician-led 501c3 public benefit corporationformed under the direction and support of the Santa Cruz County Medical Society to act as the philan-thropic arm of the Society. Its mission is to help people and our community be healthier, safe, and resilient, and be a leader in fostering and supporting careers in healthcare. Projects of CMF include Careers in HealthCare Scholarships and Mentorships, the MESA Schools Program, the 5210+ Project, and support of the Santa Cruz County Medical Reserve Corps. For more information: www.CruzMedFoundation.org.

Emergency Management Council (EMC)SCCMS Representative: David McNutt, MDSCCMRC Representative: Donna Odryna

Emergency Medical Care Commission (EMCC)Representative: Marc Yellin, MD

Go For Health Collaborative Steering and 5210+Representative: Donna Odryna

Health Improvement Partnership (HIP)Council Representative: Brian Brunelli, MDBoard Member: Donna Odryna

Hospital Emergency Preparedness Committee (HEPC)Representative: Mary Champlin

NORCAP Advisory CouncilRepresentative: Rosalind Shorenstein, MDNORCAP exists to assure that physicians have affordable and reliable medical malpractice insurance; provide effective peer review for NORCAL through the Medical Review Advisory Committees (MRAC).

Santa Cruz County Medical Reserve Corps (SCCMRC)Advisory Board Chair: Fire Chief Jeff TerpstraSponsored by the Society since its inception in 2005, the SCCMRC continues to be a critical service and partner with the County Health Services Department. In partnership with CruzMed Foundation which assumed sponsorship responsibilities in 2013, this volunteer network of local medical and public health professionals is integrated into established community emergency systems in order to provide assistance during public health emergencies and disasters and is available to provide mutual aide to other communities when called upon. SCCMRC supports public health through surge capacity, education, and screening services for the community.


A(liatedOrganizations

Endorsements &Principles

Santa Cruz County Medical SocietyHelping physicians care for their patients and their community

AFFILIATED ORGANIZATIONS

CRUZMED FOUNDATION, Inc.CruzMed Foundation (CMF) is a collaborative community and physician-led 501c3 public benefit corporation formed under the direction and support of the Santa Cruz County Medical Society to act as the philanthropic arm of the SCCMS. CMF acts as a bridge linking physicians and other medical and public health professionals to the community through the works of the foundation. Go to www.cruzmedfoundation.org for more information.

CALIFORNIA MEDICAL ASSOCIATIONThe SCCMS is a local chapter of the California Medical Association (CMA). All members ofthe SCCMS are required to be members of the CMA and vice versa. The CMA represents the interests of local physicians at the state level with the state legislature and various governmental agencies. CMA is also very active in advocating on behalf of those physicians who contract with managed care organizations. Dues for Active Members in the CMA are $590 each year.

The CMA is governed by its House of Delegates. The SCCMS is allotted one delegate seat and one alternate seat in the CMA House and then another seat (both delegate and alternate)for every 100 CMA members in Santa Cruz County. The CMA House of Delegates meets once a year, usually in March. The SCCMS is currently represented by four delegates and four alternates.

CALPACThe California Medical Political Action Committee (CALPAC) evaluates candidates and contributes to those supportive of the policies and positions of organized medicine. The primary goal of CALPAC is to gain access to legislative leaders and policy-makers so that medicine’s message will be heard. In the society’s CMA dues billing physicians are given an opportunity to make a voluntary contribution to CALPAC. Our SCCMS Legislative Outreach Committee serves as the local liaison with CALPAC.

1975 Soquel Drive #215 Santa Cruz CA 95065 P:(831) 479-7226 F:(831) 479-7223 E: [email protected]

NORTHERN CALIFORNIA PHYSICIANS COUNCILThe SCCMS is a part of the Northern California Physicians Council (NORCAP), a

nonprofit medical care foundation formed in response to the California malpractice crisis of

1975. SCCMS has an official representative who, along with the Executive Director, attends

biannual meetings.

AMERICAN MEDICAL ASSOCIATIONLocal physicians are represented at the national level by the American Medical Association

(AMA). Though membership in the AMA is not required to be a member of the SCCMS/

CMA, it is strongly encouraged. Together, the SCCMS, CMA and AMA make up what is

referred to as the “Federation of Medicine”. Dues for Active Members in the AMA are

$420 each year.

The AMA is governed by its House of Delegates. The CMA is allotted one delegate seat

and one alternate seat in the AMA House and then another seat (both delegate and alternate)

for every 1,000 AMA members in the state of California. The AMA House of Delegates

meets twice a year; its annual meeting is held in June and its interim meeting is held in

December.

1975 Soquel Drive #215 Santa Cruz CA 95065 P:(831) 479-7226 F:(831) 479-7223 E: [email protected]


2014–2015 ENDORSEMENTS

NORCAL Mutual Insurance Company

NORCAL Mutual Insurance Company is a professional liability carrier insuring 124 members of the Santa Cruz County Medical Society. With this endorsement, the medical society provides peer review of NORCAL-insured physicians through its Medical Review & Advisory Committee.

The medical society is paid an administration fee which is based on a percentage of the premiums paid by NORCAL-insured Santa Cruz County physicians. The medical society will earn approximately $20,000 this fiscal year from the program.

Marsh A"nity Group

Since 1993 Seabury & Smith, as a part of the Marsh Affinity Group, has been the medical society's exclusive insurance broker with respect to the Long-Term Disability, Worker's Compensation, Equipment Protection Plus, Accidental Death and Dismemberment, Non-Cancelable Disability, Universal Life, Business Overhead Expense, Dental and Longer-Term Care programs.

With this endorsement, the Medical Society is paid an administrative fee which is based on a percentage of the premiums by Seabury & Smith-insured Santa Cruz physicians. Approximately 11 SCCMS members are insured by Seabury & Smith for which the Medical Society annually earns $175 to $250.

1975 Soquel Drive #215 Santa Cruz CA 95065 P:(831) 479-7226 F: (831) 479-7223 E: [email protected]


Endorsement Principles

The Santa Cruz County Medical Society (SCCMS) has adopted the following eight principles thatshall be considered the society’s endorsement policy.

1. The Board of Governors has the exclusive right to endorse a product or service on behalf of the Santa Cruz County Medical Society.

2. All endorsed products and services must provide some benefit to the Santa Cruz County Medical Society and/or its members.

3. The SCCMS will endorse products and services in order to support activities that will further the Association’s core purpose of promoting the art and science of medicine and the betterment of public health.

4. Any proposed arrangements must be reviewed and approved by the SCCMS Board of Governors to ensure that acceptance of such funds would have no potential influence on SCCMS’s programs or policies or conflict with the association’s goals.

5. The SCCMS will accept funds or royalties from a corporation only if acceptance does not pose a conflict of interest and in no way impacts the objectivity of the society, its members, activities, programs or employees.

6. SCCMS endorsement activities will be reported regularly as part of the society’s financial reporting to the Board of Governors.

7. The SCCMS will retain editorial control over any information produced as part of an endorsement arrangement. In every case, all materials in print, broadcast or electronic media prepared by the corporate entity must be submitted to the SCCMS for approval in writing prior to release.

8. The SCCMS does not endorse products or services produced by other companies and marketed to consumers unless approved by the Board of Governors.

1975 Soquel Drive #215 Santa Cruz CA 95065 P:(831) 479-7226 F: (831) 479-7223 E: [email protected]

SCCMS Bylaws

Mary Champlin

As revised by 2014 ballot result.

Bylaws

Santa Cruz CountyMedical Society

1999

Amended and Adopted July 1999. Revised 2014.

SUBJECT

PAGE

ARTICLE 1

Name 3

ARTICLE 2

Purposes and Organization 3

ARTICLE 3

Offices 3

ARTICLE 4

Charter from the CMA 3

ARTICLE 5

Membership 3

5.01 Qualifications 3

5.02 Classes of Membership 4

5.03 Active Membership 4

5.04 Associate Membership 4

5.05 Affiliate Membership 4

5.06 Probationary Membership 4

5.07 Retired Membership 5

5.08 Honorary Membership 5

5.09 Provisional Membership 5

5.10 Inactive Membership 5

5.11 Rights of Members 6

5.12 Method of Admission 6

5.13 Transfer of Membership 7

5.14 Resignation of Membership 7

5.15 Disciplinary Procedures 7

ARTICLE 6

Dues and Assessments 8

6.01 Payment of Dues 8

6.02 Delinquency Notification 8

6.03 Refunds on Dues 9

6.04 Reinstatement 9

ARTICLE 7

Meetings 9

7.01 General Membership Meetings 9

7.02 Special Membership Meetings 9

7.03 Annual Meeting 9

7.04 Quorum 9

ARTICLE 8

Board of Governors 10

8.01 Composition 10

8.02 Term of Office 10

8.03 Eligibility for Re-Election 10

8.04 Non-Attendance 10

8.05 Powers of the Board 10

8.06 Meetings 11

8.07 Quorum and Minutes 12

8.08 Appeal of Board Action 12

SUBJECT

PAGE

ARTICLE 9

Officers 12

9.01 Duties of President 12

9.02 Duties of President-Elect 12

9.03 Duties of Secretary 13

9.04 Duties of Treasurer 14

ARTICLE 10

Executive Committee 14

10.01 Members 14

10.02 Meetings 15

10.03 Duties 15

10.04 Records 15

ARTICLE 11

Delegates and Alternates to CMA15

11.01 Duties 15

11.02 Selection 15

ARTICLE 12

CMA District Trustee 16

12.01 Duties 16

12.02 Term 16

12.03 Election 16

ARTICLE 13

Resignation and Removal 17

13.01 Resignation 17

13.02 Removal without Cause 17

13.03 Removal for Cause 18

ARTICLE 14

Vacancies in Office 18

14.01 General 18

14.02 President 18

14.03 President-Elect 18

14.04 President and President-Elect 19

14.05 Secretary 19

14.06 Treasurer 19

14.07 Governors 19

14.08 Delegates and Alternates 19

ARTICLE 15

Elections 19

15.01 Conduct of Elections 19

15.02 Nominations 20

15.03 Official Ballot 20

15.04 Procedure for Voting 20

15.05 Restrictions on Voting 20

15.06 Procedure to Count the Votes 21

15.07 Election of Candidates 21

15.08 Election Results 21

SUBJECT

PAGE

ARTICLE 16

Committees 21

16.01 General 21

ARTICLE 17

Standing Committees 21

17.01 Credentials Committee 21

17.02 Nominations Committee 22

17.03 Judicial Council 22

ARTICLE 18

Society Property 22

ARTICLE 19

Amendments 22

19.01 By Board 22

19.02 By Members 23

19.03 High Vote Requirement 23

ARTICLE 20

Parliamentary Rules 23

20.01 Rules of Order 23

20.02 Indemnification 24

20.03 Insurance 24

ARTICLE 21

Records and Reports 24

21.01 Maintenance of Records 24

21.02 Inspection of Bylaws 24

21.03 Inspection by Governors 24

21.04 Members’ Inspection Rights 24

21.05 Annual Report 25

ARTICLE 22

Society Calendar 25

ARTICLE 23

Previous Bylaws 25

Amended and Adopted, July 1999Revisions to Article 8, July 2014

Amended and Adopted July 1999. Revised 2014 Page 1


Mary Champlin

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Mary Champlin

Mary Champlin

Mary Champlin

ARTICLE 1 NAME

The name of this organization shall be the Santa Cruz County Medical Society, hereinafter referred to as the “Society” or “SCCMS”.

ARTICLE 2 PURPOSES AND ORGANIZATION

The purpose of this Society is to promote the science and art of medicine, the care and well-being of patients, the protection of the public health, and the betterment of the medical profession; to cooperate with organizations of like purposes; and to unite with similar societies in the state of California as component societies of the California Medical Association (hereinafter referred to as “CMA”).

ARTICLE 3 OFFICES

The principal office and any other office of the Society shall be located in Santa Cruz County and/or Monterey County. The Board of Directors shall fix the precise location of the principal office by resolution and may establish other offices.

ARTICLE 4 CHARTER FROM THE CALIFORNIA MEDICAL ASSOCIATION

(“CMA”)

SCCMS shall operate as a component society under charter of the California Medical Association, and all the provisions of the Articles and Bylaws of CMA in force at the time of the adoption of these Bylaws, together with all amendments to either the Articles or Bylaws of the CMA thereafter adopted, shall, so far as applicable, be an integral part of the Bylaws adopted by this Society. In the event the bylaws or any provision of the Bylaws adopted by this Society conflict with the Articles and Bylaws of the CMA, the articles and Bylaws of the CMA shall prevail.

ARTICLE 5 MEMBERSHIP

Section 5.01 QUALIFICATIONSThis Society shall be the sole judge of the moral, ethical, and professional qualifications requisite for admission to, or continuation of, any kind of membership in this Society. Membership shall not, however, be denied or abridged on account of sex, creed, race, ethnic origin, national origin, age, disability or sexual orientation.

Members of the Society shall agree to follow the rules governing professional conduct in the practice of their profession which shall be consistent with those promulgated by the American Medical Association, the California Medical Association, and those locally adopted by the Santa Cruz County Medical Society.

The term “physician” whenever used, includes both Doctors of Medicine and Doctors of Osteopathy.


Section 5.02 CLASSES OF MEMBERSHIP The membership classes of this Society shall consist of Active, Associate, Affiliate, Provisional, Probationary, Semi-Retired, Retired, Honorary, and Inactive.

Section 5.03 ACTIVE MEMBERSHIP

To be eligible for election to Active Membership of this Society, an applicant must be practicing or residing in Santa Cruz County and must hold the degree of Doctor of Medicine or Doctor of Osteopathy issued to him or her by an institution of learning accredited at the time of issuance of suchdegree by the Medical Board of California. The physician must hold an unrevoked and unsuspended license to practice medicine and surgery issued to him or her by the Medical Board of California. The physician must be of good moral and professional character and must not support, nor practice, nor claim to practice, any exclusive or sectarian system of medicine. The physician must subscribe to the principles of medical ethics of the American Medical Association and to such as may from time to time be adopted by the California Medical Association and by this Society as the proper authority to interpret any doubtful points of ethics.

Applicants must have practiced or resided in Santa Cruz County not less than three months preceding his or her election.

Section 5.04 ASSOCIATE MEMBERSHIP

To be eligible for election to Associate Membership in the society, an applicant must meet all the qualifications necessary for Active Membership, and, in addition, be engaged in full-time salaried employment in schools, public health, county or state hospitals, career governmental service, research, or similar type employment as interpreted by the Credentials Committee. Associate Members shall have all the rights and privileges of Active Members except the right to vote and hold any elective office, and they shall have no right of title to any property of this Society.

Section 5.05 AFFILIATE MEMBERSHIP

A physician who is an active member of another CMA-chartered county medical society in the state ofCalifornia shall be eligible for Affiliate Membership. The three-month residency and/or practice requirement shall be waived. The dues for this class of membership shall be set annually by the Boardof Governors. Termination of Affiliate Membership shall occur when the individual no longer is an active member of another CMA-chartered county medical society.

Section 5.06 PROBATIONARY MEMBERSHIP To be eligible for Probationary Membership in the Society, an applicant must meet all qualifications ofan eligible Active or Provisional Member except that the applicant’s or member’s license to practice medicine or surgery is subject to conditions or probation imposed by the Medical Board of California or Board of Osteopathic Examiners of the State of California.


Section 5.07 RETIRED MEMBERSHIP

The Board of Governors may, upon application of the member, elect to Retired Membership an Active or Associate Member who has ceased the practice of medicine to the extent and for reasons satisfactory to the Board of Governors and who has been an Active Member of the Society for at leastone year, or an Associate Member for at least three years, prior to the election and who has paid dues for the current or immediately preceding year. Retired Membership shall endure as long as the RetiredMember does not engage in the full-time practice of medicine; but in the event that such Retired Member resumes active full-time practice of medicine, such resumption shall automatically terminate Retired Membership and reestablish Active or Associate Membership, after payment of dues. The Secretary shall forward data on such membership changes to the office of the California Medical Association.

Section 5.08 HONORARY MEMBERSHIP

A person distinguished for his or her services or attainments as a physician or in the field of public health or for research or other scientific work contributing to medicine or in the field of medical service, upon recommendation of the Board of Governors, may be elected an Honorary Member at a regular meeting of the Board of Governors. A two-thirds (2/3) vote of the Board of Governors attending shall be required for election.

Active Members of the Society who have reached the age of 65 years, having been Active Members thereof for ten (10) or more consecutive years, may apply for and be granted Honorary Membership.

Honorary Members shall pay no dues to the Society.

Section 5.09 PROVISIONAL MEMBERSHIP

To be eligible for Provisional Membership in the Society, an applicant must possess all the qualifications necessary for Active Membership, have submitted his or her completed membership application, paid an application fee and have not yet been elected to membership.

Section 5.10 INACTIVE MEMBERSHIP (LEAVES OF ABSENCE)

The Board of Governors may elect as Inactive any member in good standing who leaves his or her practice for a period of six or more months to engage in postgraduate study, active military service or who leaves his or her practice by reason of protracted illness and/or for whom payment of dues would be a hardship. Inactive Membership status shall not be granted for more than one year, but may be renewed upon request.

During such leaves, dues may be reduced or waived by the Board of Governors. The Secretary shall inform the California Medical Association of this action in accordance with the Constitution of that Association. Upon returning to practice within the jurisdiction of this Society, the member shall notify the Secretary of his or her return and shall be assessed dues for the year of return in proportion,prorated as to the number of months of the calendar year remaining, and shall be restored to Active Membership with payment of such assessment.


Section 5.11 RIGHTS OF MEMBERS

Only Active Members of the Society are entitled to vote, hold elective office or have any title to property of the Society. The right to vote, hold elective office and the right to have any title to property does not extend to any other membership class. All members of the Society shall, regardless of membership class, have the right to be appointed to committees as voting members.

All members have the right to attend the Society’s general membership meetings, to receive publications of the Society at such rates as the Board of Governors may determine, and to receive publications of the California Medical Association at such rates as its Board of Trustees may determine.

Section 5.12 METHOD OF ADMISSION TO MEMBERSHIP

Any person wishing to become a member of this Society shall make application in writing on an application form provided by the Society for that purpose. The applicant shall specify the class of membership desired and shall be required to provide all information deemed pertinent by the Society.

The applicant must agree that if elected to membership, he or she will be bound by the Articles and Bylaws of the Society and of the California Medical Association.

Upon receipt of a completed application and payment of dues, a Provisional Membership may be tendered. If the applicant is not on the medical staff of a Joint Commission-approved hospital locatedin Santa Cruz County, an application fee may be assessed.

The application shall be referred by the chair of the Credentials Committee who shall investigate the character, background, status with other medical societies or associations, present status, etc., and shallreport on these findings to the Board of Governors, with recommendation, at the appropriate regular meeting of the Board of Governors.

Objections to the admission of any candidate shall be referred to the Credentials Committee.

Following review by the Credentials Committee, if deemed necessary, or confirmation of staff eligibility by a joint commission-approved hospital located in Santa Cruz County, the Board of Governors may act on the recommendation of the Credentials Committee. The Board may vote for admission, deferral, or proposed rejection as outlined in the bylaws of the California Medical Association.

Election to membership shall be by secret ballot of the Board of Governors and require a two-thirds (2/3) affirmative vote of the Board members present. The application of any rejected applicant will automatically be referred to the membership for their action within ninety (90) days. A majority vote of Active Members present at a regular meeting of the Society will elect the applicant to membership. Written ballot shall be held if requested by any voting member.

In the event of a final adverse decision regarding admission, any pre-paid membership dues will be returned.

An applicant who has received a final adverse decision regarding admission, or who withdrew the application for membership following a proposed rejection, shall not be eligible to reapply for society


membership for a period of five (5) years from the date of the final decision or withdrawal of

application. Any such reapplication shall be processed as an initial application and the applicant shall

submit such additional information as may be required to demonstrate that the basis for earlier

adverse decision no longer exists.

Once elected by the Board of Governors, an applicant’s membership shall become effective and a

member shall be in good standing, upon payment of dues in the class of membership in which he or

she is applying.

Section 5.13 TRANSFER FROM OTHER COUNTY MEDICAL SOCIETIES

The procedure for transferring membership to this Society from another county medical society shall

be determined in the Bylaws of the California Medical Association.

Section 5.14 RESIGNATION OF MEMBERSHIP

Any member in good standing may resign by filing with the Secretary a written resignation which will

be accepted by the Board of Governors only after all indebtedness of said member to the Society has

been paid to date of filing his or her resignation. Re-establishment of membership shall be as in these

Bylaws, Article 5, Section 12.

Section 5.15 DISCIPLINARY PROCEDURES

The Society shall follow the disciplinary procedures mandated by the Bylaws of the California Medical

Association. Disciplinary action may include censure, suspension, probation, expulsion or a

combination thereof.

A. The Society, for good cause, may terminate, suspend, place on probation, or otherwise

censure any member in accordance with the bylaws of the California Medical Association.

Good cause warranting adverse action shall include: (1) violation of any of the provisions

of these Bylaws; (2) failure to comply with a request by, cooperate with, or appear before

any committee of the Board of Governors after reasonable notice; (3) violation of any

of the principles of medical ethics of the American Medical Association; (4) being adjudged

guilty by this Society of gross misconduct as a physician or citizen or as practicing medicine in

a manner not commensurate with the standard of the medical profession of this community;

or (5) being adjudged guilty of a criminal offense.

Members after the expiration of five (5) years from the date of expulsion from membership or

(3) years from the date the member resigns following issuance of format changes, application

may be made to the Society in the same manner as original applicants.

B. Failure to Pay Dues and Special Assessments

If the annual assessment of the dues payable to this Society, or to the California Medical

Association by any member of this Society, are not paid in full on or before the designated

payment dates, such member shall automatically lose his or her membership in this Society as

of the date of delinquency. To avoid the automatic termination of membership, Society dues


must be paid within three months of the beginning of its membership year and CMA dues must be paid within three months of the beginning of its membership year.Upon application, the Board of Governors may grant the privilege of installment payments provided that the portion paid represents no more than sixty (60) days arrears with respect to the earned portion of the dues.

C. Revocation of Physician and Surgeon Certificate

Any member, whose license to practice medicine and surgery in the State of California, is revoked or suspended, shall upon receipt of written evidence of such revocation or suspensionby the Secretary of the Society, thereupon cease to be a member of this Society.

Whenever a former member’s license to practice medicine is reinstated by the Medical Board of California or the Board of Osteopathic Examiners following a revocation of a member’s license, that former member may reapply after one (1) year from the date of reinstatement, in the same manner as a new applicant.

ARTICLE 6 DUES AND ASSESSMENTS

The annual dues for each class membership in the Society shall be fixed by the Board of Governors each year.

The Board of Governors may, when in their judgment the best interests of the Society demand it, recommend an assessment on each Active Member. Special assessments may be levied only after approval by written ballot by the majority of the voting membership in good standing.

Section 6.01 PAYMENT OF DUES

A. Annual dues of this Society shall be due and payable on the first day of the fiscal year or on or before the dates fixed by the Board of Governors for the payment of installments in instances where installment privileges have been granted by the Board of Governors under provisions of Article 5, Section 5.15, Paragraph (B) of these Bylaws.

B. The annual dues for each class of membership in the California Medical shall be due and payable on the date fixed by the CMA Board of Trustees.

C. Applicants for membership when elected shall pay annual dues prorated for the month of election; except that dues payable to the California Medical Association shall be as directed in the Bylaws of the California Medical Association.

Section 6.02 DELINQUENCY NOTIFICATION

Any member, when he or she becomes delinquent in paying dues or assessments, shall be notified by mail at his or her last known address by the Secretary that he or she is no longer in good standing or entitled to the rights, privileges, or benefits of membership in the Society.


Section 6.03 REFUNDS ON DUES

Upon written request, the Board of Governors may grant a pro-rated refund of dues to those physicians whose membership was terminated.

Section 6.04 REINSTATEMENT

A member who is not in good standing because of non-payment of dues or special assessments may be reinstated at any time during the fiscal year by an affirmative vote of five (5) of the Board of Governors and by payment of his or her indebtedness including a ten-percent (10%) penalty assessment to the Society. If dues are paid in a timely manner, the member may be automatically reinstated to membership. If said indebtedness remains unpaid at the end of the calendar year, membership can only be re-obtained by re-application under procedures of Article 5, Section 5.12 of these Bylaws.

ARTICLE 7 MEETINGS

Section 7.01 GENERAL MEMBERSHIP MEETINGS

The Society shall endeavor to hold at least three general membership meetings per year at such time and place as the Board of Governors may determine. Dates of the general meetings shall be established at the Board’s first meeting of the new year.

Section 7.02 SPECIAL MEETINGS

Special meetings of the Society may be called at any time by the President, the Board of Governors, oron the written request of at least five percent (5%) of the active members of the Society. Business at special meetings shall be limited to agenda items only. Notice of any special meeting shall be given at least ten (10) days prior to the meeting and shall state the business to be transacted and the time and place for the meeting. Additional notice requirements shall be as set forth in Section 7511 of the California Nonprofit Mutual Benefit Corporation Law.

Section 7.03 ANNUAL MEETING

The Annual Meeting of the Society shall include the election results and introduction of the officers, directors, and delegates of the Society.

At or before the Annual Meeting of the Society all Standing Committees shall submit written summaryreports to the President, who shall deliver them to the Secretary for filing.

Section 7.04 QUORUM

The presence in person of five (5) percent of the Active Members of the Society shall constitute a quorum for the transaction of regular agenda business at any regular or special meeting of the Society. The presence in person of one-third ( 1/3) of the active members of the Society shall constitute a


quorum for the transaction of non-agenda items of business at any regular meeting of the Society. A

majority of those present shall decide all questions presented. Additional quorum requirements shall

be as set forth in Section 7512 of the California Nonprofit Mutual Benefit Corporation Law.

ARTICLE 8 BOARD OF GOVERNORS

Section 8.01 COMPOSITION

The Board of Governors shall consist of ten elected Governors, the President, President-Elect,

Secretary, Treasurer and the immediate past President. The President shall serve as ex-officio to the

House of Delegates, the President-Elect, two of the remaining three officer positions, and five

Governors shall serve as a Delegate or Alternate to the California Medical Association. There shall be

two Governors serving in the roles of Internal Affairs and External Affairs, one Governor shall be the

Santa Cruz County Health Officer, one Governor shall be the District CMA trustee, if filled by an

SCCMS member, and there shall be one At-Large Governor who will serve a one-year term which

shall expire annually on the first day of the official year following their appointment.

Section 8.02 TERM OF OFFICE

The term of office for an elected Governor shall be one (1), two (2), or three (3) years or until a

successor shall qualify. At least one-third (1/3) of the elected Governors shall be elected annually.

The duly elected Governors shall assume office on the first day of the official year following their

election.

Section 8.03 ELIGIBILITY FOR RE-ELECTION

An elected Governor who has served three (3) terms of office shall not be eligible for such office

again until one year has elapsed from the date of termination of said term.

Section 8.04 DISQUALIFICATION FOR NON-ATTENDANCE

The Board may declare vacant the office of any Board Member who is absent from three consecutive

regular meetings, without an excuse satisfactory to the Board of Governors. Such vacancies shall be

filled pursuant to Article XIV.

Section 8.05 POWERS OF THE BOARD

Subject to the provisions of this constitution and these Bylaws, the Board of Governors shall be

vested with full and complete power and authority to manage, control, use, invest, reinvest, lease,

make contracts in respect of and concerning, convey, give grant, transfer mortgage, convey in trust,

sell, or otherwise dispose of all property and assets of whatever kind or nature owned by the Society

and also shall be vested with full and complete power and authority to do and perform all acts and to

conduct all the work and activities of the society in fulfilling the purposes thereof. No more than one-

third (1/3) of the unbudgeted reserve funds may be committed without membership approval. In


addition, the Board of Governors may investigate and consider any matter of concern to the Society.

The Board of Governors shall also formulate rules governing the expenditures of monies to meet the necessary expenses and fixed charges of the society, and shall consider and approve a budget for each forthcoming fiscal year. No person or persons shall expend or use for any purpose, any monies belonging to the Society or incur any indebtedness on the part of the Society without specific approvalof said Board.The Board of Governors shall have the authority to employ an Executive Secretary and such other persons as deemed necessary to properly conduct the affairs of the Society.

The Executive Secretary shall as necessary, attend all general membership meetings, and meetings of all Standing Committees and of the Board of Governors, and shall discharge such other duties as may

be delegated by the Board of Governors or the Society. The Executive Secretary shall be required to give bond, the cost of which will be paid by the Society.

The salary of the Executive Secretary of the Society shall be fixed by the Board of Governors.

The actions of the Board of Governors shall be published and submitted to the members for their information.

Section 8.06 MEETINGS OF THE BOARD OF GOVERNORS

The Board of Governors shall designate the times and places of its regular meetings. Due notice of time and place of each meeting shall be sent by the Secretary to each Governor and ex-officio memberof the Board. Any member of the Society in good standing shall have the privilege of attending a meeting of the Board of Governors, at a time set by it, at which he or she may present any matter of interest to the Society. Members may have a voice but not a vote in the Board of Governors proceedings.

Special meetings of the Board of Governors may be called at any time by the President, and shall be called by the President on the written request of any three (3) Governors. This request shall be filed with the Secretary. At least three (3) days written notice of the time and place of all such meetings shall be given by the Secretary to each Governor and ex-officio member of the Board by mail, and such notice shall state the nature of the business to be considered at the meeting and no other business shall be transacted.

Special meetings of the Board may be held at any place within the jurisdiction of the Santa Cruz County Medical Society. Permission to waive the three day written notice requirement can be done bya two-thirds (2/3) affirmative phone poll vote of the Board of Governors.

Any action required or permitted to be taken by the Board of Governors may be taken without a meeting, if all members of the Board of Governors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Governors.


Section 8.07 QUORUM AND MINUTES

A majority of the members of the Board of Governors shall constitute a quorum. Then a majority of those present shall decide all questions presented except as otherwise provided in these Bylaws. Or, if one-third of the Board of Governors is present and in agreement, they shall decide all questions presented except as otherwise provided in these Bylaws. All acts and proceedings of the Board of Governors shall be recorded by the Secretary in a minute book and shall be submitted to the Board ofGovernors for approval at its next regular meeting.

Section 8.08 APPEAL OF BOARD ACTION

Any three or more Governors may file with the Secretary within five (5) days from and after the date of passage and adoption of any action or resolution by the Board of Governors, a written request for areferendum on the proposition, question, or matter. The action or resolution in question shall not become operative or go into effect until approved by referendum and shall be rescinded if not approved by referendum.

ARTICLE 9 OFFICERS

The officers of this Society shall be President, President-Elect, Secretary, and Treasurer. The officers shall be elected by majority vote of the members voting for that office at the regular annual election of the Society. All officers shall serve for a term of one year, or until their successors are installed.

Section 9.01 DUTIES OF PRESIDENT

The President shall be the chief executive officer of the society, and as such shall carry out the expressed will of the Board of Governors of the Society in all matters not in conflict with the Constitution and Bylaws of the Society. The President shall preside at all general meetings of the Society and all meetings of the Board of Governors and the Executive Committee. The President shall appoint committees as provided in these Bylaws and may propose candidates for the judicial council for the consideration by the Board of Governors. The President shall be a member ex-officio of all committees, except committees primarily engaged in individual peer review or which are exclusively judicial in function.

The President shall perform such other duties as custom and parliamentary usage may require or the Board of Governors may direct.

At the expiration of his or her Presidential term of office, he or she shall become an Active Member of the Board of Governors for one year.

The President-Elect shall assume the office of the Presidency on the first day of the official year and shall serve as President for the term of one year thereafter or until a successor assumes office.

Section 9.02 DUTIES OF THE PRESIDENT-ELECT

The President-elect shall assist the President in the discharge of the President’s duties and shall act for


the President if the President is absent or disabled. At the conclusion of the President-Elect’s term of office, the President-Elect shall succeed to the Presidency. The President-Elect shall be an ex-officio member of all committees of the Society, except committees primarily engaged in individual peer review or which are exclusively judicial in function.

The President-Elect shall assume office on the first day of the official year, the usual term of office being for one year.

In the event of the President’s death, resignation, or removal, the President-Elect shall succeed to the office of the President for the unexpired term and for the term of one year thereafter.

Section 9.03 DUTIES OF SECRETARY

The Secretary shall:

A. Assume office on the first day of the official year and shall serve for a period of one year, or until his or her successor assumes office.

B. Attend all business meetings of the Society and the Board of Governors and of the Executive Committee and shall keep or cause to be kept minutes of their respective proceedings in a book provided for such purposes.

C. Be responsible for all of the duties specified under the various provisions of this section, but these may be delegated with the consent of the Board of Governors to the Executive Secretary, and/or staff.

D. Be the custodian of all the records and papers of the Society and shall maintain them in proper files for easy reference.

E. Keep an accurate roll of all members of the Society including their office and residence addresses and make prompt note of all changes and status of members and give their proper notification of such changes when required by the Constitution or Bylaws.

F. Keep the records and promptly make all of the reports to the Secretary of the California Medical Association which are and may be required by the Constitution or Bylaws of that association.

G. Carry on, under the direction of the President, the Board of Governors, and the Executive Committee, and as provided in the Constitution and Bylaws, all business and correspondence of the Society.

H. Give all notices and do all those acts required by the Constitution and Bylaws of this Society and of the California Medical Association, or ordered by the Society, its Board of Governors, or Executive Committee, or as required by law, and serve as chair of the Credentials Committee.


Section 9.04 DUTIES OF THE TREASURER

The Treasurer shall:

A. Be responsible for the accounting of all monies received by the society and deposit all monies in such investment vehicles as shall be designated by the Board of Governors as depositories of the Society or make such other disposition of the funds as shall be ordered by the Board of Governors.

B. Keep or cause to be kept accurate and correct books and records of account; and

C. Perform such other duties as the Board of Governors may direct.

D. Prepare or cause to be prepared an Annual Report not later than 120 days after the close of the Society’s fiscal year. The contents of the Annual Report shall contain the minimum requirements set forth in Section 8321 of the California Nonprofit Mutual Benefit Corpor- ation Law. This report shall be read to the membership at the annual meeting of the Society. The Treasurer shall make other reports in writing as the Board of Governors may request.

E. Give all notices and do all those acts required by the Constitution and Bylaws of this Society and of the CMA, or ordered by the Society, its Board of Governors or Executive Committee, or as required by law.

F. At the end of his or her term, or on vacating his or her office, deliver to his or her successor all moneys, books, papers, or other property belonging to the Society which may be in his or her possession or for which he or she may be responsible but, only after the incoming Treasurer has been definitely bonded. When an audit has been made by a firm of qualified auditors to the satisfaction of the Board of Governors he or she shall give an official statement to that effect.

G. Remit to the Secretary of the CMA, at least once each month, the proper proportion of the annual assessment of dues to that association then due from all members, new members, or members in arrears from whom the Society has received payment since its last previous similarremittance. The Treasurer shall submit his or her accounts to such examination as may be required by the Board of Governors, and at least once each year his books and accounts shall be examined and audited as designated by the Board of Governors.

H. File with the Board of Governors, on or before assuming the duties of his or her office, a bond in amount to be determined by the Board of Governors, and given by a qualified surety company, the fee for such bond to be paid by the Society. It shall be the duty of the Board of Governors to see that such a bond is in effect upon the Treasurer taking over the monies fromthe former Treasurer.

ARTICLE 10 EXECUTIVE COMMITTEE

Section 10.01 MEMBERS

The Executive Committee of the Board of Governors shall consist of the President, President-Elect, Secretary and Treasurer and the immediate Past President.


The President shall be the Chair of the Executive Committee and the Secretary shall be the Secretary thereof. In the absence of the President or the Secretary, the President-Elect shall fulfill the duties of the absent member.

Section 10.02 MEETINGS

The Executive Committee shall meet on call of the President, or in his/her absence, on call of the President-Elect; and three (3) members thereof shall constitute a quorum. All members of the Exec-utive Committee shall be notified of any and all meetings of the committee prior to each meeting.

Section 10.03 DUTIES

The Executive Committee shall act for and on behalf of the Board of Governors in the transaction of the business of the Society in the intervals between the meetings of the Board. It shall have such advisory powers and such other duties as the Board of Governors shall from time to time determine.

Section 10.04 RECORDS

All the acts and proceedings of the Executive Committee shall be recorded by the Secretary and shall require ratification and approval by the Board of Governors except in matters of great urgency when action by the Executive Committee is required.

ARTICLE 11 DELEGATES AND ALTERNATES TO THE CMA


Delegates to the CMA shall attend all meetings of the House of Delegates and shall faithfully represent the members of this Society. If a Delegate is unable to serve, one of the regularly elected Alternate Delegates shall be designated by the chair of the Delegation to serve in his or her place.

Section 11.02 SELECTION OF DELEGATES AND ALTERNATES

The number of Delegates and Alternates to which the Society is entitled shall be determined in accordance with the Bylaws of the CMA.

The members of the Society shall annually elect a sufficient number of persons to fill the expiring and vacant terms of the Delegates and Alternates to the CMA. The person elected as President-Elect shall be deemed elected simultaneously as a Delegate. The remaining Delegate positions shall be filled by the persons nominated for the office of Delegate, according to the number of votes received, in descending order. Alternates shall be the persons receiving the next highest number, in descending order. In the event that two or more persons receive an equal number of votes for a single available position, election shall be determined by lot in a manner selected by the Board of Governors.

The term of a Delegate shall be three years, except that the initial term of any new office which the Society is entitled shall be one year whenever such shorter term will more nearly provide for the election of one-half of said Delegates or Alternates in any year.


The President of the Society shall appoint the chair of the Santa Cruz Delegation who shall render to the Board of Governors a report of the activities of the county Delegates together with a record of their attendance at the sessions of the House of Delegates of the CMA.

ARTICLE 12 CALIFORNIA MEDICAL ASSOCIATION DISTRICT TRUSTEE

The Seventh District of the CMA is made up of the following component county medical societies: Monterey County Medical Society, San Benito County Medical Society, San Mateo County Medical Association, Santa Clara County Medical Association and Santa Cruz County Medical Society.


The duties of members of the CMA Board of Trustees shall be as set forth in the Bylaws of the CMA.

Section 12.02 TERM

The term of office shall be three (3) years and no Trustee shall serve more than three (3) consecutive full terms representing the Society.

Section 12.03 ELECTION

The election of District Trustees to the CMA districts composed of more than one component medical society, shall be as follows:

A. Regular Election: Except as provided below, each District Trustee shall be elected by the delegates from the district entitled to elect such Trustee. In each such district, the delegates shall separately meet within twenty-four (24) hours after the annual session of the house of delegates is convened. The Delegates of said district may at such time by majority vote thereof, authorize and permit Alternate Delegates to vote. The time and place of said caucus of each such District Delegation shall, in absence of unanimous written consent of the Delegates of the District fixing time and place, be fixed by the speaker and announced on the first day of the meeting of the house of delegates at each Annual Session.

At said caucus, nominations shall be received for each individually numbered office in which a vacancy exists, and in each instance where there is more than one nomination, election shall beby secret ballot and majority vote of those entitled to vote, present and voting. The chair of the District Delegation shall then report to the house of delegates the results of the election, and when such report is made, the members elected shall thereupon assume office as district trustees, subject to the provisions of the Articles of Incorporation and Bylaws.

In the event that there are more than two nominees at any district caucus for any of the individually numbered offices of district trustees in said district, and none of such nominees receives a majority of the votes cast on the first ballot, the nominee receiving the smallest number of votes on such ballot shall be eliminated and a second ballot shall be taken on the remaining nominees, such process to continue until one such nominee shall receive a majority of the votes cast.


Vacancies in office shall be filled by election as provided in the rules for regular election as

specified in this Section.

B. Alternative Direct Election: upon the petition of a majority of members in a district

composed of more than one component medical society, by written ballot or petition filed

with the association at least ninety (90) days prior to the meeting of the house at the Annual

Session thereof, said district may provide for the direct election of District Trustees. In such

CMA districts as may select this option for direct election, the Delegates from that district to

this association shall caucus at least ninety (90) days prior to the Annual Session of the House

of Delegates. At such caucus, the Delegates of such district shall, by secret ballot, and

majority vote, nominate one or more members in good standing residing in said district for

each office of Trustee expiring or becoming vacant at said annual session. Said nomination

shall be forwarded to the headquarters office of the association. Thereafter, any member in

good standing residing in said district may be nominated by ten (10) members by written

nomination delivered to the headquarters office of this association no later than thirty (30)

days following the caucus of the delegates of said district. Such nomination shall be

accompanied by each nominee's written acceptance. The chief executive officer of the

association will cause ballots to be mailed to each member in said district no later than forty-

five (45) days prior to the next annual meeting of the house of delegates, and those ballots

which are returned to the headquarters office of the association within fifteen (15) days

thereafter shall be counted. Election shall be by majority vote, and in the event that no

candidate has a majority, a second election will be conducted within fifteen (15) days between

the two (2) candidates receiving the highest number of votes.

Vacancies in office shall be filled by election as provided in the rules for regular election as

specified in this section.

ARTICLE 13 RESIGNATION AND REMOVAL FROM OFFICE

Section 13.01 RESIGNATION

Any person elected pursuant to these Bylaws may resign at any time by giving written notice to the

Society. Any resignation shall take effect at the date of the receipt of that notice or at any later time

specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation

shall not be necessary to make it effective.

Section 13.02 REMOVAL WITHOUT CAUSE

A. Any person elected pursuant to these bylaws may be removed from office without cause by a

recall election. A recall election may be initiated by a petition signed by ten (10) percent of the

Active Members of the Society or by an affirmative vote of at least two-thirds (2/3) of all

members of the Board of Governors at any regular or special meeting of the Board.

B. Following initiation of a recall election by petition or board vote, the Secretary shall cause a

ballot to be printed and mailed to the Active Members of the Society at least 14 days prior to

the election date. The procedure of voting shall be the same as described in these Bylaws for

all elections. If a majority of the votes cast are in favor of the recall, the removal from office

shall immediately become effective.


C. The recall of a Trustee representing the CMA Seventh District, the district in which the Society is located, may be initiated by a petition signed by ten (10) percent of the Active Members of those component societies and associations located in that CMA district or by an affirmative vote of at least two-thirds (2/3) of all members of the Board of Governors of at least two of the societies or associations located in Seventh District.

Following initiation of a CMA Trustee recall election by petition or board vote, the Secretary shall coordinate with the Secretaries of the component societies or associations within the CMA district to cause a ballot to be printed and mailed to the Active Members of those societies and associations at least 14 days prior to the election date. The procedure of voting shall be the same as described in these Bylaws for all elections. If a majority of votes cast are in favor of the recall, the removal from the office of the CMA Trustee shall immediately become effective.

D. When a CMA Trustee is elected by the vote of the Delegates of the Seventh District rather than members, only the Delegates of the Seventh District shall be eligible to initiate and sign recall petitions or vote in the recall election.

Section 13.03 REMOVAL FOR CAUSE

Any person elected pursuant to these Bylaws may be removed from office for cause whenever that person has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising under Section 7238 of the California Nonprofit Mutual Benefit Corporations Law, or who ceases to be an Active Memberof the Society with the right to vote.

ARTICLE 14 VACANCIES IN OFFICE

Section 14.01 GENERAL

A vacancy in any office shall be deemed to exist upon death, disability which renders the person serving incapable of performing the duties of such office, resignation, or removal from office.

Section 14.02 PRESIDENT

In the event of a vacancy in the office of President, the President-Elect shall succeed to the office of the President for the remainder of the President’s term, and thereafter shall serve a full term as President. The office of the President-Elect shall remain vacant until the next annual Society election, at which time any active member who would otherwise be eligible to fill such vacancy shall be elected to the office of President-Elect.

Section 14.03 PRESIDENT-ELECT

In the event of a vacancy in the office of the President-Elect, except for a vacancy in such office arising as a result of the article 15, section 15.02, the Secretary shall succeed to the office of President-Elect for the remainder of the President’s term. If the Secretary cannot serve or continue to serve for


any reason, the Treasurer shall succeed to the office of President for the remainder of the President’s term.

Section 14.04 PRESIDENT AND PRESIDENT-ELECT

In the event of vacancies in the offices of both President and President-Elect, the Secretary shall succeed to the office of President for the remainder of the President’s term. If the Secretary cannot serve or continue to serve for any reason, the Treasurer shall succeed to the office of President for theremainder of the President’s term.

Section 14.05 SECRETARY

In the event of a vacancy in the office of Secretary, the Treasurer shall succeed to the office of Secretary for the remainder of the Secretary’s term.

Section 14.06 TREASURER

In the event of a vacancy in the office of Treasurer, the Board of Governors shall nominate and elect any Active Member who would otherwise be eligible to fill any vacancy so created, who shall succeed to the office of Treasurer for the remainder of the Treasurer’s term.

Section 14.07 GOVERNORS

In the event that a vacancy on the Board of Governors occurs as a result of death, removal or resignation, or disqualification for non-attendance, the Board of Governors shall appoint an active member in good standing of the Society to the vacancy until the first day of the next official year whena duly elected Governor for the unexpired term shall be installed. Should the unexpired term be less than two (2) years, this short term shall not be considered as the term described under Article 9, Section 3, of these Bylaws governing eligibility for re-election.

Section 14.08 DELEGATES AND ALTERNATES

Vacancies among the Delegates and Alternates to the California Medical Association shall be filled by action of the Board of Governors until the first day of the next official year when duly elected candidates for the unexpired terms shall be installed.

ARTICLE 15 ELECTIONS

Section 15.01 CONDUCT OF ELECTIONS

The Board of Governors shall conduct all elections both regular and special, and shall have charge of all matters pertaining thereto.


Section 15.02 NOMINATIONS

The Nominating Committee, shall nominate a ticket containing one or more names each for President-Elect, Secretary, Treasurer, and the authorized number of Delegates and Alternates to the California Medical Association, and shall nominate two or more candidates for the offices of Governor. In the event that the office of the President-Elect are vacant at the time of nomination, thecommittee shall nominate one or more names for the office of President.

The names of all nominees proposed by the Nominating Committee shall be published and distributed to the Active Membership at least thirty days in advance of the Annual Meeting of the Society at which the election results are announced. Written nominations, each signed by two active

members in good standing, may be made and filed with the Secretary at any time between announcement of nominations and the closing of the election.

Section 15.03 OFFICIAL BALLOT

The official ballot shall be provided by the Secretary on which shall be printed, in alphabetical order, the names of the nominees for each office to be voted upon by the Society. The ballot shall clearly instruct the method of proper voting. Any ballot marked for more nominees for an office than there are places to be filled shall not be counted for any of the nominees for the office thus marked.Write-in Votes. Write-in votes shall be counted by the tellers if the names are of eligible candidates for the office designated.

Section 15.04 PROCEDURE OF VOTING

The Secretary shall mail one official ballot with instructions and official return envelopes to each qualified voter not more than twenty-one days and not less than fourteen days prior to the election.

A member voting must print his or her name on the outside of the official outer envelope, which shallcontain his or her ballot sealed in the official inner envelope. The official outer envelope shall remain sealed until the voter’s name has been checked off the list of qualified voters by the Secretary, and when opened, the sealed official inner envelope containing the ballot shall remain sealed and be so deposited in the official ballot box. Ballots must be delivered personally or by mail at the poll before the hour of 5:00 p.m. on the day preceding the Annual Meeting if they are to be valid.

The name of the voter on the official outer envelope may be checked off by the Secretary, but the sealed official inner envelope shall not be opened or the ballot counted until after the closing of the polls.

No ballot other than the ballot originally mailed shall be provided to any member except upon his or her application to the offices of the Society.

Section 15.05 RESTRICTIONS ON VOTING

Neither cumulative voting nor voting by proxy shall be allowed.


Section 15.06 PROCEDURE FOR COUNTING THE VOTE

Two or more tellers shall be appointed by the President to count the votes. A suitable ballot box shallbe provided by the Secretary in which all sealed envelopes containing the ballots shall be deposited and the same shall not be opened before the closing of the polls.

After the polls are closed, the tellers shall proceed with a canvass of the votes, and shall make out a correct tally sheet which shall state the number of votes received by each of the candidates. The ballot, properly sealed, and the tally sheet shall be given to the President who shall announce the results of the election at the Annual Meeting.

The ballot voter list and the tally sheets shall be kept on file for one year in the office of the Society, and the voter list and tally sheet shall be open for inspection by any member entitled to vote.

Section 15.07 ELECTION OF CANDIDATES

The candidates for all offices shall be elected by a plurality of votes. When two or more offices are open to the candidates, those receiving the highest number of votes shall be elected.

In case of tie votes for any office, the election shall be determined by lot in such manner as the Board of Governors shall determine, and the person in whose favor it shall result, shall be declared duly elected.

Section 15.08 ANNOUNCEMENT OF ELECTION RESULTS

The annual election results shall be announced on the day of the Annual Meeting. The election meeting shall be the last regular general Society meeting of the year.

ARTICLE 16 COMMITTEES

Section 16.01 GENERAL

The SCCMS shall have such standing and special committees as the Board of Governors shall approvesubject to these Bylaws. Unless otherwise specified in these Bylaws, the President shall appoint, with the approval of the Board of Governors, chairpersons and members of all committees. Vacancies shall be filled by the President with the approval of the Board of Governors.

ARTICLE 17 STANDING COMMITTEES

Section 17.01 CREDENTIALS COMMITTEE

The Credentials Committee shall consist of three Active Members and the Secretary who shall be Chairman. One member shall be elected to serve for a three-year term by the Board of Governors each year at the first Board meeting of the new year. It shall be the duty of the Credential Committee to investigate and report in writing to the Board of Governors on all matters pertaining to medical


ethics which may be referred to it. When charges are referred against any member they shall be referred to the Credentials Committee before being read to this Society.

The committee shall investigate the credentials, records, and qualifications of all applicants for all types of membership and shall provide orientation and information for new members. In addition, it shall make its written recommendation thereon to the Board of Governors.

Section 17.02 NOMINATIONS COMMITTEE

The Nominations Committee shall consist of at least three (3) members appointed by the president with approval of the Board of Governors.

Section 17.03 JUDICIAL COUNCIL

The Judicial Council shall consist of six past Presidents appointed by the Board of Governors. One third (1/3) shall be selected annually by the Board of Governors at the initial meeting of the new year for a three year term. The duties of the Judicial Council are detailed in the Bylaws of the California Medical Association.

The Judicial Council shall decide all disciplinary actions to by taken by the Society. Duties of the Judicial Council will be designated by Chapter 6 (Disciplinary Procedure) of the Bylaws of the California Medical Association as now existing or as the same may hereafter be amended.

ARTICLE 18 RIGHT, TITLE, OR INTEREST IN SOCIETY PROPERTY

A. No person other than an Active Member in good standing shall have any right, title, or interestin the property of the Santa Cruz County Medical Society and the interest of any Active Member therein shall cease when the Active Member ceases to be an Active Member in good standing of the Society.

B. If any Active Member shall resign or otherwise cease to be a member, all of his or her interest in and to all property and funds of the Society shall terminate, and such termination of membership shall operate as a release and assignment to the Society of all right, title, and interest of such member in and to all property and funds of the Society.

C. Membership list of the Society is a corporate asset and, without consent of the Board, may not be used by a member for any purpose not reasonably related to a member’s interest as a member including any fundraising or commercial purpose.

ARTICLE 19 AMENDMENTS

SECTION 19.01 AMENDMENT BY BOARD-MEMBERSHIP RIGHTS LIMITATIONA. Subject to the rights of regular Active Members under Article 5, Section 5.11 of these Bylaws

and the limitations set forth below, the Board may adopt, amend, or repeal Bylaws unless the action would materially and adversely affect the regular Active Members’ rights as to voting. The Board may not extend the term of a Governor beyond that for which the director was


elected. Any such amendment shall be approved by the regular Active Members, as required

by the Articles of Incorporation.

B. The Board cannot approve vote on amendments changing the number of members, powers,

or limitations of powers by the board and officers of the Society and may not adopt, amend

or repeal Bylaws which would materially and adversely affect the right of members as to

voting, dissolution, redemption or transfer; effect an exchange, reclassification or cancellation

of all or part of the membership; authorize a new class of membership; extend the terms of

the Board; change the quorum required at a meeting of the members; or adopt, amend, or

repeal provisions regarding voting by proxy or cumulative voting.

C. The Board shall amend the bylaws by the following procedure: Bylaws must be mailed to the

Board five (5) days before the next regular meeting of the board. The Bylaws amendment

would then be considered or discussed, not acted upon. The Board then must consider the

Bylaws amendment at its next regular Board meeting for final approval by two-thirds (2/3)

majority vote of the entire Board.

The board may not, without the approval of the regular active members, specify or change any

bylaw provision that would fix or change the authorized number of governors or change from

a fixed number of governors to a variable number of directors or vice versa.

SECTION 19.02 AMENDMENT BY MEMBERS

A. New Bylaws may be adopted, or these Bylaws may be amended or repealed, by approval of the

regular Active Members. Any provision of these Bylaws that requires the vote of a larger

proportion of the regular active members than otherwise is required by law may not be altered,

amended, or repealed except by the vote of that greater number. No amendment may extend

the term of a Governor beyond that for which the Governor was elected.

B. Amendments to these Bylaws may be proposed by ten (10) percent of the regular Active

Members, or by any member of the Board of Governors.

C. The proposed amendment or amendments shall be considered adopted when given a majority

affirmative vote of all regular Active Members voting on ballots provided by the Society at the

annual election of any duly called meeting of members with the return of twenty-five (25)

percent of the ballots.

SECTION 19.03 HIGH VOTE REQUIREMENT

If any provision of these Bylaws requires the vote of a larger proportion of the board than is otherwise

required by law, that provision may not be altered, amended or repealed except by that greater vote.

ARTICLE 20 PARLIAMENTARY RULES

Section 20.01 RULES OF ORDER

All meetings of the Society, the Board of Governors, the Executive Committee, and the committees


of the Society shall be governed by the parliamentary rules and usages contained in the current edition of Sturgis’ Standard Code of Parliamentary Procedure when not in conflict with these Bylaws.

Section 20.02 INDEMNIFICATION

The Society shall indemnify its agents to the maximum extent permitted by law.

Section 20.03 INSURANCE

The Society shall have the right to purchase and maintain insurance, to the full extent permitted by law, on behalf of any agent of the Society against any liability asserted against or incurred by any agent in such capacity or arising out of the agent’s status as such, whether or not the society would have the power to indemnify the agent against such liability under law.

ARTICLE 21 RECORDS AND REPORTS

Section 21.01 MAINTENANCE OF RECORDS

The Society shall keep at its principal office (i) adequate and correct books and records of account; (ii) minutes in written form of the proceedings of its members, the Board of Governors, committees of the Board, and other committees; and (iii) a record of its members, giving their names and addresses and the class of membership held by each.

Section 21.02 MAINTENANCE AND INSPECTION OF BYLAWS

The Society shall keep at its principal office the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. Upon request, any member may obtain a copy of the bylaws as amended to date.

Section 21.03 INSPECTION BY GOVERNORS

Every Governor shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Society pursuant to Section 8334 of the California Nonprofit Mutual Benefit Corporations Law.

Section 21.04 MEMBERS’ INSPECTION RIGHTS

Any regular Active Member may at all reasonable times during office hours inspect and copy the records of active members’ names and addresses, or obtain from the Secretary a list of such members’ names and addresses, and inspect the accounting books and records and minutes of the proceedings of members, the Board of Governors and committees of the Board, all pursuant to Sections 8330 through 8338 of the California Nonprofit Mutual Benefit Corporations Law.


Section 21.05 ANNUAL REPORT

The Board of Governors shall cause an annual report to be prepared no later than one hundred twenty (120) days after the close of the society’s fiscal year, shall notify each active member yearly of the right to receive an annual report, and shall promptly cause the most recent annual report to be sentto any Active Member who requests one in writing as provided by Section 8321 of the California Nonprofit Mutual Benefit Corporations Law.

ARTICLE 22 SOCIETY CALENDAR

The Official Year of this Society shall be a Fiscal Year.

The following calendar year shall be observed by the Society:OFFICIAL YEAR shall be from 1 July through 30 June.FISCAL YEAR shall be from 1 July through 30 June.ANNUAL MEETING shall be the last regular general Society meeting of the official year.

ARTICLE 23 PREVIOUS BYLAWS

Any and all previous Bylaws of this Society are hereby repealed.


Con-ict of InterestPolicy

Con�dentialityAgreement

Potential Con-ict-of-Interest Statement


Conflict-of-Interest Policy

Statement of PolicyNo board member shall use his or her position, or the knowledge gained therefrom, in such amanner that a conflict between the interest of the organization or any of its affiliates and his orher personal interests arises.

Each board member has a duty to place the interest of the organization foremost in any dealingwith the organization and has a continuing responsibility to comply with the requirements ofthis policy.

The conduct of personal business between any board or committee member and theorganization and any of its affiliates is prohibited.

Board or committee members may not obtain for themselves, their relatives, or their friends, amaterial interest of any kind from their association with the organization.

If a board member has an interest in a proposed transaction with the organization in the formof a significant personal financial interest in the transaction or in any organization involved inthe transaction, or holds a position as trustee, director, or officer in any such organization, he orshe must make full disclosure of such interest before any discussion or negotiation of suchtransaction.

Any board or committee member who is aware of a potential conflict of interest with respect toany matter coming before the board or committee shall not be present for any discussion of orvote in connection with the matter.

DisclosureTo implement this policy, board members of this organization will submit annual reports on theattached forms and, if not previously disclosed, will make disclosure before any relevant boardor committee action.

These reports will be reviewed by the Executive Committee, which will attempt to resolve anyactual or potential conflict(s) and, in the absence of resolution, refer the matter to the Board ofGovernors.



Potential Conflict-of-Interest Statement

I read the statement of policy regarding conflicts of interest.

To the best of my knowledge and belief, except as disclosed herewith, neither I norany person with whom I have or had a personal or business relationship is engaged inany transaction or activity nor has any relationship that may represent a potentialcompeting or conflicting interest, as defined in the statement of policy.

Further, to the best of my knowledge and belief, except as disclosed herewith, neitherI nor any person with whom I have or had a personal, business, or compensatedprofessional relationship intends to engage in any transaction, to acquire any interestin any organization or entity, or to become the recipient of any substantial gifts orfavors that might be covered by the statement of policy regarding conflicts of interest.

Without exception

Except as described in the attached statement

Name (Please print)

Signature Date



Board of Governors

Confidentiality Agreement

As a member of the Santa Cruz County Medical Society Board of Governors, Irecognize that confidentiality is vital to the free and candid discussions necessary foreffective member advocacy activities conducted by the Board. Therefore, I agree torespect and maintain the confidentiality of all discussions, deliberations, records andother information generated in connection with these activities, and to make novoluntary disclosures of such information except to members of the Santa CruzCounty Medical Society and those persons authorized to receive it in the conduct ofmedical society affairs.

Furthermore, I understand that the medical society is entitled to undertake suchaction as is deemed appropriate to ensure that this confidentiality is maintained,including action necessitated by any breach or threatened breach of this agreement.

Name (Please print)

Signature Date


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BOG binder 2014

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