Constitution and Bylaws

Wisconsin Medical Society Constitution

 

Article I. Name

The name and title of this organization shall be the Wisconsin Medical Society, Inc. (“Society”).

Article II. Purpose

The purpose of the Society shall be to represent and unify the physicians of the state of Wisconsin in order to advance the science and art of medicine, improve the health of the people of Wisconsin, and secure the enactment and enforcement of appropriate public policy.

Article III. Membership

The Society shall be composed of physicians, medical students and other individuals, as defined in the Bylaws.

Article IV. Structure and Governance

  1. Board of Directors. The Board of Directors (“Board”) shall be the policy-making body of the Society. The Board shall consist of Directors and Officers, as provided in the Bylaws. The Executive Vice President shall be an ex officio member of the Board, but without the right to vote.
  2. County Medical Societies. Members of the Society shall be organized into county medical societies (“county societies”). The county societies shall be chartered by the Board and organized into districts (“Districts”).
  3. Sections. The Board shall establish specialty and other special sections, as provided in the Bylaws.
  4. Membership Input_Individual members, county societies, or specialty or special sections may submit resolutions on an on-going basis. Such resolutions shall be considered by the Board on a regular basis with input from and ratification by the general membership.

Article V. Officers

Officers of this Society shall be a President, a President-Elect, an Immediate Past President, an Executive Vice President/Chief Executive Officer, and a Treasurer. No person shall hold more than one of the following positions concurrently: President, President-Elect, Executive Vice President, Treasurer, or Director, except that the Treasurer is a Director.  The President-Elect and Treasurer shall be elected by the general membership.

Article VI. FinancesChapter V: Sections

Funds may be raised by annual dues or by assessment on the members, or in any other manner approved by the Board. Dues, if any, shall be applied equitably to all members in each class.


Article VII. Annual Meeting

The Society shall hold an in person Annual Meeting when possible open to all members. The Annual Meeting shall include reports on Society activities and finances from the Society Officers and staff leadership.  The Annual Meeting may also include educational and/or scientific sessions and other activities as determined by the Board.

Article VIII. Constitutional Amendments


Wisconsin Medical Society Bylaws

Chapter I: Membership

Section 1. Eligibility

  1. Regular Membership. Any person possessing the degree of Doctor of Medicine (MD) or Doctor of Osteopathy (DO) or an equivalent degree as determined by the Wisconsin Medical Examining Board engaged in professional activities related to the practice of medicine (“professional activities”) in Wisconsin, or residing in Wisconsin, and not enrolled in a residency or fellowship training program, shall be eligible for Regular membership.

    The Chief Executive Officer (hereafter CEO) shall refer to the Membership Committee any Regular membership application if he/she determines that eligibility for regular membership is unclear.  The Membership Committee will consider the application and make a recommendation to the Executive Committee on whether the applicant is eligible for Regular membership. The Executive Committee shall rule on all such matters.  If the Executive Committee rules that the applicant is ineligible for Regular membership and ineligible for any other category of membership, the applicant may appeal the Executive Committee’s decision to the Board of Directors (“Board”) within thirty (30) days of receipt of the Executive Committee’s decision.  The Board shall rule on the application at its next scheduled meeting.  The Board’s decision shall be a final adjudication of the matter.


  2. Resident/Fellow Membership. Any person enrolled in a residency or fellowship training program in Wisconsin, including those persons on an approved leave of absence from a residency or fellowship training program in Wisconsin provided that person will be in good standing for return to the program upon return from the leave of absence, shall be eligible for Resident/Fellow membership.

  3. Student Membership. Any person enrolled in a Liaison Committee on Medical Education (LCME)-accredited medical education program in Wisconsin, including those persons (1) enrolled in a graduate program in Wisconsin as part of a dual-degree program at an LCME-accredited medical education program (e.g., MD/PhD, MD/MPH, MD/MBA, MD/MS) or (2) on an approved leave of absence from an LCME-accredited medical education program in Wisconsin provided that the person will be in good standing for return to the program upon return from the leave of absence, shall be eligible for Student membership.

Section 2. Application
Applications for membership shall be made in a manner determined by the Wisconsin Medical Society, Inc. (“Society”). Applications are subject to verification of eligibility for membership.

Section 3. Membership Classifications        

  1. Regular.
    1. Physician Full-Time. A member in good standing engaged full-time in professional activities.
    2. Physician Part-Time. A member in good standing engaged part-time in professional activities.
    3. Young Physician. Young physician members are those members who are not enrolled in a residency or fellowship training program, but are under 40 years of age or are engaged in professional activities within the first eight (8) years after residency and fellowship training.
    4. Retired. Retired members consist of those members who hold an MD or DO degree or an equivalent degree as determined by the Wisconsin Medical Examining Board but have retired from all professional activities for compensation.
    5. Life. Life members are those members who have been members of this or any other state, district or territorial medical society for fifty (50) years. All past presidents of the Wisconsin Medical Society shall also be granted a certificate of Life Membership.
  2. Physician Group. The Board of Directors (“Board”) may create a category of membership for physician groups. Each individual member of a physician group has his or her own member classification and all membership rights and privileges shall be held by the individual members of the physician group.
  3. Resident/Fellow. Resident/Fellow members are those members who are enrolled in residency or fellowship training programs in Wisconsin or on approved leave of absence from a residency or fellowship training program in Wisconsin provided that person is in good standing for return to the program upon return from the leave of absence.
  4. Student. Any person enrolled in an LCME-accredited medical education program in Wisconsin, including those persons: (1) enrolled in a graduate program in Wisconsin as part of a dual-degree program at an LCME-accredited medical education program (e.g., MD/PhD, MD/MPH, MD/MBA, MD/MS) or (2) on an approved leave of absence from an LCME-accredited medical education program in Wisconsin provided that the person is in good standing for return to the program upon return from the leave of absence. This class of membership is forfeited when the member is no longer enrolled in an LCME-accredited medical education program in Wisconsin.
  5. Supporting. Persons who are not otherwise eligible for membership may be eligible to become associated with this Society through one of these supporting membership classifications.
    1. Out-of-State Physician. Any person who holds an MD or DO or an equivalent degree as determined by the Wisconsin Medical Examining Board, and who resides or is engaged in professional activities, including training programs, outside of the state of Wisconsin, and who desires to support the purpose of the Society shall be eligible for this classification of membership. Such members shall be eligible to serve on councils and committees and participate in Society programs, but shall not be entitled to vote, hold office on councils or committees or serve as an Officer or Director of this Society.
    2. Physician Spouse/Domestic Partner/Significant Other. Any spouse, domestic partner or significant other of a physician who holds a regular membership in this Society who desires to support the purpose of the Society shall be eligible to apply for this classification of membership. Such members shall be eligible to serve on committees and participate in Society programs, but shall not be entitled to vote, hold office on councils or committees or serve as an Officer or Director of this Society. All applications shall be made to the Membership Committee, which shall make recommendations to the Board. Physician Spouse/Domestic Partner/Significant Other membership shall be granted upon a majority vote of the Board. The Society and its Officers reserve the right to deny membership, rescind an offer of membership, terminate membership and withdraw privileges of any member of this class for any reason.
  6. Other. The Board may create other classifications of membership. At the time of the creation of the classification of membership the Board shall define and record all rights and privileges of the new classification of membership as well as the application and approval process.

Section 4. Appeal Process for Membership Classification
Any member who feels aggrieved by his or her designated classification of membership shall have the right to appeal the designation to the Society’s Membership Committee, whose decision shall be final. Pending the outcome of an appeal the member shall remain in and retain all rights, benefits and privileges of his or her current designated class of membership.

Section 5. County Medical Society Membership Requirements

A member holds county medical society (“county society”) membership in a county in which he or she has a significant portion of his or her Wisconsin-related professional activities. A retired member shall hold his or her county society membership in his or her principal county of residence in Wisconsin.  A member in good standing may decide to transfer his or her county society membership to another county in which he or she has a significant portion of his or her professional activities. A request to transfer county society membership shall be made in writing and sent to the office of the CEO of the Society. The Society shall inform both county societies of the transfer request. Dues and assessments, if already paid by the member, will stay with the original county society. If dues and assessments have not yet been paid, they shall be paid to the county society where the member desires to transfer his or her membership.

Section 6. Disqualification         

  1. Suspension of Membership. A member shall be immediately and automatically suspendedfrom membership in the Society and in any of its county societies upon:
    1. Revocation or suspension of their medical license by the professional licensing body (medical or osteopathic) of any state, territory, or district in the United States.
    2. Non-renewal or voluntary surrender of their medical license pending disciplinary investigation or action by the professional licensing body (medical or osteopathic) of any state, territory, or district in the United States or as part of a settlement agreement related to such.
    3. Discharge or termination from a residency or fellowship program. This does not apply if the member is eligible for license in the state of Wisconsin at the time of the discharge or termination, or is enrolled in another residence or fellowship program.
    4. Expulsion or termination of studies at an LCME-accredited medical education program prior to graduation. This does not include those on an approved leave of absence from an LCME-accredited program that will be in good standing in the program upon return from the leave of absence.
  2. Rights of Suspended Members. No person whose name has been dropped from the membership roll of the Society shall be entitled to any of the rights or benefits of the Society, except that such rights and benefits shall continue during the period of an appeal by such person to the Board.
  3. Duty to Self-Report. Members are required to report the occurrence of any of the circumstances described in Ch. 1 Section 5.A. (1)-(4). The report shall be made in writing and mailed to the attention of the Society’s Chief Executive Officer within ten (10) days of the action’s occurrence. Such report shall include a description of the action taken, the name of the entity taking action, the entity’s given reason for taking such action and whether the action is currently under or subject to appeal. For circumstances described in Ch. I, Section 5.A. the member should explain the situation that led to the non-renewal or voluntary surrender of his or her license.

Section 7. Appeal Process for Membership Expulsions and Suspensions

  1. Any member who feels aggrieved by the Society’s or a county society’s decision to suspend or expel him or her shall have the right to appeal the suspension or expulsion to the Board, whose decision shall be final. A county society shall at all times be permitted to appeal or refer questions involving membership to the Board for final determination. The Board shall adopt procedures to implement this section.
  2. Pending the final outcome of any appeal to the Board the member shall retain all rights, benefits and privileges of membership.
  3.  

Chapter II:

Duties of Officers
At all times, the Officers of this Society shall uphold this Constitution and Bylaws and act in accordance with the policies and procedures of the Board. Incumbents shall serve until their successors are elected and installed.

Section 1. President

The President is the chief constitutional Officer of the Society. The term of the President begins upon being sworn into office and concludes upon the swearing in of the next President.

The President shall have the following responsibilities and commensurate authority:

    A. Uphold the Constitution and Bylaws of this Society.

    B. Support and articulate policies and programs adopted by the Board.

    C. Propose policies and programs that will further the goals and objectives of the Society.

    D. Serve as a member of the Board, with the right to vote.

    E. Serve as a member of the Executive Committee.

    F. Promote physician interest and encourage active participation among its members.

    G. Deliver an annual address to the membership.

Section 2. President-Elect

The President-Elect shall have the following responsibilities:

    A. Act for the President in his or her absence or disability.

    B. If the office of President should become vacant, succeed to the presidency. In the case of a vacancy in the office of both President and President-Elect, the Board shall designate one of its members as acting president.

    C. Serve as a member of the Board, with the right to vote.

    D. Serve as a member of the Executive Committee.

    E. Perform other duties assigned by the President or the Board.

Section 3. Immediate Past President

The Immediate Past President shall have the following responsibilities:

    A. At the conclusion of his or her term as President, automatically succeed to the office of Immediate Past President and serve in that office for one (1) year.

    B. Serve as a member of the Board with the right to vote.

    C. Serve as a member of the Executive Committee.

    D. Perform other duties assigned by the President or the Board from time to time.

Section 4. Treasurer

The Treasurer shall be nominated annually by the Board, and elected by the membership at the annual meeting of the Society.  Upon election, the Treasurer shall become a member of the Board, if not already a Director, with a vote, and his or her responsibilities shall include the following:

    A. Be responsible for all funds due the Society, including bequests and donations.

    B. Advise and assist the Board in making decisions on investment policy and financial matters.

    C. Serve as the Chair of the Board of Director’s Finance Committee and report to the Board on the Finance Committee’s actions.

    D. Disburse funds from the treasury in accordance with the Society’s approved fiscal policies.

    E. Facilitate the examination of the Society’s accounts as directed by the Board.

    F. Ensure that the Society’s accounts are audited annually.      

    G. Make an annual report to the membership on the financial standing of the Society, including a Statement of Financial Position and Statement of Activities.

Section 5. Chief Executive Officer (CEO)

The CEO of the Society is charged with the execution of policy as created and defined by the Board. The CEO’s duties shall include but are not limited to the following:

    A. Serve as an ex officio member of the Board without the right to vote.

    B. Be responsible to the Board and serve as its secretary, assist the Board and Officers in making decisions and implementing actions, share convictions and argue their merits.

    C. Perform the functions ordinarily assigned to the Chief Executive Officer including, but not limited to, responsibility over the day-to-day operation of the Society and its wholly-owned subsidiaries, and performance of the general managerial function for the Society and all of its divisions, activities, and personnel including employment and, as necessary, termination of all employees.

    D. Formulate and recommend for approval of the Board basic policies and programs, which will seek to achieve the objectives and goals of the Society.

    E. Work with the Board and the Treasurer to establish a program of fiscal responsibility for the Society including development of and operation within an annual budget.

    F. Act to insure that all funds, physical assets, and other property of the Society are appropriately safeguarded and administered.

    G. Fully inform the Board on the condition and operation of the Society. Make an annual report to the membership. 

 

Chapter III: Board of Directors

Section 1. Board of Directors

The Board shall be the executive body of the Society. It shall exercise the power conferred by the Constitution and Bylaws.

    A. Composition. The Board shall consist of the District Directors, the Young Physician Section Director, the Resident/Fellow Section Director, the two (2) Medical Student Section Directors, and the Medical Schools Section Director; the President, President-Elect, Immediate Past President and Treasurer of the Society. All District, Young Physician Section, Resident/Fellow Section, Medical Student Sections and Medical Schools Section Director designations shall be subject to the approval and confirmation of the Board. The Society’s CEO shall be an ex officio member of the Board but without the right to vote.

    B. District Directors. District Directors shall be designated from eight (8) geographic districts whose boundaries shall be determined by the Board. One (1) Director shall be designated from each district. In addition, there shall be designated Director(s) from each district based on a formula using the number of Regular members in each district as the numerator and the total number of Regular members of the Society as the denominator, rounded to the nearest whole number. This calculation shall be made every third year; shall be based on the year end membership totals; and, as nearly as possible, is to provide for no more than 31 District Directors. The number of Directors established for each district shall be approved by the Board and shall be reported to the districts by the CEO in advance of the District Caucus meetings. As nearly as possible, one-third of the District Director members of the Board shall be designated each year. All district director designations are subject to the approval and confirmation of the Board.

(1)Nomination and Designation. Each District Director shall be nominated and/or designated by the Regular members of the county society or societies from the district in which the Director has a significant portion of his or her professional activities or if retired (Retired or retired Life member) the county or county society of his or her principal residence in Wisconsin. In counties with no active county society, each Director shall be nominated and/or designated by the Regular members of this Society who are not members of any other county society and have a significant portion of his or her professional activities or in the case of Retired or retired Life members have his or her county of principal residence in Wisconsin in that county.

(2) Duties. The District Director is the district’s representative to the Board. The District Director shall attend Board meetings and bring to the Board’s attention relevant information from the district. The Director shall provide information about the Society’s activities to the members within the district. The Director shall visit each county within his or her district as needed or requested to provide information about the Society’s activities and help the county organize its county society or to keep informed of relevant matters within his or her district. The Directors from each district shall organize an annual conference or caucus with the county societies or counties within their districts to provide information on the Society’s activities. The District Director shall report to the Board and perform other duties as requested by the Board from time to time.

C. Young Physician Section Director. The members of the Young Physician Section of the Society shall designate one (1) Young Physician Section Director from among its members, subject to the approval and confirmation of the Board.   
D. Resident/Fellow Section Director. The members of the Resident/Fellow Section of the Society shall designate one (1) Resident/Fellow Section Director, subject to the approval and confirmation of the Board.
E. Medical Student Sections Directors. Each of the Society’s Medical Student Sections shall designate one (1) Medical Student Section Director, subject to the approval and confirmation of the Board.
F. Medical Schools Section Director. The members of the Medical Schools Section of the Society shall designate one (1) Medical Schools Section Director, subject to the approval and confirmation of the Board.

Section 2. Terms and Vacancies

 A. Terms. District Directors and the Young Physician Section Director shall serve for a term of three (3) years, commencing upon the Director’s approval and confirmation by the Board. The Resident/Fellow Section Director, the Medical Student Section Directors, and the Medical Schools Section Director shall serve for a term of one (1) year, commencing upon the Directors’ approval and confirmation by the Board. No individual shall be permitted to serve more than three (3) consecutive three-year terms as a District Director or Young Physician Section Director, or four (4) consecutive one-year terms as a Resident/Fellow Section Director, a Medical Student Section Director, or a Medical Schools Section Director. In addition, no individual shall be permitted to serve more than six (6) total terms in his or her lifetime as a District Director.

B. Vacancies. The Board may, by interim appointment, fill any position, other than those specified in this section, which may become vacant during the interval between Annual Meetings . The appointee shall serve until a successor has been designated and has qualified.
 (1) A vacancy in the remainder of the term of the Resident/Fellow Section Director shall be filled only by appointment by the Chair of the Resident/Fellow Section of the Society. A vacancy in the remainder of the term of a Medical Student Section Director shall be filled only by appointment by the Chair of the applicable school’s Medical Student Section of the Society. A vacancy in the remainder of the term of a Medical Schools Section Director shall be filled only by appointment by the Chair of the Medical Schools Section of the Society.
 (2) The Board may, by interim appointment, appoint a member of the Young Physician Section to fill a vacancy in the remainder of the term of the Young Physician Section Director during the interval between Annual Meetings. The appointee shall serve until a successor has been designated and has qualified. 
(3)
When a District initially qualifies for an additional Director, that position shall be considered new and not a vacancy for which the Board is authorized to make an interim appointment. The new Director position shall be filled at the next meeting of the Board in the manner provided in these Bylaws. The initial term of the new Director position shall be established to maintain the rotation of approximately one-third of the District Directors each year.

  1. Elections. Elections under this Chapter may be conducted through electronic voting mechanisms, as available.

                             

Section 3. Meetings

The Board shall meet in advance of the Society’s Annual Meeting and at such other times as necessary, subject to the call of the Board Chair or on petition of three (3) Directors. The Board shall hold a meeting to organize itself and conduct other business immediately following the Society’s Annual Meeting.

Section 4. Expenses

Each Director, upon submission of a properly itemized statement, shall be reimbursed for necessary traveling expenses incurred in fulfilling his or her official duties. Directors shall not, however, be entitled to reimbursement for attending the Society’s Annual Meeting.

Section 5. General Responsibilities and Functions

A. The Board shall elect a Chair and a Vice Chair from among the District Directors. The Chair shall submit an annual report to the membership, which shall include all major actions and policy decisions of the preceding year.
B. The Board shall nominate annually an individual to serve as Treasurer of the Society. C. The Board shall elect a CEO of the Society. The CEO need not be a physician or a member of the Society. D. The Board may create, combine or abolish other offices as it sees fit in the management of its affairs and in the discharge of its responsibilities. E. The Board may create councils and committees and appoint members to, combine or abolish them as it sees fit in the management of its affairs and in the discharge of its responsibilities. F. The Board shall adopt an annual budget providing for the necessary expenses of the Society; with the Treasurer, the Board shall supervise the investment of the Society’s funds; and the Board shall select a qualified independent accounting firm to audit the Society’s accounts and receive an annual audit of all of the Society’s accounts. G. The Board shall approve the time and location for the Society’s Annual Meeting. H. The Board shall evaluate applications from and issue charters to county societies. The Board may suspend or terminate the charter of any county society whose actions are in conflict with the letter or spirit of the Society’s Constitution and Bylaws or have violated the charter agreement entered into with the Society. In sparsely populated counties, the Board shall have the authority to organize the physicians of two (2) or more counties into a single county society; such multi-county societies, when organized and chartered, shall be entitled to all of the rights and privileges provided for other county societies. I.  The Board shall provide such facilities for the Society as may be required to properly conduct its business.
J. The Board shall provide for and oversee the issuance of all publications of the Society, including proceedings, transactions and memoirs. It shall have the authority to appoint a medical editor for the official Journal of the Society and such assistants as it deems necessary.

Section 6. Extraordinary Responsibilities and Functions

The Board shall be the judicial body of the Society.

    A. Conduct and Discipline. The Board may decide any questions of conduct or discipline of members, or any questions involving the rights and standing of members, whether in relation to other members, to the county societies, or to this Society. It shall develop and publish procedures for discipline, including denial of initial or continuing membership, for those physicians who fail to provide quality health care, fail to pay dues, lose their license to practice, or other cause. The Board’s decisions in all cases shall be final, including the right to expel a member.

        (1) The Board’s right to original jurisdiction includes but is not limited to the right to decide cases when:

            (a) The affected parties reside within the boundaries of a single county society, are members of the county society, and that society does not wish to assume jurisdiction;

            (b) The affected parties reside in two (2) or more county society jurisdictions or counties.

        (2)The Board may delegate to the Executive Committee; appoint a council or committee; or appoint an ad hoc committee to investigate, evaluate and issue a decision regarding questions of conduct or discipline of members. In issuing its decision, the council or committee may acquit, admonish, or otherwise discipline the member as appropriate, or recommend to the Board that the member be suspended or expelled. If the council or committee recommends suspension or expulsion, the Board must approve that action before it becomes final.

        (3) A member may appeal to the Board a disciplinary decision issued by a council or committee, or as provided in Ch. I, Section 7.

    B. Removal of Officers and Directors. The Board may, by a three-quarters vote of its voting members, remove from office any voting Officer or Director who has been shown to have violated the Society’s code of ethics; disclosed information deemed confidential by the Board; knowingly misrepresented the Society or its official positions to persons or entities outside of the Society; grossly, willfully or repeatedly neglected his or her official duties or responsibilities; or acted in a manner deemed contrary to the Society’s Constitution, Bylaws, policies or procedures.

        (1) The Board shall provide notice of the proposed removal and the grounds on which it is based to the affected Officer or Director at least 14 days before the meeting at which the proposed removal will be acted upon. The affected Officer or Director will be given an opportunity to address the Board with respect to the proposed removal before the vote is taken.

        (2) Any vacancy created on the Board by the removal of an Officer or Director shall be filled in accordance with the procedures specified in Section 2 of this Chapter.

Section 7. Committees of the Board

    A. Executive Committee. There shall be an Executive Committee of the Board. The Executive Committee shall consist of the President, the President-Elect, the Immediate Past President, the Chair and Vice Chair of the Board, the Chair of the Finance Committee, the Chair of the Membership Committee, and two (2) additional Directors to be appointed annually by the Board Chair. The Board Chair shall chair the Executive Committee. The Executive Committee shall possess and may exercise all the powers of the Board between meetings of the Board. The Executive Committee shall meet prior to the meetings of the Board and at such other times as may be required, subject to the call of the Chair or on petition of three (3) voting members, and shall report all of its actions and deliberations to the Board for its consideration at the next Board meeting.  The CEO shall serve as an ex officio member of the Executive Committee without the right to vote.

    B. Finance Committee. There shall be a Finance Committee of the Board. The Finance Committee shall safeguard the Society’s Finances and oversee the financial operation of the Society. The Finance Committee shall be composed of no fewer than five (5) and no more than nine (9) members, including the Society’s Treasurer, a member of the Membership Committee, the Immediate Past President, a member of the Board of the Wisconsin Medical Society Holdings Corporation, no fewer than one (1) and no more than three (3) additional voting members of the Board and up to two (2) individuals who are not members of the Board and need not be members of the Society. The Society’s Treasurer shall serve as the Chair of the Finance Committee. The Finance Committee shall report to the Board as necessary, but not less than once each year.

    C. Membership Committee. There shall be a Membership Committee of the Board. The Membership Committee shall address membership and dues-related issues that may arise from time to time. The Membership Committee shall be composed of no fewer than seven (7) members, including four (4) voting members of the Board, at least one of whom is a member of the Finance Committee, three (3) at-large non-Board members who reflect appropriate membership demographics, and others appointed by the Board from time to time. The Membership Committee shall designate a Chair from among its members and shall report to the Board as necessary, but not less than once each year.

    D. Constitution and Bylaws Committee. There shall be a Constitution and Bylaws Committee of the Board. The Constitution and Bylaws Committee shall ensure the integrity of the Society's Constitution and Bylaws by periodically reviewing the documents to ensure consistency with changes in state and federal law and the organization’s current practices; and by recommending to the Board appropriate amendments to promote effective governance, comply with the law and meet the changing needs of the organization. The Constitution and Bylaws Committee shall be composed of no fewer than seven (7) and no more than nine (9) members, including two (2) voting members of the Board who shall be voting members of the Committee. The Chair of the Board shall appoint all voting members including the Committee Chair. The Chair of the Board shall take into consideration membership demographics and governance experience when making appointments. The Constitution and Bylaws Committee shall report to the Board as necessary, but not less than once each year.

 

Chapter IV: County Societies

Section 1. Charters
The Board shall issue charters to all county societies who have signed a charter agreement and submitted their constitutions and bylaws to the Board, provided that their constitutions and bylaws are not inconsistent with the Constitution and Bylaws of this Society. All county societies shall sign a charter agreement annually. Failure to sign the charter agreement may result in the suspension or termination of a county society’s charter. All county societies shall submit revisions of their constitutions and bylaws to the Society for approval by the Board and filing with the CEO. Where a county society’s constitution and bylaws are unavailable, the model constitution and bylaws for county societies, as last approved by the Board, shall apply.

Section 2. County Societies
Only one (1) county society shall be chartered in each county. In sparsely populated counties, the Board may organize the physicians of two (2) or more counties into a single county society as provided in Ch. IV, Section 5.H. of these Bylaws. Such multi-county societies, when organized and chartered, shall be entitled to all of the rights and privileges provided for other county societies. To remain active a county society shall meet at least once each calendar year.

Section 3. Secretary
The secretary of each county society shall obtain a roster of its members from the Society. The Secretary shall record and retain minutes of all meetings of the county society and its members.

Section 4. Inactive Status
An active county society may voluntarily become inactive by a vote of the county society’s Regular members in accordance with the county society’s Constitution and Bylaws. A county society that becomes inactive shall provide written notice to the Society’s CEO of the change in status within thirty (30) days.

A county society will be declared inactive if it does not hold at least one (1) business/planning meeting each calendar year. The Society’s Board will notify the county society in writing of a decision to place the county society on inactive status. Such notice shall be sent to the current President of the county society on record, with copies being sent to all known Officers of the county society.  A county society will also be considered inactive if its charter has been suspended.

If a county society becomes inactive, the Society shall no longer collect dues on its behalf. Once a county society is inactive for three (3) years, its charter shall be terminated, the organization shall be formally disbanded and the entity shall dissolve and settle all financial commitments, including distribution of its assets, within sixty (60) days.

Section 5. Suspension or Termination of Charter
The Board may suspend or terminate the charter of any county society whose actions are in conflict with the letter or spirit of the Society’s Constitution and Bylaws, has violated the charter agreement entered into with the Society or has remained inactive for three (3) years. If a county society’s charter has been suspended, it will be considered inactive. A county society may reverse a suspension of its charter within one (1) year by resolving the issues that led to the initial suspension of its charter. If the suspension is not remedied within the required time, and the county society has not received an extension from the Society’s Board to accomplish such, the suspension shall be converted to a termination. Written notice of such action shall be mailed to the county society’s current President on record. Such notice shall be sent to the current President of the county society on record, with copies being sent to all known Officers of the county society.

Once a county society’s charter is terminated, the county society shall be formally disbanded and the county society shall dissolve and settle all financial commitments, including distribution of its assets, within sixty (60) days.

Section 6. Regaining Active Status
A county society deemed inactive by reason of not meeting annually or by vote of its membership, may regain active status within three (3) years of being deemed inactive by submitting to the Society’s Board, for its review and approval, a request, which must include:(1) a proposed constitution and bylaws for the county society requesting re-activation (2) a proposed meeting date for the re-activated county society and (3) a list of at least five (5) Regular members willing to take on a leadership role with the re-activated county society. The Board shall review the request at its next regular meeting. The Board shall notify the county society, in writing, of its decision. Such notice shall be sent to the current President of the county society on record, with copies being sent to all known Officers of the county society.

A county society deemed inactive by reason of suspension or termination of its charter for acting in conflict with the letter or spirit of the Society’s Constitution and Bylaws or violating the charter agreement entered into with the Society may only regain active status by resolving all issues that led to the suspension or termination to the satisfaction of the Board. The county society shall submit a written request to the Board requesting the suspension or termination be rescinded and the county society regain active status. The request shall outline the actions taken by the county society to resolve the issues that led to the suspension or termination. The Board shall review the request at its next regular meeting. The Board shall notify the county society, in writing, of its decision. Such notice shall be sent to the current President of the county society on record, with copies being sent to all known Officers of the county society.

If members of the Society wish to organize in a county in which a previously organized county society has had its charter terminated, it shall apply to the Board of the Society to be recognized and chartered as a county society. The application must include: (1) a proposed constitution and bylaws for the newly organized county society (2) a proposed meeting date for the newly organized county society and (3) a list of at least five (5) Regular members willing to take on a leadership role with the newly organized county society. The Board shall review the application at its next regular meeting and if appropriate enter into a charter agreement with the newly organized county society.

Chapter V: Sections

Section 1. General Provisions

The Board shall establish specialty and special sections within the Society.
A. Officers. The Officers of each specialty and special section shall be designated by and from its membership. The terms of such Officers shall be for one (1) year, but any Officer may serve additional terms, subject to applicable provisions of the section’s bylaws.
B. Resolutions. No section shall have the power to bind the Society by any resolution or other action. No resolution or action by a section shall be effective or publicized unless it has been approved by the Board.C. Meetings. Scientific meetings of any section shall be open to all members in good standing of the Society.

Section 2. Specialty Sections

Specialty sections of this Society shall represent various medical specialties. To be recognized as a specialty section by this Society, the section must represent a specialty that is represented in the American Medical Association House of Delegates or, be a specialty or subspecialty recognized by the American Board of Medical Specialties, and have at least twenty (20) members who are members of this Society.

   A. Special Requests. The specialty sections of this Society are considered an integral part of the Society’s working committee structure. Specialty sections shall be regarded as special committees of the Society from which the Board or any council or committee may seek advice and assistance on matters of special or general concern to the medical profession and the health of the people of Wisconsin. The specialty sections will be expected to give special requests prompt consideration and response so that the Society may make maximum use of their resources.

Section 3. Special Sections

The Board may establish special sections that do not meet the criteria for a specialty section, including without limitation, a Young Physician Section, a Resident/Fellow Section, two (2) Medical Student Sections and a Medical Schools Section, as described below.

    A. Young Physician Section. There shall be a Young Physician Section of the Society. 

(1)The Young Physician Section shall designate from among its members one (1) representative to the Society’s Board. If a vacancy occurs in the Young Physician Section Board seat, the Board may appoint a Young Physician Section member to fill that vacancy. The Young Physician Section Director shall serve for a term of three (3) years and no person may serve more than three (3) consecutive three-year terms as the Young Physician Section Director.

        (2) The Young Physician Section shall be governed by its own bylaws, which it shall adopt and amend from time to time, subject to approval by the Society’s Board.

    B. Resident/Fellow Section. There shall be a Resident/Fellow Section that is composed of Resident/Fellow members of the Society.             

(1)The Resident/Fellow Section shall designate one (1) Section member to serve as its representative to the Society’s Board. The Resident/Fellow Director shall serve for a term of one (1) year. No person may serve as Resident/Fellow Director for more than four (4) terms.

        (2) The Resident/Fellow Section shall be governed by its own bylaws, which it shall adopt and amend from time to time, subject to approval by the Society’s Board.

    C. Medical Student Sections. There shall be two (2) Medical Student Sections of the Society, one (1) representing the students of the University of Wisconsin School of Medicine and Public Health and one (1) representing the students of the Medical College of Wisconsin.

  1. Each Medical Student Section shall designate one (1) Section member to serve as its representative to the Society’s Board. Each Medical Student Section Director shall serve for a term of one (1) year. No person may serve as Medical Student Section Director for more than four (4) terms.

    D. Medical Schools Section. There shall be a Medical Schools Section of the Society.

(1)The Medical Schools Section shall designate one (1) section member to serve as its representative to the Society’s Board. The Medical Schools Section Director shall serve for a term of one (1) year. No person may serve as Medical Schools Section Director for more than four (4) terms.

        (2) The Medical Schools Section shall be governed by its own bylaws, which it shall adopt and amend from time to time, subject to approval by the Society’s Board.

   

Chapter VI: Councils and Committees

Section 1. Appointments
The Board shall create and appoint members to such councils and committees, either permanent or ad hoc, as it deems necessary to properly conduct the affairs of the Society. When creating a council or committee, the Board shall issue a written charge that specifies its duties and responsibilities. Councils and committees shall develop recommendations from their studies and activities for action by the Board.

Section 2. Membership in Councils and Committees
Membership on the Society’s councils and commissions shall be composed of Regular, Resident/Fellow and Student members of the Society. Supporting members shall be eligible to serve on councils and committees, but shall not be entitled to vote or hold office within a council or committee. The Board may appoint non-members of the Society as special representatives to councils and committees if their expertise and knowledge will benefit such councils or committees; however, non-member representatives shall not have the right to vote or hold office within the council or committee unless specifically granted that right by the Board.

Section 3. Operations of Councils and Committees
Councils and Committees may communicate, meet or conduct other business in person, by phone or through electronic mechanisms, as available.

Section 4. Combining or Abolishing Committees
The Board may combine or abolish councils or committees as it sees fit in the management of its affairs and in the discharge of its responsibilities.


Chapter VII: Dues and Assessments

Section 1. Dues and Assessments
The dues and assessments for members of this Society shall be assessed annually. The amount of dues and assessments shall be determined annually by the Board.

The Board shall have the authority to implement pilot membership incentive programs within the standard dues structure. Prior to implementing a pilot membership incentive program the Board shall give full consideration to the impact upon county society dues.

Section 2. Non-payment of Dues
Dues and assessments shall be payable as determined by the Board. Any member whose current year’s dues have not been received by the CEO on or before the dues payment deadline, as established by the Board, shall be deemed in arrears and shall be removed from the membership rolls of this Society and, as applicable, the county society until such time as full dues for the current year have been received.

Section 3. Exemption, Deferral or Waiver of Dues
The Membership Committee in coordination with the Board may, at its discretion and in accordance with established policy, exempt, defer or waive, partially or fully, the dues of any member who submits a written request to the Membership Committee before dues have become six (6) months in arrears, citing the reason for the request.

Section 4. Record of Payment
The record of payment of dues and assessments on file in the offices of this Society shall be final as to the fact of payment by a member and to the right to participate in the business and proceedings of the Society and to any other benefits and privileges of membership.

 

Chapter VIII: Ethical Guidelines
The Board shall adopt ethical guidelines for the members of this Society.

Chapter IX: Parliamentary Procedure
The current edition of American Institute of Parliamentarians Standard Code of Parliamentary Procedure applies in all parliamentary situations that are not provided for in the law or in the Society’s Constitution, Bylaws, or rules.ai

Chapter X: Dissolution
The Society shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Society. Upon dissolution of the Society, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations selected by the Board. Any organization to which the remaining funds and property of the Society are to be conveyed must be exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or under any successors to the Sections of the Code, as they may be in effect at the time of conveyance.

Chapter XI: Amendments to These Bylaws in the Absence of a House of Delegates

The Board of Directors is authorized to make any necessary amendments to the Bylaws as they deem prudent by a two-thirds vote, in lieu of any other language in prior Bylaws which placed this authority with a House of Delegates.  Motions within a Board meeting to amend the Bylaws must be held over until the next meeting of the Board which shall be held no sooner than 45 days later to allow for dialogue with general membership before a vote on such Bylaws amendments can take place.

Approved by Board of Directors 11/7/2020


The Board may amend any article of this Constitution by a two-thirds vote of the members of the Board present at any Board meeting, provided that such amendment was introduced as a constitutional amendment at the previous Board meeting and that it has been officially published by the Society at least 45 days prior to the meeting at which the amendment will be voted on.

Article IX. Referendum

  1. The Board may, by a two-thirds vote of those present, submit any question to the membership of the Society for its vote, except amendments to the Constitution. The Board shall determine prior to submission whether a referendum shall be advisory or binding, and so advise the membership at the time of submission. A majority vote of all members of the Society who are eligible to vote shall determine the question on a binding referendum.
  2. In June 2024 a referendum open to all members in good standing will be conducted with regard to the following question: Should the Wisconsin Medical Society rescind the constitutional amendment adopted in August 2020? An affirmative vote of a majority of members voting will result in the immediate rescinding of that amendment and reversion to the prior constitutional language. This paragraph will sunset from the constitution upon the completion of the 2024 referendum.

Article XI. Seal
The Society shall have a common seal. The power to change or renew the seal shall rest with the Board.

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