The Council

Bylaws of the Council

(approved April 25, 1992)

ARTICLE I NAME

The name of the organization shall be Council of New England State Medical Societies.

ARTICLE II PURPOSE

The purpose of the Council is to effect close cooperation among the New England state medical societies in maintaining the highest standards of medical practice throughout this geographical area of the United States. Its further purpose is the solution of problems of mutual interest and provision of a forum for discussion with the New England State Delegates to the American Medical Association.

ARTICLE III MEMBERSHIP

• The Council shall be composed of Delegates and Alternate Delegates to the American Medical Association House of Delegates from the component New England states of the Council, the Presidents and Presidents-elect of each component state medical society or association and the Executive Directors or Executive Vice Presidents of each component state medical society or association.
• Each member shall have one vote.

ARTICLE IV OFFICERS AND DUTIES

• The elective officers shall be: President, Vice President, who shall be President-elect, and a Secretary/Treasurer. All officers shall be doctors of medicine or osteopathy.
• The term of office shall be one year. It shall extend from the annual meeting or until their successors are elected.
• Elections shall be from a slate submitted by the Committee on Nominations, plus nominations from the floor. Elections shall be by ballot or unless there is but one candidate for an office, then a voice vote may be taken.
• Rotation of presidential office nomination among the six states shall occur annually. Nomination default shall automatically pass this privilege to the next state in rotation.
• Duties of the President. The President shall be the executive officer of the Council. The President shall have charge of the Council property and may dispose and administer it as the members may direct. The President may call special meetings of the Council or of its committees and shall call special meetings of the Council when requested in writing by ten members. The President shall be an ex-officio member of all committees of the Council except the Committee on Nominations. The President shall appoint members of standing committees, and, unless otherwise directed, members of special committees. The President shall arrange for administrative direction and secretarial function.
• Duties of the Vice President. The Vice President shall preside in the absence of the President. The Vice President shall be a member ex-officio of all committees except the Committee on Nominations.
• Duties of the Secretary/Treasurer. The Secretary/Treasurer shall be responsible for keeping financial records of the Council. The Secretary/Treasurer shall collect all money, pay all bills, present a financial report at the semi-annual meeting, and subject to approval of the Council, invest Council funds. The Secretary/Treasurer shall be custodian of the seal, signet, or insignia of the Council when such exists and shall be bonded as the Council directs.

ARTICLE V EXECUTIVE STAFF

• The executive staff serves the Council at the pleasure of the President. It may be full or part time person or persons with the titles appropriate to the situation or it may be made up of members of the staff of one or more of the component medical societies or associations.
• An executive staff person shall notify members of meeting of the Council, make arrangements for all meetings at the direction of the President, assist committees, and keep records of all meetings as appropriate. Executive staff will be the custodian of all communications. Executive staff will maintain accurate and current membership lists.
• Executive staff shall perform such other duties as the President may direct.
• The salary of the executive staff shall be fixed by vote of the entire Council.

ARTICLE VI COMMITTEES

• Committee on Nominations. It shall consist of six physician members, one from each New England state, elected by their respective delegations. It shall submit its nominations for officers at the annual meeting of the Council.
• Other committees such as arrangements, medical economics and insurance, medical education, rural and urban health shall be appointed from time to time as appropriate by the President.

ARTICLE VII MEETINGS

• The members shall meet once in the Spring and once in the Fall. The Fall meeting shall be the annual meeting. Emergency meetings may be convened by notice from the President.
• Meetings of the Council or committees of the Council require fourteen days notice.
• The site of each succeeding meeting shall be decided by members in each session. The date shall be designated by the President after appropriate arrangements have been secured by executive staff.
• The meetings shall be in New England, unless otherwise voted by the members.
• A quorum shall be twelve members provided four states are represented.
• All resolutions and proposed actions to be passed must receive a three fourths vote of the members present.
• The agenda for each upcoming semi-annual meeting shall be distributed by first class mail to the members approximately one month prior to the meeting.
• Executive staff shall solicit and distribute reports from New England State Presidents and other appropriate information pertinent to the deliberation of the Council.
• The President shall appoint a parliamentarian as necessary.
• The presence of guests, and their status at meeting, may be approved by vote of the members present.

ARTICLE VIII CONDUCT

The rules contained in the current edition of Sturgis Standard Code of Parliamentary Procedure, shall govern the deliberations of the Council in all cases to which they are applicable and in which they are not inconsistent with the Bylaws of the Council and the standing rules.

ARTICLE IX FINANCE

• Dues shall be paid to the Council by the composite state medical societies and associations in proportion to the size of their membership. The proportionate sum shall be decided as necessary from year to year.
• The assets of the Council shall be safeguarded by the Secretary/Treasurer, and reported at the annual meeting.
• In the event of dissolution of the Council, the assets shall be divided among the composite state medical societies and associations in the same proportion as their dues assessment in the year of dissolution. This tenet
• Expenditure of funds of the Council shall be divided by three fourths vote of the Council except for emergency expenditures which the President may direct. The President shall be held accountable to the Council for all such emergency expenditures. An audit may be called by majority vote of the Council.

ARTICLE X SEAL

The Council may have a common seal, with power to break, change or renew the same.

ARTICLE XI RULES AND REGULATIONS

The Council shall adopt such rules and regulations as may be necessary to implement more specifically the general principles found within these Bylaws. Such rules and regulations shall be part of these Bylaws, except that they may be amended or replaced at any regular meeting at which a quorum is present, and without previous notice, by a three fourths vote of those Council members present, as long as four of six New England states are represented. Such changes shall become effective immediately.

ARTICLE XII UNUSUAL SITUATIONS

Whenever a question arises which is not specifically covered by these Bylaws, it may be resolved by majority vote of the Council in semi-annual session. Emergency matters not covered by these Bylaws arising at other times may be decided by the President in consultation with the officers and one member from each of the composite member state societies and associations.

ARTICLE XII AMENDMENTS

These Bylaws may be amended at any meeting of the Council by a three fourths vote of all the members present at that meeting, provided that written notice of the subject or the proposed amendment has been seen to members of the Council not less than thirty days prior to such a meeting, and provided that four of the six New England States are represented and voting.