Colorado Medical Society

Introduced by: Constitution & Bylaws Committee

Subject: Amend Bylaws and Policy Manual – Chief Executive Officer

Referred to: Reference Committee on Board of Directors/Constitution & Bylaws/Credentials

WHEREAS, the Colorado Medical Society is advancing its image into new areas of influence, and

WHEREAS, the title of "Executive Director" is an archaic term for an organization of large scope, and

WHEREAS, the title should be used consistently throughout the Bylaws and Policy Manual, therefore be it

RESOLVED, that the titles "Executive Director" and "Chief Administrative Officer" be replaced by "Chief Executive Officer” in the Bylaws and Policy Manual as follows, and be it further

RESOLVED, that the title "Executive Director" be replaced by "Chief Executive Officer" in all forms of communication, e.g., business cards, letters, etc.

Chapter V – Board of Directors

Section 2. Duties and Powers

b. (1) Executive Staff: The Board shall direct administrative staff, through the Chief Administrative EXECUTIVE Officer, in accomplishing the activities, goals and objectives of the Colorado Medical Society.

(2) Chief Administrative EXECUTIVE Officer: The Chief Administrative EXECUTIVE Officer is directly responsible to the Colorado Medical Society Board of Directors. The Chief Administrative EXECUTIVE Officer has the responsibility and authority to administer the business operations of the Colorado Medical Society and related or affiliated organizations and to coordinate the activities and functions of the Colorado Medical Society and all affiliated organizations. The Chief Administrative EXECUTIVE Officer shall see that an annual audit is conducted by an approved certified public accountant, whose report shall be submitted to the Board of Directors and the House of Delegates. The Chief Administrative EXECUTIVE Officer and other appropriate staff shall be bonded at the expense of the Society in such a manner as the Board of Directors may require. The Board shall annually review the activities of the Chief Administrative EXECUTIVE Officer.
Section 3. President

a. Duties: The President shall represent the entire membership and the best interests of the Society and shall exercise personal leadership in the motivation of officers, Directors, councils and committee members, staff and the membership. The President shall influence the establishment of goals and objectives for the Society during the term of office. The President shall be the official spokesperson for the Colorado Medical Society, but may assign this responsibility to the Chief Administrative EXECUTIVE Officer or others as appropriate. The President shall serve as Chair of the Executive Committee and as the Chair of the Board of Directors. The President shall support and defend policies and programs adopted by the House of Delegates and the Board of Directors. The President may make suggestions in writing at any time to the House of Delegates or to any board, council or committee and will be an ex officio non-voting member of all councils and committees of the Society. The President shall have additional duties assigned by the House of Delegates or the Board of Directors, which are not inconsistent with the Bylaws. Each year the President and the Board of Directors shall approve the President’s Position Description for that year, which shall be included in the Standing Rules of the Board of Directors.

Section 6. Secretary

a. Duties: The Secretary is the Chief Administrative EXECUTIVE Officer of the Society charged with the execution of policy as created and defined by the House of Delegates and the Board of Directors. Duties of the Secretary shall include being secretary of and responsible to the Board, assisting the officers in making decisions and implementing actions. Duties as Chief Administrative EXECUTIVE Officer shall be a) assume the general managerial duties of all Society divisions, activities and personnel; b) be custodian of all records and papers belonging to the Society, except such as properly belong to the Treasurer; c) keep a count of and promptly turn over to the Treasurer all funds of the Society which come in to the Secretary; d) maintain current copies of each component county society’s constitution and bylaws; e) conduct the official correspondence notifying members of meetings, officers of their election, and councils and committees of their appointments and duties; f) employ such staff as is needed to effectively execute the policies of the Society; g) make a report to the Annual and Interim Meetings of the House of Delegates.

Section 7. Executive Committee: There shall be an Executive Committee of the Board of Directors composed of the President, President-elect, Immediate Past President, Treasurer and four members of the Board of Directors to be selected by the Board of Directors. The Chief Administrative EXECUTIVE Officer shall serve ex officio without vote on the Executive Committee and on the Board of Directors. The Executive Committee shall act for the Board in emergency or in other unusual situations between meetings of the Board, and shall report all its actions in full at the next regular meeting of the Board, for review and appropriate action by the Board.
Chapter XI – Elections

Section 1. Nominating Procedure

B. Eligibility for office shall be reviewed by the CHIEF Executive Director OFFICER, and the House of Delegates shall decide any questions regarding eligibility.

Chapter XII - Recall

Section 2. Verification of Signature: Upon receipt of a petition for recall, the Chief Administrative EXECUTIVE Officer of the Society shall verify the signatures and the qualifications of the persons who signed the petition.

Section 5. Action by the Chief Administrative EXECUTIVE Officer: If the nature of the petition for recall indicates some conduct which would require or justify appropriate action of a committee of the Colorado Medical Society, the Chief Administrative EXECUTIVE Officer shall have the authority to refer the matter to such committee.

Chapter XIII – Society Meetings and Special Meetings

Section 3. Special Meetings of Society

Special Meetings of the House of Delegates may be called by (1) vote of the House at a previous meeting, or by (2) order of the Board of Directors. A Special Meeting must be called upon petition signed by at least one-third of the accredited members of the House of Delegates representing at least one-fifth of the component societies, and presented to the Chief Administrative EXECUTIVE Officer.

Policy Manual

900.999 Evaluation of Chief Administrative EXECUTIVE Officer

The Executive Committee of the Board of Directors will evaluate the Chief Administrative EXECUTIVE Officer on an annual basis as outlined in the guidelines presented to the Board -- the evaluation is to be conducted at the time of budget preparation.

(Motion of the Board, January 1980)

FISCAL IMPACT: Minimal