Constitution and By-laws
CONSTITUTION AND BYLAWS OF THE NORTHERN KENTUCKY MEDICAL SOCIETY
ARTICLE I - NAME AND TITLE OF
THE SOCIETY
The name and title of this
organization shall be the Northern Kentucky Medical Society.
ARTICLE II - PURPOSE OF THE
SOCIETY
The purpose of the Society is
to unite and support the physicians of Northern Kentucky in their common goal of
maintaining the highest standards of the profession, thereby enhancing the
health of our patients and of the entire community.
ARTICLE III - MEMBERSHIP
Any physician who holds an
active or limited license to practice medicine or osteopathy in this state,
practices or resides in Boone, Campbell or Kenton counties, is of good moral,
ethical and professional standing, and agrees to abide by the Constitution,
Bylaws, and other resolutions and governing principles of the Society, shall be
eligible for membership. Members of this society must also be members in good
standing of the Kentucky Medical Association.
ARTICLE IV - MEETINGS
Regular meetings shall be held
at such time and place as may be determined by the Society. Special meetings may
be called by the President, or upon the written request of five members. A call
for a special meeting shall state the object of the meeting, and only the
business stated in the call shall be transacted.
ARTICLE V - OFFICERS
The officers of the Society
shall consist of a President, President-Elect, Vice-President and
Secretary-Treasurer.
ARTICLE VI – FUNDS
Funds for the operation of the
Society shall be raised from annual dues, special assessments, voluntary
contributions, and any amounts derived from the activities of the Society. Funds
may be used by the Society for those purposes which will promote the welfare of
the Society and the profession.
ARTICLE VII - INCORPORATION
The Society shall have the
authority to incorporate under the laws of Kentucky, and to provide for Articles
of Incorporation and bylaws that govern the affairs and operations of the
Society.
ARTICLE VIII – AMENDMENTS
The Society may amend this
constitution by a two-thirds vote of the members present at any regular meeting,
provided that such amendment or amendments are not in conflict with the laws and
regulations of the Kentucky Medical Association, and provided also that such
amendments shall have been read in an open session at a previous regular meeting
or a special meeting.
BYLAWS OF THE NORTHERN KENTUCKY MEDICAL SOCIETY
CHAPTER I – MEMBERSHIP
Section 1.Membership in
the Society shall be divided into the following six classes: Active,
In-Training, Student, Life, Associate and Inactive.
(a)Active
Membership. To be eligible for active membership, the applicant must hold a
valid license to practice medicine or osteopathy in the state, practice or
reside in Boone, Campbell or Kenton counties, be of good moral, ethical and
professional standing, and agree to abide by the Constitution, Bylaws and other
resolutions and governing principles of the Society.. An active member of the
Society shall also be an active member of the Kentucky Medical Association.
Active members may attend meetings, vote, hold office, serve on committees, and
pay dues.
(b) In-Training
Membership. Resident physicians enrolled in accredited graduate-level medical
or osteopathic training programs shall be eligible for, and encouraged to
participate in, the Society’s activities as in-training members. In-training
members may attend meetings, vote, and serve on committees, including the Board
of Directors. They may not hold office. In-training members shall be eligible
for membership in the Residents and Fellows Section of the Kentucky Medical
Association. The Board of Directors, at its discretion, may determine a reduced
rate of dues for in-training members.
(c) Student
Membership. Any student in an accredited medical or osteopathic school
in Kentucky, or any resident of Kentucky who is a student in an accredited
medical or osteopathic school in the United States shall be eligible and
encouraged to participate in Society activities as a student member. Student
members may attend meetings, and serve on committees. Student members shall not
be required to pay dues, and may not hold office or vote.
(d)Life Membership.
The Board of Directors may elect as a life member any doctor of medicine or
osteopathy who has served his profession with distinction and who has either
reached the age of seventy or retired from active practice. Further, the Board
of Directors also may elect as a life member any member who has twenty-five
years of continuous membership in a state medical society affiliated with the
American Medical Association, who has reached the age of sixty- five and is
fully retired. However, any member who had qualified as a life member at the
time of the adoption of this amendment, May 2, 1991, shall continue to qualify
as a life member. Life members shall have the right to vote and to serve on
committees, but may not hold office and are not required to pay dues.
.
(e)Associate
Membership. The following physicians may be eligible for associate membership:
(1) medical officers of the uniformed services, Public Health Service, or other
federal governmental service while on duty or living in Northern
Kentucky. Physicians employed on a full-time basis by the Veterans
Affairs are not included. (2) Dentists. (3) physicians residing and/or
practicing in communities bordering Kentucky who are active members of their
home state and county society and who wish to become members of the Kentucky
Medical Association on an other than active basis. Associate members may attend
meetings and shall pay dues but shall not have the right to vote or to hold
office.
(f) Inactive
Membership. An active member of the Society who is leaving the area
temporarily, withdrawing from practice temporarily to serve in the armed forces
or pursue further post-graduate medical training, or is temporarily withdrawing
from the practice of medicine for other valid reasons, may by letter request
inactive membership subject to the approval of the Board of Directors. Inactive
members shall not be required to pay dues.
Upon return to practice in the
area, the inactive member may be considered for reinstatement to active
membership upon written request to the Society, and with the approval of the
Board of Directors. Active members suffering prolonged illness may be granted
inactive status by the Board of Directors, with or without application.
Section 2. Election to
Membership
(a) Active
Membership . A candidate for active membership shall make application in writing
and shall list his name, current residence and professional addresses, age,
colleges and degrees with dates of graduation, residency programs, and dates,
places of previous practice, current and past hospital affiliations, membership
in professional societies, and the date of his Kentucky license and any other
licenses to practice medicine or osteopathy.. He shall supply to the Board of
Directors such other information as it may reasonably require. The application
must be endorsed by two members of the Society. It shall be referred to the
Board of Directors who shall inquire into the standing of the application,
assure themselves that the applicant is duly registered according to the laws of
Kentucky, and report to the membership at its next regular meeting after the
investigation by the Board of Directors is completed. Election to active
membership shall be by two- thirds vote of the members present. The application
shall be returned to the Secretary/Treasurer who shall file it for future
reference. Application for active membership from previously rejected candidates
shall not be accepted within six months of the date of such rejection.
(b)Associate and
In-training Membership. Applicants for Associate and In-training membership
shall submit the same application and be subject to the same approval process as
an applicant for active membership.
(c)Student
Membership. Applicants for student membership shall submit a letter from their
college of medicine or osteopathy certifying their status as a student.
(d) Transfer of
Membership Physicians who are members in good standing of another county
medical society in Kentucky or in another state may submit an application for
active membership as required in Section 1, accompanied by a letter of transfer
from their current society. Annual dues for the year of transfer will not be
assessed if the applicant has paid dues for the current year to the society from
which he is transferring.
(e) Physicians from
Adjacent Counties. A physician residing or practicing in a Kentucky county
immediately adjoining Boone, Campbell or Kenton Counties may apply to become an
active member of the Society with permission of the county society of the county
in which the applicant resides or practices. If no organized society exists in
the county in which the physician resides or practices, he may apply for active
membership in the manner described in paragraph (a) of this section.
.
Section 3.Transfer of
Membership to Another Society
(a) A member in good
standing who is free from all indebtedness to the Society and against who no
charges are pending, may withdraw from the Society and transfer to another
society.
(b) A letter of
transfer signed by the President or Secretary/Treasurer of the Society stating
the date the member associated himself with the Society, the status of his
membership, and the status of his dues payment shall be given to the member
seeking transfer to another society. It shall be accompanied by a copy of the
application presented at the time the member joined the Society for the
information of the society which the member desires to join.
CHAPTER II – OFFICERS
Section 1. The officers
of the Society shall consist of the President, President-Elect, Vice-President
and Secretary/Treasurer. No person may hold more than one office.
Section 2. The term of
office for each officer of the Society shall commence when he takes the oath of
office at a regular meeting of the Society, or at such other time after his
election or appointment as he shall take the oath of office, and shall continue
for the term described in these By-Laws or until his successor is properly
installed.
Section 3. Duties of the
Officers
(a) President: The
President shall be the chief executive officer and active head of the Society,
and shall have general supervision of all of the business and affairs of the
Society. The President shall preside at all meetings of the membership of the
Society, and shall preside at all meetings of the Board of Directors, of which
he shall be Chairman. The term of office of President shall be two years.
(b)
President-Elect: The President-Elect shall perform such functions as the
President shall authorize. He shall familiarize himself with the business and
affairs of the Society and otherwise prepare himself to assume the office of
President. The term of office of President-Elect shall be one year; at the end
of one year the President-Elect shall succeed to the office of President.
(c) Vice-President:
The Vice-President shall assist the President in the performance of his duties.
In the absence of the President, he shall preside at the meetings of the
membership and of the Board of Directors. In the event that the President is
disabled, dies, resigns or is removed from office, the Vice-President shall
succeed to the office of President for the unexpired term. The term of office of
the Vice-President shall be two years.
(d)
Secretary/Treasurer: The Secretary/Treasurer shall take and maintain minutes
of all meetings of the membership and of the Board of Directors. He shall be the
custodian of all records, correspondence and other documents belonging to the
Society. He shall keep a current roster of the members of the Society in good
standing, and a list of those physicians who are not members of the Society but
who are qualified to be members. He shall receive and disburse the funds of the
Society as directed and shall maintain adequate records thereof. He shall
certify to the House of Delegates of the Kentucky Medical Association those
Delegates elected each year. The Secretary/Treasurer shall be assisted by an
executive secretary to be employed and paid by the Society. The term of office
of the Secretary/Treasurer shall be two years.
Section 4. Election of
Officers
(a) An election of
officers shall be held annually at a regular meeting of the members of the
Society as described in this section.
(b) The election of
the Vice-President and Secretary/Treasurer shall be held every second year at a
regular meeting of the members of the Society.
(c) The election of
the President-Elect shall be held at a regular meeting of the members of the
Society those years in which the Vice-President and Secretary/Treasurer are not
elected
Section 5. Vacancies
(a) In the event
that the office of President becomes vacant for any reason, it shall be filled
by the Vice-President for the unexpired term of such office.
(b) In the event of
a vacancy in any other office, the President, with approval of the Board of
Directors, shall appoint a member of the Society to fill the office and complete
the unexpired term.
CHAPTER III - BOARD OF
DIRECTORS
Section 1. Composition
(a) The Board of
Directors shall consist of the immediate Past-President, the President, the
President-Elect, the Vice-President, the Secretary/Treasurer, eight Members at
Large, the Program Chairman, and the District Trustee of the Kentucky Medical
Society for the district which includes Boone, Campbell and Kenton Counties.
(b) The Program
Chairman shall be responsible for the planning and implementation of scientific
and social programs of the Society. The Program Chairman is to be elected by the
membership for a term of two years.
c) Members at
Large. There shall be eight Members at Large elected by the membership of the
Society to serve on the Board of Directors. The term of office of each Member at
Large shall be two years. The terms of the Members at Large shall be staggered,
as follows: At a regular meeting of the membership each year, four of the eight
Members at Large shall be elected to succeed the four Members at Large whose
term shall then expire, and the four newly elected Members at Large shall hold
office for a term expiring at the second year after such election. One
member-at-large in each group of four elected shall be an in-training
member of the society in the penultimate year of his or her training.
Section 2. Duties : The
Board of Directors shall manage and transact the business and affairs of the
Society. It shall have full power and authority to employ and to discharge
employees of the Society, to fix the amount of dues and to assess the membership
when necessary to carry out the business of the Society, and to do all other
things necessary to carry out the purposes of the Society, except those things
which these By-Laws specifically require action of the membership or of any of
its officers. The Board of Directors may adopt Rules and Regulations for their
own government and that of the Society provided such Rules and Regulations are
not inconsistent with the Articles of Incorporation, Constitution or these
By-Laws. The Board of Directors shall distribute to the membership a written
report of its activities from time to time as the Board of Directors determines
is necessary to keep the members of the Society reasonably informed thereof.
Section 3. Meetings
(a) The Board of
Directors shall meet in regular session each month.
(b) A majority of
the members of the Board of Directors then in office, but not less than five,
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors. The act of a majority of the members of the Board of
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. Members of the Board of Directors may not vote by proxy.
(c) The
Secretary/Treasurer shall act as secretary at all meetings of the Board of
Directors or, in his absence, the presiding officer of the meeting shall
designate any member of the Board of Directors in attendance to act as
secretary.
(d) A special
meeting of the Board of Directors may be called by the President, or upon
written request of any three members of the Board of Directors. Business at a
special meeting shall be restricted to those particular matters for which the
meeting was called. The Secretary/Treasurer shall give reasonable advance notice
to all members of the Board of Directors of the date, time, place and purpose of
any special meeting. Such notice shall be given at least three days prior to the
date of the meeting unless the President determines that the urgency of the
meeting prohibits that period of advance notice.
Section 4. Board
Committees
(a) The Board of
Directors, by resolution adopted by a majority of the directors in office, may
designate and appoint such special committees, each of which shall consist of
two or more directors, as the Board of Directors may deem necessary to inquire
into, investigate or handle specific matters on behalf of the Board of
Directors, except as limited by applicable law. Each such committee shall be
disbanded upon completion of its assigned task. The Board of Directors shall
have power at any time to change the number of or replace members of any such
committee, or to fill vacancies, or to discharge any such committee.
(b) The Board of
Directors, by resolution adopted by a majority of the directors in office, may
create and abolish standing committees, each of which shall consist of two or
more directors, and may appoint the members and officials thereof from among the
members of the Board of Directors. Except as limited by applicable law, the
Board of Directors may authorize standing committees to exercise designated
authority of the Board of Directors when the Board of Directors is not in
session. The initial standing committees shall consist of an Executive
Committee, a Budget Committee and a Nominating Committee. Except to the extent
otherwise prescribed in this Chapter, the Board of Directors shall have power at
any time to change the number of or replace members of any such committee, or to
fill vacancies, or to discharge any such committee. Minutes of such committees
shall be available to any member of the Board of Directors.
(1) Executive
Committee The Executive Committee shall be a standing committee of the Board
of Directors, shall consist of the President, the Vice-President, the President
Elect, the Secretary/Treasurer and the immediate Past-President, and except as
limited by applicable law, shall be authorized to exercise the authority of the
Board of Directors when the Board of Directors is not in session.
(2) Budget
Committee The Budget Committee shall be a standing committee of the Board of
Directors and shall consist of the immediate Past-President as Chairman, the
President, the President-Elect and the Secretary/Treasurer. The Budget Committee
shall prepare a budget for the next business year and present it to the Board of
Directors for approval.
(3) Nominating
Committee The Nominating Committee shall be a standing committee of the Board
of Directors and shall consist of the immediate Past-President, the President
and the President-Elect. The Nominating Committee shall propose candidates to be
elected by the voting members of the Society as officers, Members at Large of
the Board of Directors and members at large of the Grievance Committee.
(c) Except as
otherwise provided in this chapter, a majority of the whole authorized number of
members of a committee shall constitute a quorum for the transaction of business
at any meeting of the committee, unless the resolution authorizing such
committee shall otherwise provide. The act of a majority of the members of a
committee present at a meeting at which a quorum is present shall be the act of
the committee. Members of a committee may not vote by proxy. Minutes of such
committees shall be available to any director.
CHAPTER IV - GENERAL MEMBERSHIP
MEETINGS
Section 1.Regular
Meetings: Regular meetings of the membership shall be held at intervals to
be determined by the Board of Directors.
Section 2. Special
Meetings: A special meeting of the membership may be called by the President,
or upon written request of not less than five active members of the Society. A
special meeting shall be called for a specific purpose and the business of the
meeting shall be limited to that purpose
Section 3. Notice of
Meetings: The Secretary/Treasurer shall send to each member of the Society
reasonable written or electronic notice of the time, date and place of each
meeting, and for special meetings, the notice shall include the purpose for
which the meeting is called. Notices shall be delivered not less than seven days
in advance of each such meeting, unless the Board of Directors designates a
shorter period for such notice.
Section 4. Quorum and
Voting: Except as otherwise provided by law, by the Articles of Incorporation,
or by these By-Laws, attendance in person or by proxy of members representing at
least 1/20 of the votes entitled to be cast on the matter to be voted upon shall
constitute a quorum at any meeting of the members. Business may be transacted at
any duly held meeting of members at which a quorum is present. The members
present at the meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough members to leave less than a quorum. If
a quorum is not present at a meeting, those members present shall have the power
to adjourn the meeting until the requisite number of members is present. The
date, time, and place of the reconvened meeting shall be announced at the time
of adjournment and any business that might have been transacted at the adjourned
meeting may be transacted at the reconvened meeting. In all elections for
officers, Members at Large of the Board of Directors and members at large of the
Grievance Committee, each member entitled to vote on such matters shall be
entitled to cast one vote for each position to be filled and no member shall
possess the right to cumulate his votes.
CHAPTER V - FINANCES
Section 1. The Society
shall operate on income derived from dues, assessments, voluntary contributions,
gifts and proceeds from activities of the Society approved by the Board of
Directors.
Section 2. The fiscal year
of the Society shall be from January 1 through December 31.
Section 3. Annual and
special dues and assessments shall be fixed from time to time by the Board of
Directors and shall be paid in the manner and at the time or times specified
from time to time by the Board of Directors.
Section 4. Delinquency
(a) Annual Dues:
Any member who shall have failed to pay his annual dues by July1st shall be
automatically suspended from membership by reason of delinquency. Delinquent
members shall be notified by the Secretary/Treasurer, by registered letter, of
their suspension from membership in the Society. A member who is suspended for
delinquency shall be automatically restored to full membership upon payment of
his delinquency before January 1 of the next year. If any member remains
delinquent in payment of annual dues on January 1 of the following year, he
shall be expelled from membership and notified of expulsion by certified letter
from the Secretary/Treasurer. Any member thus expelled may apply for membership
at any time in the manner as provided in Chapter I, Section 2 of these By-Laws.
(b) Special or
Supplemental Dues or Assessments: Any member who shall have failed to pay his
special or supplemental dues or assessments by the time or times prescribed for
this purpose by the Board of Directors shall be automatically suspended from
membership by reason of delinquency. Delinquent members shall be notified by the
Secretary/Treasurer, by registered letter, of their suspension from membership
in the Society. A member who is suspended for delinquency shall be automatically
restored to full membership upon payment of his delinquency before January 1 of
the next year. If any member remains delinquent in payment of such dues or
assessments for a period of 12 consecutive months following the date on which
the dues or assessments in question were payable, he shall be expelled from
membership and notified of expulsion by certified letter from the
Secretary/Treasurer. Any member thus expelled may apply for membership at any
time in the manner as provided in Chapter I, Section 2 of these By-Laws.
CHAPTER VI - DELEGATES TO THE
KENTUCKY MEDICAL
ASSOCIATION
Section 1. The number of
Delegates of the Society to the Kentucky Medical Association shall be determined
in accordance with the rules of governance of the Kentucky Medical Association.
Section 2. Delegates to
the Kentucky Medical Association shall be elected annually at a regular meeting
of the Society. Delegates shall be elected at large, regardless of their county
of registration.
Section 3. The term of
office of a Delegate to the Kentucky Medical Association shall be three years.
Approximately one- third of the delegation shall be elected each year. A
Delegate shall be permitted to succeed himself.
Section 4. Each Delegate
and Alternate Delegate to the Kentucky Medical Association must be an active
member in the Society and shall be in good standing with the Society and with
the Kentucky Medical Association.
Section 5. Alternate
Delegates shall be elected annually at a regular meeting of the Society.
Alternate Delegates shall be elected at large, regardless of their county of
registration. The number of Alternate Delegates shall be approximately one-third
of the total number of Delegates. Approximately one-third of the Alternate
Delegates shall be elected each year.
Section 6. In the event
that the Society’s complement of Delegates (including Alternate Delegates) to
the House of Delegates of the Kentucky Medical Association is not complete,
additional Alternate Delegates shall be appointed by the Board of Directors
from the active members available to serve in that capacity at the meeting
of the Kentucky Medical Association. The appointments shall be certified in
writing to the Credentials Committee of the Kentucky Medical Association.
Section7. It shall be the
duty of a Delegate to attend the meetings of the Society and of the House of
Delegates, and to faithfully represent the Society. It shall be the duty of an
Alternate Delegate to assume the duties of a delegate in the case of the absence
of a delegate.
CHAPTER VII- DISCIPLINE OF
MEMBERS
Section 1. Grievance
Committee
(a) The Grievance
Committee shall convene on an ad hoc basis when the need arises. The committee
shall consist of the Vice-President who shall serve as the Chairman, and four
additional members who shall be elected when the need arises from the membership
of the Society at large.
(b) The Grievance
Committee shall inquire into and investigate all complaints against members of
the Society alleging any of the grounds for disciplinary action set forth in
Chapter VIII of these By-Laws. This includes complaints from any physician or
any lay person.
(c) The Grievance
Committee shall have the power to conduct informal hearings or meetings with the
accused and the accuser, separately or together, and to question any witnesses.
Before filing any charge, the Grievance Committee must conduct a meeting with
the accused. The Grievance Committee shall make every effort to resolve the
complaint amicably, and shall ultimately decide whether a charge should be
issued against the member. The Grievance Committee shall make regular reports to
the Board of Directors on the status of grievances.
(d) In the event
that a member of the Grievance Committee is the subject of a grievance
complaint, he cannot participate in any inquiries, investigations or other
actions of the Grievance Committee with respect to such complaint.
Section 2. Board of
Censors
(a)The Board of
Censors shall consist of three active members of the Society who are not members
of the Board of Directors, the Grievance Committee, or officers in the Society.
The Board of Censors shall convene on an ad hoc basis and are to elected by the
membership of the Society.
(b)It shall be the
duty of the Board of Censors to conduct formal hearings on any charge filed by
the Grievance Committee against a member of the Society, and to report to the
Board of Directors its findings, conclusions and recommendations. Two of the
three members of the Board of Censors shall constitute a quorum in order to
conduct proceedings. The Chairman of the Board of Censors shall be that member
who is in the last year of his current term.
Section 3. Complaints
(a) A complaint
against a member of the Society shall be in writing and signed by the
complainant. The complaint shall contain sufficient allegations of fact to
support the charge and shall be delivered to the Secretary/Treasurer of the
Society. Upon receipt of a complaint, the Secretary/Treasurer shall deliver or
mail, by certified mail, a copy of the complaint to the accused member, advising
him to file, with the Secretary/Treasurer, a response to the complaint within
fifteen days of receipt thereof, and further, giving him notice that a
disciplinary action has been proposed to be taken against him, the reasons for
the proposed action, that the accused member has the right to a hearing on the
proposed action, and a summary of the accused member’s rights in the hearing.
The Secretary/Treasurer shall likewise deliver or mail, by regular mail, a copy
of the complaint to the President of the Society.
(b)The accused
member shall, within fifteen days of receipt of the complaint, serve upon the
Secretary/Treasurer, by certified mail or personal delivery, a response to the
complaint.
The Secretary/Treasurer, upon
receipt of the response, shall deliver or mail, by regular mail, a copy thereof
to the President of the Society. If no response is received within fifteen days
as hereinabove provided, the Secretary/Treasurer shall notify the President of
that fact. Such notification shall be in writing and shall be delivered to the
President or mailed to him by regular mail, and a copy of the notification shall
be delivered or mailed to the accused member.
(c) Upon expiration
of the fifteen-day period, or upon receipt of a response from the accused
member, the President shall refer the matter to the Grievance Committee to
determine whether the complaint should be dismissed or a charge filed. If the
Grievance Committee, after due and prompt deliberation, determines that a charge
should be filed, the charge shall be reduced to writing and signed by the
Chairman of the Grievance Committee. A copy of the charge shall be served upon
the accused member, by certified mail or personal delivery, and the matter shall
be referred to the Chairman of the Board of Censors.
Section 4. Hearings
(a) In the event
that the matter is not otherwise resolved, the Board of Censors shall hold a
hearing upon not less than thirty days’ notice to all parties. Notice of the
hearing to the accused member must state the place, time and date of the
hearing, and a list of the witnesses, if any, expected to testify at the hearing
on behalf of the Board of Censors. The Board of Censors shall conduct the
hearing and shall be the finders-of- the-facts. The Board of Censors, at the
expense of the Society, may employ the services of a lawyer to assist in the
presentation of evidence against the accused member. The accused member shall
have a right to representation by an attorney or other person of the accused
member’s choice, at the hearing, at the accused member’s expense.
(b)The evidence
against the accused member shall be first presented, and then the accused member
shall have the right to present evidence on his behalf. The accused member shall
have the right to call, examine and cross-examine witnesses, and to submit a
written statement at the close of the hearing. A competent court reporter shall
be employed by the Society to take and transcribe all testimony.
(c) Within thirty
days of the conclusion of the hearing, the Board of Censors shall file with the
President a written report of its findings of fact, conclusions and
recommendations for disposition of the case. A copy of this report shall be
mailed or delivered to the Secretary/Treasurer of the Society and to the accused
member.
(d) The court
reporter shall transcribe and file with the President the original transcript of
the testimony at the hearing. A copy of the transcript shall be made available
to the accused member at his request and his expense.
Section 5. Final
Determination
(a) Promptly after
the report of the Board of Censors and the original transcript of the testimony
are filed, the President shall assign the case to one of the members of the
Board of Directors. The member of the Board of Directors to whom the case is
assigned shall make a detailed review of all material in the case, including the
transcript of testimony.
(b) At the next
regular meeting of the Board of Directors after the case is assigned to a member
of the Board of Directors, the Board of Directors shall review the proceedings.
The case file, including the transcript, shall be present at the meeting, and
the member to whom the case is assigned shall orally report to the Board of
Directors the nature of the case and of the testimony, and shall be prepared to
answer questions about the proceedings. The Board of Directors, by simple
majority vote of those members present and eligible to vote, may remand the
matter to the Board of Censors for further proceedings consistent with such
recommendations as the Board of Directors may make.
(c) The Board of
Directors shall then vote on the issue of guilt or innocence of the charge. A
majority vote of those members of the Board of Directors entitled to vote on the
issue, whether present at the meeting or not, is required to find the accused
member guilty, or to find him innocent of the charge.
(d)If a majority of
the Board of Directors entitled to vote on the issue find the accused member
guilty of the charge, the Board of Directors, in a like manner, shall determine
the sentence of punishment. The degrees of punishment shall be censure,
suspension for a period of time not to exceed one year, or expulsion from the
Society. The Secretary/Treasurer shall record in the minutes the number of votes
cast for guilt and for innocence, and the number of votes cast for the sentence
of punishment. The number of votes cast for other degrees of punishment shall
also be recorded.
(e) The final
determination of the Board of Directors shall be reduced to writing and signed
by the President. A copy shall be sent, by certified mail, to the accused
member.
Section 6. Appeal
(a) Any member of
the Society who is found guilty of a charge by a final determination of the
Board of Directors shall have the right to appeal the matter to the Judicial
Council of the Kentucky Medical Association.
(b)In order to
perfect an appeal to the Judicial Council of the Kentucky Medical Association,
the member shall notify the Secretary/Treasurer of the Society, in writing, by
certified mail, and within thirty days of the date of the final determination of
the Board of Directors. The notice need only state that the member is taking an
appeal to the Judicial Council of the Kentucky Medical Association.
(c)If an appeal is
timely taken, the Secretary/Treasurer shall transmit to the Judicial Council of
the Kentucky Medical Association the entire record, including the
recommendations of the Board of Censors and the final determination of the Board
of Directors.
(d)A valid and
timely appeal to the Judicial Council of the Kentucky Medical Association shall
stay the execution of the sentence of punishment until final determination by
the Judicial Council.
(e)If no appeal is
taken, the final determination of the Board of Directors shall become final
after thirty days from the date it was rendered. A copy of the final
determination of the Board of Directors shall then be sent to the Kentucky
Medical Association.
Section 7. Reporting of
Disciplinary Actions
(a) The Board of
Directors shall make such reports in the manner, to the entity, and within the
time periods required by current state and federal law.
CHAPTER VIII - GROUNDS FOR
DISCIPLINARY ACTION
Section 1. Any member of
the Society:
a) who has been
convicted of a felony, or of a misdemeanor involving moral turpitude
b) whose license to
practice medicine in Kentucky has been revoked or suspended by the Kentucky
Board of Medical Licensure
c) who has been
convicted of violating the Medical Practice Act of Kentucky
d) who has violated
any principle of ethics of the American Medical Association, or any provision of
the Articles of Incorporation or these By-Laws of the Society
e) whose membership
in the Kentucky Medical Association has been suspended or revoked; or
f) who aids or abets
the unlicensed practice of medicine
may be censured, suspended
or expelled from the Society.
CHAPTER IX - LOCAL BOARDS OF
HEALTH
Section 1. Vacancies on
each County Board of Health are filled by appointments by the secretary of the
Kentucky Cabinet for Human Resources, on recommendation of the county medical
society, among other entities. The Board of Directors will confer with the
secretary of the Kentucky Cabinet for Human Resources and recommend qualified
physicians to fill these vacancies.
CHAPTER X - PRINCIPLES OF
MEDICAL ETHICS
Section 1. The principles
of medical ethics of the American Medical Association, as in effect from time to
time, shall govern the ethical conduct of the members of the Society.
CHAPTER XI - DISTRIBUTION OF
ASSETS AT DISSOLUTION
Section 1. Upon
dissolution of the Society, all assets of the Society shall be applied and
distributed as follows:
a) All liabilities
and obligations of the Society shall be paid or discharged, or adequate
provision for such payment made.
b) All assets
remaining after payment of liabilities or obligations in subsection (a) shall be
distributed in accordance with the plan of merger or consolidation, or the plan
of liquidation or dissolution, as the case may be, as follows:
(1) In the case
of a merger or consolidation with another entity, to the combined treasury of
the successor.
(2) In the case
of a liquidation or dissolution, among the then active members of the Society in
good standing, on a pro rata basis.
CHAPTER XII - AMENDMENTS TO
BY-LAWS
Section 1. These By-Laws,
or any of them, may be altered, amended or repealed and new By-Laws may be
adopted by a vote of two-thirds of the members of the Board of Directors then
serving and with the approval of a majority of the members of the Society
present at a meeting of the membership of the Society at which such alternation,
amendment or repeal is presented.
CHAPTER XIII — INDEMNIFICATION
OF OFFICERS, DIRECTORS AND MEMBERS
OF COMMITTEES
Section1. The Society
shall, under the circumstances and to the full extent permitted by the laws of
Kentucky, indemnify all persons whom it may indemnify pursuant thereto,
including, but not limited to, the members of the Board of Directors of the
Society, the officers of the Society and members of each committee of the
Society.
CHAPTER XIV — TRANSACTIONS IN
WHICH DIRECTORS OR OFFICERS ARE
INTERESTED
Section 1. No contract or
other transaction between the Society and one or more of its directors or
officers, or between the Society and any other corporation, firm, or entity in
which one or more of the Society’s directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely because
of such relationship or interest, or solely because such director(s) or
officer(s) is (are) present at or participates in the meeting of the Board of
Directors or a committee thereof which authorizes, approves, or ratifies such
contract or transaction, or solely because his or their votes are counted for
such purposes, if:
a) The fact of such
relationship or interest is disclosed or known to the Board of Directors or the
committee that authorizes, approves, or ratifies the contract or transaction by
a vote or consent sufficient for the purpose without counting the votes or
consents of such interested director(s) or officer(s)
b) The fact of such
relationship or interest is disclosed or known to the members of the Society
entitled to vote thereon, and they authorize, approve, or ratify such contract
or transaction by vote or written consent; or
c) The contract or transaction
is fair and reasonable as to the Society at the time it is authorized by the
Board of Directors, a committee thereof, or the members of the Society.
Section 2. Common or
interested directors or officers may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee thereof that
authorizes, approves, or ratifies such contract or transaction.
Revised Constitution and Bylaws
of The Northern Kentucky Medical Society, approved by vote of the membership on
December 6, 2007.
Thomas E. Bunnell, M.D.,
President
Gordon W. Air, M.D., Chairman,
Constitution and Bylaws Committee
Northern
Kentucky Medical Society 
