Bylaws

The name of any person on the official roster of the Colorado Medical Society shall be prima facie evidence of the person’s membership and the right to all privileges of that class of membership. An official Society roster shall be maintained at all times in the offices of the Colorado Medical Society.

There will be Active and Non-Physician Members of the Colorado Medical Society. The term physician refers to those persons who have graduated from an accredited school of medicine or osteopathy or those persons actively engaged in the study of medicine or osteopathy and who are enrolled in a Liaison Committee for Medical Education Accredited School of Medicine or American Osteopathy Association Accredited School of Osteopathy. The term physician will be used exclusively in that context for the purpose of these Bylaws. Only physicians can be active members of the Colorado Medical Society.

1. Active Members. Active Members of CMS shall be those physicians and medical students who are in good standing as Active Members of their respective component societies, and who have been so certified by the Colorado Medical Society. All Active Members shall have the rights and privileges of membership as provided by the Bylaws.
 
1. Active Members I and II. Active Members in the first two years of their practice will be afforded lower membership dues unless elected as a result of a reduced-dues membership promotion; physicians who are elected after July 1 are granted active II or I classification for that partial year and the subsequent full year. They shall pay 35% of annual active dues during the first partial year of membership. In the second year they shall pay 70% of annual active dues. Following that, physicians shall pay 100% of annual active dues. Interruption of this two-year period, such as for residency, fellowship or preceptorship, military service or illness, will postpone completion of that two-year benefit. If elected as a result of a reduced-dues membership promotion, physicians shall pay the reduced dues for their first year of membership and shall pay 100% of annual active dues beginning with their second year of membership.
 
2. Active Members Emeritus. An Active member may apply for Emeritus Classification in any of the following circumstances:
1. A member who has been a dues-paying member of the Colorado Medical Society for 35 years and who is retired or works less than 20 hours per week.
2. An Active Member who because of unusual circumstances has petitioned the CMS Board of Directors for special consideration.
3. Active Members Emeritus classification shall be accorded for life to those members who are practicing less than 20 hours per week or retired, and who have paid dues to CMS for 35 years. It shall be accorded for life unless the member returns to the practice of medicine 20 or more hours per week thereby relinquishing the right to that classification. Active Members Emeritus shall have the right to vote and hold office, and will pay dues as set by the Board of Directors. All CMS members who have attained Emeritus status as of Sept. 15, 2012 shall be allowed to keep that status.
3. Active Members Dues Exempt. An active member may be reclassified Active Member Dues Exempt if a temporary financial hardship reduces the physician’s practice or occupation to less than half time. This temporary financial hardship may result from physical disability, major illness or personal catastrophe. Reclassification will be made by the Board of Directors upon recommendation of the Component Society and will be reviewed annually by the Component Society. Active Members Dues Exempt shall enjoy all the rights and privileges of membership, including the right to vote and hold office. A member approved for Active Member Dues Exempt status shall receive, upon request, a pro rata refund of dues paid.
4. Active Members Graduate and Student. Residents, Fellows and students enrolled in training programs recognized by the American Medical Association or the American Osteopathic Association not living in or attending medical school in the state of Colorado shall be eligible to become honorary, non-voting members at large. The student membership shall have restrictions as stated in the Bylaws of the Medical Component of CMS and shall pay annual dues or assessments in an amount not to exceed 10% of the annual Active dues or assessments as set by the CMS Board of Directors.
5. Active Members Part-Time. Unless elected as a result of a reduced-dues membership promotion, Active Members practicing half time or less shall pay 50% of annual active dues. If elected as a result of a reduced-dues membership promotion, physicians shall pay the reduced dues for their first year of membership and shall pay 50% of annual active dues beginning with their second year of membership. Half time or less shall be defined as an average of less than 20 hours per week in a calendar year in medically-related fields, e.g., direct patient care, administration, academia, etc., for which remuneration is received. Professional liability insurance rates may be considered in determining this classification. This classification must be approved by the Component Society. The Component Society shall annually review members in this classification.
6. Active Members – Military. Unless elected as a result of a reduced-dues membership promotion, physicians on full-time military duty shall be accorded a reduced dues classification for as long as they perform full-time military service on active duty in the uniformed services stationed in Colorado. They shall be required to pay 35% of annual active dues. If elected as a result of a reduced-dues membership promotion, physicians shall pay the reduced dues for their first year of membership and shall pay 35% of annual active dues beginning with their second year of membership. Their Component Society must approve all requests for this classification.
7. Local Membership. Any component which authorizes local members in its bylaws may accept any physician who qualifies for membership as a Local Member who will belong to the Component Society only and not be a member of CMS.
8. Direct Membership. Any physician may be a direct member of CMS without also belonging to a Component Society if the Component Society becomes inactive or if the physician is currently in a formal internship, residency or fellowship training program.
2. Inactive Members. Dues-paying Active members of the Colorado Medical Society who wish to maintain an affiliation with CMS and anticipate further reinstatement to membership may request inactive status for a period of six or more months. Inactive Members may not vote or hold office at the state or component level and shall not be required to pay dues during the time of inactivity. Inactive Members can apply to their Component Society for reinstatement. Inactive status is appropriate for members in missionary service, absence from the state for a period of time, sabbatical or other educational absences or illness, etc., or as determined by the Board of Directors.
3. Honorary Members. The Board of Directors may elect as an honorary member any exceptionally distinguished person who has made significant contribution to the constitutional purposes of CMS. Honorary Members may neither vote nor hold office, and shall be exempt from all dues and special assessments, but shall have all other rights and privileges of membership. Component societies may elect honorary members who need not necessarily be members of the Colorado Medical Society.
4. Non-Physician Members.
1. Non-Physician Members. Non-Physician Members of the Colorado Medical Society are non-physicians who have been elected by component societies to any form of Component Society membership other than active and honorary membership, who are in good standing in such membership, who have been so certified to CMS, and who meet one of the following qualifications:
 
1. Dentists who hold a degree of DMD or DDS who are members of the American Dental Association and of the state and local dental societies;
 
2. Teachers of medicine or of the sciences allied to medicine, who are citizens of the United States and are ineligible for Active Membership;
 
3. Individuals engaged in endeavors related to medicine who have attained distinction in their fields of endeavor as determined by the Component Society and/or the Board of Directors of the Colorado Medical Society.

Component societies shall determine classification of members, with changes of classification subject to review by CMS’s Board of Directors. Component societies shall change or terminate a classification as justified. Each Component Society shall certify annually the classifications and sub-classifications of all its members to the Colorado Medical Society prior to the next year’s dues mailing.

1. Component Societies as Judges. Component societies shall, subject to the eligibility requirements stated below, be the judges of the qualifications of any applicant for membership. In considering an application, the Component Society shall receive and consider relevant information, which it may obtain from the executive office of Colorado Medical Society, the AMA Biographical Department, or other sources, provided that due process is accorded the applicant.
2. Eligibility Requirements. Membership in the Colorado Medical Society and its component societies shall not be denied or abridged because of gender, sex, color, creed, race, religion, sexual orientation, age, gender identity or ethnic origin. To be eligible for Active Membership, all of the following requirements must be met:
 
1. The applicant must be of reputable character.
 
2. The applicant must be licensed or otherwise legally qualified to practice medicine in the state of Colorado. Otherwise, an applicant will be subject to review by the Council on Ethical and Judicial Affairs.
 
3. In addition to joining CMS, it is necessary to join the local society where the physician’s professional practice is located or in which he/she resides, unless otherwise excepted by these Bylaws.
 
4. The applicant must attest to his or her practice of medicine being in accordance with proper ethical standards, including the practice of scientific medicine.
 
5. The applicant must attest to competent practice as a physician, in accordance with generally accepted standards of medical care.
 
6. The applicant must attest to being in an acceptable physical, mental, and emotional condition, free of any condition that would significantly impair capability of providing an acceptable standard of medical care.
 
7. The Medical Student or Osteopathy Student applicant must be enrolled in a Liaison Committee for Medical Education Accredited School of Medicine or an American Osteopathy Association Accredited School of Osteopathy and be in training in Colorado.
3. Proof of eligibility. An applicant for Active membership shall have the burden of proving that he or she meets the eligibility requirements stated above. The applicant may be required to make a full disclosure of all relevant information pertaining to qualifications, and to indicate the sources from which such information can be verified. The Component Society may solicit any additional information concerning these qualifications. The Component Society may establish other criteria for membership as long as uniformly applied to all applicants and not in conflict with Society Bylaws.
4. Component societies may share with other component societies that are authorized to conduct professional review or with the Colorado Medical Society the records of its professional review committee concerning the competence, professional conduct of, or quality and appropriateness of patient care provided by a physician who seeks to subject himself or herself to, or is currently subject to the authority of the Component Society.
5. Qualifications for those members applying for direct membership shall be verified by the Board of Directors.

1. Procedures for Application. Before action is taken by any Component Society upon an application for membership by a physician, a completed application form shall have been submitted by the Component Society to the Colorado Medical Society, and the form shall have been returned to the Component Society together with such information the Colorado Medical Society’s executive office may be able to supply as an aid to the Component Society in determining the eligibility of the applicant.
2. Basis for Decision on Application. The decision of the Component Society upon the application shall be made on the basis of a fair and objective consideration of the information and any other relevant information obtained relative to the applicant’s qualifications in accordance with eligibility requirements. Evidence which is speculative in nature or which fails to meet the requirements for reliability as commonly applied in administrative hearings shall not be considered.
3. Process for Consideration of Application. The application shall be referred by the Component Society to a Component Society credentials committee who shall study the application and make such investigation as may be appropriate to determine the qualifications of the applicant and whose action on such application shall constitute the action of the component itself. Such committee shall proceed with all due diligence, and shall complete its consideration as soon as reasonably possible under the existing circumstances. Rules of due process shall be followed, which shall include:
1. The disclosure to the applicant of any adverse information that could form a basis for rejection of the application, and allowance of full opportunity for the applicant to respond. As a condition, however, to the consideration of an application for membership, the Component Society may require that the applicant execute a waiver and hold harmless agreement under which he or she agrees to waive any and all claims, of every kind or description, which the applicant may or could have against CMS, any of its Component Societies or any other person or organization furnishing information believed to be true and relevant to the application, and under which the applicant agrees to indemnify and hold harmless CMS, any of its Component Societies and any such other person or organization furnishing information as indicated above against any such claim, and all costs and expenses, including attorney’s fees, in connection therewith; provided that such a waiver or hold harmless agreement shall not require the applicant to relinquish the right to make a legally valid claim against any person for false and malicious communication defamatory to the applicant.
2. The right of the applicant to be heard and to be represented by counsel if desired.
3. The right to appeal to the Council on Ethical and Judicial Affairs from rejection of the application.
4. Detailed Rules for Processing Membership Applications. The Board of Directors may adopt rules, not inconsistent with these Bylaws, providing in detail for the processing of membership applications.
5. Change of Component Society Membership.

   A member who wishes to change the major professional office or the location where he/she resides from the jurisdiction of one Component Society to the jurisdiction of another Component Society and who wishes to change membership to the Component Society having jurisdiction over the new office or the location where he/she resides shall submit a transfer request to the office of the current Component Society. When such member wishes to change component membership, a form prepared by CMS shall be completed and submitted to the appropriate state and component societies. Details for processing change from one Component Society to another shall be provided in rules adopted by the CMS Board of Directors.

   The information to be provided to the new Component Society shall include written verification from the member’s present Component Society as to whether the physician is then in good standing in that society, and such other facts about the membership as may be needed, including information with respect to any past and pending complaints, investigations, disciplinary actions, grievance review proceedings and grievance review actions. The new Component Society shall solicit further information from the member’s present Component Society concerning such matters. The member’s present Component Society may disclose such information to the new Component Society with or without solicitation from the new Component Society. The application shall then be reviewed promptly by the new Component Society, and acted upon in accordance with the eligibility for membership requirements as set forth in Section 5 of Chapter 1 of the Bylaws; provided, however, that, if the applicant is then under suspension for nonpayment of dues, these dues shall be paid to the new Component Society, and any local or state delinquent assessment must be paid in full to the former component or state society before an application is accepted.

6. Orientation of New Members. Information to orient new Active Members of CMS in the duties, privileges, and obligation of membership, shall be provided under the supervision of the Board of Directors in a form the Board deems appropriate to the needs of CMS and its new members, as approved by the Board of Directors.
7. Principles of Medical Ethics. An applicant must be provided with a copy of and subscribe to the adopted Principles of Medical Ethics of the Colorado Medical Society 170.989 Code of Medical Ethics (the Colorado Medical Society Board of Directors authorizes the Council on Ethical and Judicial Affairs to recommend changes in the CMS Bylaws and/or the CMS Policy Manual to reflect adoption of the American Medical Association Code of Medical Ethics as the CMS Code of Medical Ethics except where CMS has adopted independent opinions) and shall recognize the CMS Council on Ethical and Judicial Affairs as the final authority to interpret any disputed points of ethics.

If an applicant shall have been expelled from membership in CMS or from any other constituent of the American Medical Association or the American Osteopathic Association on the basis of misconduct, or if the applicant shall have been the subject of disciplinary action resulting in revocation or suspension of his or her license to practice medicine, in Colorado or elsewhere, or if the applicant shall have been convicted of a felony in Colorado or elsewhere, then the Component Society shall defer action on the application and shall submit the same to the Council on Ethical and Judicial Affairs, with such recommendations, if any, as the Component Society deems warranted, for review by the Council on Ethical and Judicial Affairs. The Council on Ethical and Judicial Affairs may consider the application on the basis of the information submitted or may call for further information, and in due course may approve or disapprove the application. Unless and until the Council on Ethical and Judicial Affairs shall have approved the applicant’s eligibility for membership, and shall have so notified the secretary of the Component Society, no further action may be taken by the Component Society on the application.

1. Effect of Conviction of Felony, or Revocation or Surrender Other than by Non-renewal, or Suspension of License. A member who has been convicted of a felony or whose license to practice has been revoked or surrendered other than by non-renewal shall be expelled from membership in the Component Society and CMS automatically, as of the date of conviction or revocation. If any member’s license to practice medicine shall be suspended, such member shall automatically be disqualified during the period of such suspension or surrender other than by non-renewal from exercising any rights or privileges as a member of a Component Society or of CMS; provided, however, that nothing herein shall preclude proceedings before, or discipline (including expulsion from membership) by the Council on Ethical and Judicial Affairs based on the same grounds on which the license was so suspended. This section shall not apply to a member who has been suspended for nonpayment of the annual registration fee as required by law, unless such member shall within 30 days of such suspension fail to have his or her license reinstated, nor shall this section apply to a member whose license is not renewed because of retirement. Any member disqualified under this section, whose license to practice medicine in the state of Colorado has been restored, may reapply for membership in Colorado Medical Society subject to the provisions of Section 7 of this Chapter.
2. Effect of License Probation. A member whose license has been placed on probation shall not automatically be expelled or disqualified from membership in a Component Society of CMS; provided, however, that nothing herein shall preclude proceedings before, or discipline by (including expulsion from membership) the Council on Ethical and Judicial Affairs based on the same grounds on which the license was placed on probation.

1. Expulsion from any Component Society, after due proceedings have been conducted, upon becoming final, terminates membership in CMS of the member so expelled. There shall be no refund of dues or assessments to an expelled member.
2. Any member of a Component Society who has been judged guilty by the Component Society of gross misconduct as a physician or a violation of any of the provisions of the Bylaws or principles of professional conduct of that society or of CMS’s code of ethics, may be subject to censure, probation, suspension, or expulsion from that society by such Component Society.
3. Censure, Suspension or Expulsion. The Council on Ethical and Judicial Affairs, after due notice and hearing may censure, suspend or expel an active constituent member from the Colorado Medical Society for an infraction of the Constitution or these Bylaws, for a violation of the Principles of Medical Ethics, or for unethical or illegal conduct.

Except as otherwise provided below, only one Component Society shall be chartered in any one county of the state; however, subject to recommendation by the Council on Ethical and Judicial Affairs and the Board of Directors a charter may be granted to a Component Society having other geographical boundaries, if in the judgment of the Board of Directors the interests of CMS will be best served thereby and the territory constitutes a suitable unit, taking into consideration geographic conditions, political subdivisions and population distribution.

Component medical societies that adopt the principles of organization and a constitution and bylaws in conformity with those of CMS may apply for charter. Upon recommendation of the Council on Ethical and Judicial Affairs and upon approval of the application by the Board of Directors the House shall issue charters to component societies, after which the society shall become a Component Society. The Board of Directors may amend charters or may revoke charters for cause upon the recommendation of the Council on Ethical and Judicial Affairs.

Component societies may be restructured by merger or division as provided in this section. The Board of Directors may issue a charter to a new Component Society when it concludes that the creation of the new Component Society is in the best interests of CMS. A charter shall be issued to the new entity whenever two or more component societies complete a legal merger. The Council on Ethical and Judicial Affairs, whenever component societies are merged or divided, shall recommend to the Board of Directors modifications to the Districts as set forth in Chapter X.

Each Component Society shall keep on file in the Executive Office of the CMS a copy of its current Constitution and Bylaws. No Component Society may amend or revise its Constitution and Bylaws to be in conflict with the Constitution and Bylaws of CMS. Any such amendment or revision found to be in conflict shall be null and void. To avoid conflict any Component Society contemplating amendment or revision of its Constitution and Bylaws shall first submit the proposed amendment or revision to the CMS Board of Directors. The Colorado Medical Society Bylaws shall supersede any Component Society bylaws. The Colorado Medical Society Board of Directors shall be the final authority as to whether conflict exists.

Component societies shall submit an annual report of election of officers no later than 30 days after the election, to the CMS Membership Department. When the report has been accepted by the Membership Department, the Component Society shall be held to be in good standing. Component Society physician officers may be local members.

The CMS Membership Department shall immediately notify the president of any staffed Component Society whose required report is delinquent or is disapproved.

Adverse decisions by component societies on applications shall be in writing and copies thereof shall be furnished to all parties of interest within 10 days after decision. Such decisions shall become final unless appealed in writing within 90 days from the date of decision. With a copy of the decision, the rejected applicant shall be notified of the right of appeal to the CMS Council on Ethical and Judicial Affairs.

No member may hold Active membership in more than one Component Society in this state; however, a member may hold associate or other non-active membership in more than one Component Society.

Each Component Society shall have jurisdiction and general direction of the affairs of the profession in the territory of that society. A physician living in a county or district having no Component Society may hold membership in a conveniently situated Component Society. A physician residing in a state adjoining the state of Colorado, on or near the state boundary, or residing in a place where no constituent of the American Medical Association has jurisdiction, may hold membership in a conveniently situated Component Society in this state in accordance with the Bylaws and regulations of the American Medical Association. A physician residing in this state shall hold membership in the Component Society that has jurisdiction over the territory in which his or her major professional office is located or in which he/she resides.

A physician desiring to obtain Active membership in a Component Society other than the one in which his or her major professional office is located or in which he/she resides may apply to the society of jurisdiction for a waiver and, if good cause is shown, the waiver shall be granted and the Executive Office of the Colorado Medical Society notified in writing. Any physician refused such waiver by the society of jurisdiction may appeal to the Council on Ethical and Judicial Affairs. Component Society members may choose to remain with their original Component Society should their office or home address change.

Should a Component Society at any time become inactive for any reason, its records shall become the property of CMS, and the records shall be transmitted to the CMS Executive Office for safekeeping.

The Board of Directors (“Board” or Board of Directors”) shall consist of the President, President-elect, Immediate Past President (ex-officio officers), one Director from each District of CMS and one Director from each CMS Section that exists from time to time. The President, President-elect, and Immediate Past President have the right to vote on all matters that come before the Board.

1. The Board shall oversee and manage CMS and have charge over its property and financial affairs, and shall perform such other duties as set forth in the Colorado Revised Nonprofit Corporations Act and as provided in these Bylaws and CMS’s Articles of Incorporation.
2. The Board has the authority to establish or modify CMS policy and shall implement CMS policies except in those situations in which the overriding interests of CMS require immediate action inconsistent with but not reasonably foreseen by such policies.
3. The Board of Directors shall have the authority to create and abolish committees.
4. To accomplish the oversight and management functions assigned to it, the Board shall employ personnel and accepted organizational techniques, including but not limited to:
   1. Executive Staff. The Board shall direct Administrative Staff, through the chief executive officer, in accomplishing the activities, goals and objectives of the Colorado Medical Society.
   2. Chief Executive Officer. The chief executive officer is directly responsible to the Colorado Medical Society Board of Directors. The chief 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 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. The chief executive officer and other appropriate staff shall be bonded at the expense of CMS in such a manner as the Board of Directors may require. The Board shall annually provide a performance review to the chief executive officer.
   3. General Counsel. The Colorado Medical Society through the action of the Board shall retain or employ an attorney who is admitted to practice law in the state of Colorado, for such term or indefinite period of time as the Board considers wise, to represent and to advise the Colorado Medical Society on legal affairs.
   4. Council and Committee Activities. The Board shall transmit to the member Councils and Committees policy actions; to determine Colorado Medical Society policy and so inform the membership, Councils and Committees; reports or recommendations for action from Councils, Committees or the membership shall be transmitted to the Board.

Each District and Section may appoint one of its members to serve on the CMS Board in accordance with the procedures set forth in such District’s or Section’s bylaws or internal policies, and based upon certain required Director competencies established and periodically reviewed by the CMS Board or a committee thereof. No person may be nominated for or elected to the office of Director unless the person is a member of one of the Component Societies in the applicable District or Section or an at-large member from that District and a CMS member in good standing.

Except for Directors appointed by Sections and District IV (Medical Student Component), each Director shall serve for three-year terms, provided that the terms shall be adjusted and arranged so that as nearly as possible one-third shall expire every year. Directors may serve up to two three-year terms of full continuous service. Directors appointed by Sections shall serve one-year terms and may serve up to six terms of full continuous service, depending on the Section’s Bylaws. Directors appointed by District IV (Medical Student Component) shall serve for six-month terms and may serve up to two six-month terms of full continuous service.

A Director may be removed from office at any time with or without cause by the affirmative vote of two-thirds of the entire Board of Directors (excluding the Director in question) or by the Section or District which appointed such Director.

Whenever a vacancy occurs on the Board of Directors (other than an Ex Officio Director vacancy) by reason of death, resignation, incapacity, removal or otherwise, such vacancy shall be filled by Section or District which appointed the Director who caused such vacancy.

The President shall serve as Chair of the Board.

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 President. The chief 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.

The President and President-elect annually should review whether Councils and Committees should be continued and/or charges amended and submit recommendations to the Board of Directors for decision.

1. A Certificate of Service shall be awarded to each President of the Colorado Medical Society as he/she retires from office. Additional Certificates of Service may be awarded by vote of the Board of Directors to other persons whose outstanding contribution to the mission and purposes of CMS entitle them to distinguished recognition.
2. Each proposal to the Board of Directors from the membership regarding a potential recipient for a Certificate of Service shall include justification for the award.

A majority of the Directors at the time notice of a meeting of Directors (whether regular or special) is given shall constitute a quorum for the transaction of business at such meeting of the Board of Directors; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn and reconvene the meeting from time to time without further notice.  The act of a majority of the Directors present at a meeting at which there is quorum shall be the act of the Board of Directors unless a greater number of votes are required by these Bylaws.

The Board of Directors shall determine, on a yearly basis, the frequency and times for the holding of regular meetings of the Board of Directors with notice to be given as set forth in Section 5. All regular meetings of the Board of Directors shall be held at the principal office of the Corporation, unless by resolution of the Board of Directors another place for holding the meeting is established. Special meetings may be called by the presiding officer and/or the CEO in accordance with notification requirements detailed in Section 5.

Any action required or permitted to be taken at a meeting of the Board of Directors or any committee or council may be taken without a meeting if all of the Directors or committee members unanimously agree in writing to such action. Action taken pursuant to this section may be transmitted or received by mail or by facsimile, e-mail, or other form of communication permitted by law and must be in a form sufficient to identify (i) the Director or committee member; (ii) the Director’s or committee member’s vote, abstention, demand, or revocation; and (iii) the proposed action to which such vote, abstention, demand or revocation relates.  For purpose of this section, communication to CMS is not effective until received.

Directors or the members of any committee or council may participate in regular or special meetings by, or conduct the meeting through the use of, any means of communication by which all members participating may hear each other during the meeting. A Board Member or committee member participating in a meeting by this means is deemed to be present in person at the meeting.

Notice of each meeting of the Board stating the date, time and place of the meeting shall be given to each Director at least two (2) days prior thereto by e-mail or other electronic communication (and the method of notice need not be the same as to each Director). Any notice to Directors given by the Society by a form of electronic communication consented to by the Director to whom notice is given is effective when given.

The Board of Directors, councils, committees and work groups shall meet in open meetings, which any member of CMS and invited guests may attend. By majority vote of the voting members present at a meeting, an open meeting may be moved into executive session which shall be restricted to members of the official body and such others as the body shall determine.

The officers of the Colorado Medical Society shall be the President, President-elect, Immediate Past President, Treasurer and Secretary. Regardless of terms of office, all shall serve until their successors begin their term of office. Other elected positions include any Delegates and Alternates.to the AMA.  The only CMS offices elected CMS officers may concurrently hold is that of Delegate or Alternate Delegate to the AMA.

For the purpose of terms of office a year shall be held to mean the CMS fiscal unless changed by a vote of the Board of Directors.

Physicians elected to any position named in Section 1 shall have been Active Members of the Colorado Medical Society for at least two years immediately preceding election. In the event any such person shall cease to be an Active Member of CMS during the term for which elected, the position shall be vacated immediately.

1. Duties. The President shall represent the entire membership and the best interests of CMS 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 CMS 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 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 Board of Directors. The President may make suggestions in writing at any time to the Board of Directors or to any board, council or committee. The President shall have additional duties assigned by the Board of Directors that are not inconsistent with the Bylaws.
2. Eligibility. The President shall have served the preceding year as President-elect.
3. Terms of Office. The President shall automatically assume office for a term of one year after having served as President-elect for a term of one year.
4. Honorarium. The President shall receive an honorarium, in addition to reimbursement for actual expenses incurred in fulfilling the obligations and duties of the office. The amount of this honorarium shall be determined by the Board on recommendations received from the Finance and Executive Committee at the time of the budget preparation. The amount of the honorarium shall be available to any member of CMS upon request.

1. Duties. The President-elect will, during the specified term, become familiar with the duties of the President and shall perform such other duties and be responsible for such special projects as are delegated by the President or as may be ordered by the Board of Directors that are not inconsistent with the Bylaws. The President-elect shall act for the President if absent or temporarily disabled. If the office of President becomes vacant the President-elect shall succeed to the presidency, to serve as President for the unexpired term as well as for the elected term.
2. Eligibility. The President-elect should have served or be serving as a CMS Director, elected officer, or a member of other Colorado Medical Society bodies (Councils or Committees).
3. Terms of Office. The President-elect shall be elected by the membership for a term of one year and upon the expiration of said term shall automatically assume the office of President for a term of one year.
4. Honorarium. The President-elect shall receive an honorarium, in addition to reimbursement for actual expenses incurred in fulfilling the obligations and duties of the office. The amount of this honorarium shall be determined as needed by the Board on recommendations received from the Finance and Executive Committee at the time of the budget preparation.

1. Duties. The Treasurer shall be Chair of the Colorado Medical Society’s Finance/Audit Committee and as such shall report on the finances of CMS at Board meetings.
2. Eligibility. The Treasurer should have been a member of the Colorado Medical Society Finance/Audit Committee.
3. Terms of Office. The Treasurer shall be appointed annually by the President from among the members of the Board of Directors who comprise the Finance/Audit Committee.

1. Duties. The Secretary is the chief executive officer of the Colorado Medical Society charged with the execution of policy as created and defined by the Board of Directors and other activities not inconsistent with the Bylaws. 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 executive officer shall be to assume the general managerial duties of all Society divisions, activities and personnel, and employ such staff as is needed to effectively execute the policies of CMS.

1. Duties. Delegates and Alternate Delegates to the American Medical Association should attend annual and interim conventions and special conventions of the House of Delegates of the American Medical Association. The Colorado Medical Society Board of Directors will determine reimbursement of expenses. They shall faithfully represent CMS and its official policies in the AMA House. At least one member of the Delegation shall attend each meeting of the Colorado Medical Society Board of Directors in order to be more familiar with its policy. Following a meeting of the AMA House of Delegates, the Delegation shall report to the Colorado Medical Society Board of Directors giving a resume of major actions and noting their vote on controversial issues. The Board of Directors following consultation with the Delegation shall designate the senior Chair Delegate of the Delegation.
2. Eligibility. A nominee for AMA Delegate or Alternate shall have pertinent leadership experience before running for election. These leadership experiences could include, but are not limited to: holding an officer or Director position within the Colorado Medical Society, being an elected delegate or officer from a constituent medical society or service to the AMA. A nominee’s level of experience and ability to best represent the voice of the Colorado Medical Society will be determined by a vote of the Colorado Medical Society membership. Special consideration for AMA experience should be taken when electing the Delegates to the AMA. Delegates and Alternate Delegates may concurrently hold any elected office.
3. Terms of Office. The Delegates and Alternate Delegates to the American Medical Association shall be elected by the membership in such numbers and for such terms as the Bylaws of the American Medical Association may prescribe.

1. Duties. The Immediate Past President shall serve as a voting member of the Board of Directors and of its Executive Committee for the year immediately following the term as president, and shall have such duties as the Board or the President may from time to time designate.
2. Eligibility. The Immediate Past President shall have served the preceding year as President.
3. Terms of Office. The Immediate Past President shall serve a one-year term immediately following the term as President.

1. Duties. See Bylaws, Chapter VII (b), Section 3.b.
2. Eligibility. The Grievance Review Committee shall be composed of elected members from each district as provided in the Bylaws (Chapter , Section 2). The Board of Directors may appoint additional members to the committee as needed, but may not appoint over eight members. Persons named in Section 1 of this Chapter shall hold only one such position at any one time, and except for a Grievance Review Committee member or Director, may not be elected to any other position named in Section 1 for any part of the term for which the person was originally elected. Persons elected to any position named in Section 1 shall have been Active Members of the Colorado Medical Society for at least two years immediately preceding election. Any member of the Colorado Medical Society who has had stipulations or restrictions placed on his or her license by the Colorado Medical Board may not serve on the Grievance Review Committee during the time of said stipulations or restrictions. In the event any such person shall cease to be an Active Member of CMS during the term for which elected, the position shall be vacated immediately.
3. Terms of Office. The Grievance Review Committee members shall be elected for terms of three years each, so arranged that the terms of an equal number of the Grievance Review Committee members shall expire each year. A chair may serve a maximum of four consecutive one-year terms. Any chair who has served the maximum number of terms allowed shall not be eligible to serve in that position again until one year has elapsed from the date of termination of the last term of service.

1. Duties. See Chapter VI (a), Section 3.c.
2. Eligibility. The Council on Ethical and Judicial Affairs shall be composed of members from each district as provided in the Bylaws (Chapter VIII, Section 2). Any member of the Colorado Medical Society who has had stipulations or restrictions placed on his or her license by the Colorado Medical Board may not serve on the Judicial Council during the time of said stipulations or restrictions.
3. Terms of Office. Judicial Councilors shall be elected for terms of three years each, so arranged that terms of an equal number of Judicial Councilors shall expire each year. The chair of the Council shall be appointed annually by the CMS President and may serve a maximum of four consecutive one-year terms unless recommended by the CEO to be extended by a vote of the CMS Board of Directors. Any chair who has served the maximum number of terms allowed shall not be eligible to serve in that position again until one year has elapsed from the date of termination of the last term of service.

Professional review seeks to promote patient safety and to further quality health care. Subject to the protections of Colorado’s Professional Review Act, (C.R.S. §12-36.5-101, et. seq.), CMS and/or component establish this professional review process to permit professional review of CMS and/or component members.

Professional review activities include the investigation and review of qualifications, competence, the quality or appropriateness of patient care provided, and the professional conduct of a member, who seeks to subject himself or herself to the authority of CMS and/or component. Professional review shall not concern a Member’s:

• Association or lack of association with a professional organization;
• Fees, advertising, or competitive acts;
• Participation in group health plans, salaried employment, or any manner of delivering health services whether on a fee-for-service or other basis; or
• Association with a particular class of health care provider or professional organization (including support, practice, supervision, training, delegation).

Licensed physicians must constitute a majority of the voting members of any professional review committee.

A member of the PRC, any committee or third party designated by the governing body, a witness or consultant before a PRC, and any person who files a complaint or otherwise participates in the professional review activities shall not knowingly provide false information.

The governing board or authorized entity of the PRCs shall ensure the professional review action was taken within the scope of the professional review process and was taken:

 
• In an objectively reasonable belief that the action was in the furtherance of quality health care;
 
• After an objectively reasonable effort to obtain the facts;
 
• In the objectively reasonable belief that the action taken was warranted by the facts; and
 
• In accordance with procedures that, under the circumstances were fair to the physician.

1. CMS, Component, and Ad Hoc Professional Review Committees (PRCs)
1. Authority. The Governing Board(s) of CMS and/or the component authorizes the CMS PRC, Component PRC, and Ad Hoc PRC, individually and collectively, to conduct professional review in substantial compliance with these Bylaws.
 
2. Composition. PRCs shall consist of at least three Members and are subject to composition, eligibility, and terms of office rules as follows:
1. CMS PRC: according to Chapter VI, §13 of these Bylaws.
 
2. Component PRC: defined by each Component Society.
 
3. Ad Hoc PRC: defined by CMS or Component PRC.
 
2. Unified Peer Review Committee (Unified PRC)
 
1. Authority. If the findings of any investigation conducted by CMS PRC, Component PRC, or Ad Hoc PRC indicates that a physician who is the subject of an investigation is lacking in qualifications or competency, has provided substandard care or inappropriate patient care, or has exhibited inappropriate professional conduct, and the PRC takes or recommends any action to adversely affect(1) the subject physician’s membership, affiliation or privileges with CMS and/or the component, the Governing Boards of CMS and/or component authorizes the Unified PRC and its Members, individually and collectively, to conduct appeals and hearings to consider the findings and recommend action to the Judicial Council in substantial compliance with these Bylaws.
 
2. Composition. The Unified PRC shall consist of the chair of the CMS PRC and the chairs of the Component PRC and Ad Hoc PRC.
 
3. Council on Ethical and Judicial Affairs (Judicial Council)
 
1. Authority. The Governing Board(s) of CMS and/or component authorizes the Judicial Council and its Members, individually and collectively, to conduct appeals from findings and recommendations of the Unified PRC and to take final action in substantial compliance with these Bylaws. The Judicial Council shall be the duly authorized committee for the governing board for CMS and Component. Between meetings, the Council’s Executive Committee may act on behalf of the Council in urgent or non-controversial matters. Such actions shall be subject to confirmation, modification, or rescission by the full Council.
 
2. Composition. The Judicial Council is composed of Judicial Councilors, elected to represent the districts, as provided by Chapter X, §1 - 2 of these Bylaws. Each Judicial Councilor shall have been a resident of the District elected to represent for at least one year preceding election. Permanent relocation from that District automatically creates a vacancy in office. The Chair, Vice-Chair, and any third council member shall constitute the “Executive Committee of the Judicial Council.”
 
4. Disqualification from Participation.

   If any PRC or Council Member is in direct economic competition with the Member under review, has been involved in the matter underlying the review, has a close relationship with the complainant or affected Member, or otherwise has an interest in the outcome of the review, or any other conflict, such Member may not participate on a review committee for such review.

   Any person who participates in any investigation or lower committee decision is disqualified as a member of the Unified PRC and Judicial Council concerning the same review; however, such person may be a witness.

All proceedings, recommendations, records and reports involving PRCs or governing boards are confidential and are not subject to subpoena or disclosure except as provided for in 12-36.5-104(10)(b), C.R.S. Professional review “records” means any and all written, oral, and electronic communications by any person arising from any activities of the professional review committee, including a governing board, including any:

 
• Letters of recommendations;
 
• Complaint, response, or correspondence related to the complaint or response;
 
• Interviews or statements, reports, memoranda, assessments, and progress reports developed to assist in professional review activities;
 
• Assessments and progress reports to assist in professional review activities, including reports and assessments developed by independent consultant in connection with professional review activities; and
 
• Recordings or transcripts of proceedings, minutes, formal recommendations, decisions, exhibits, and other similar items or documents related to professional review activities and typically constituting the records of administrative proceedings.

Records do not include any written, electronic, or oral communications by any person that are otherwise available from a source outside the scope of professional review activities including medical records and other health information.

Complainants shall not be provided professional review records.

Disclosure of professional review information to the CMS Executive Office, Credentials Committee, or another authorized entity including another Component Society shall not violate confidentiality.

1. Requests for Professional Review and Initial Screening
 
1. Requests for Professional Review. Requests for professional review must be in writing and describe specific conduct supporting the request. Any person may request review; however, requests sent on behalf of others may only be accepted for children or incompetent adults. Notwithstanding the foregoing, the CMS PRC, Ad Hoc PRC, or Component PRC may initiate a review.
 
2. Screening and Acceptance. The PRC shall evaluate requests for professional review to ensure jurisdiction. As part of this process, the PRC may, but is not required to interview the affected Member. For any reason, the PRC may decline to initiate professional review or may refer a matter to the informal grievance process described in Chapter VII (b). Matters originating in a hospital may be referred to a hospital review committee. Requests pending before other entities may be declined as duplicative. The PRC will attempt to make determinations within 30 days, but may defer a decision if more time or information is needed.
 
3. Notification. If a request for professional review is declined, a letter, copied to the affected Member, shall be sent notifying the complainant. If a request is accepted, a letter shall notify the complainant and the affected Member. Such letter should explain the confidential nature of the process and may contain appropriate releases. Failure of a complainant to promptly return such releases is cause to terminate review. The affected member should be sent a copy of this Chapter VII of the Bylaws.
2. Investigation. Investigations are conducted by the PRC, component PRC, or an Ad Hoc PRC, which may use third parties and committee designees.
 
1. Effort to Obtain Facts. The investigating PRC shall make a reasonable effort to obtain the facts, including soliciting a written response from the affected Member with a copy of the request for review. The PRC may also, but need not:
 
1. Interview the subject Member
 
2. Interview others
 
3. Evaluate records or obtain outside evaluations
 
4. Research information   The PRC may impose reasonable deadlines for responses to requests from a complainant or the affected Member. Failure or refusal of a Member to cooperate with review proceedings is grounds for adverse action. Failure or refusal of a complainant to cooperate with review proceedings is grounds for terminating the review.
2. Report/Standards. The PRC shall make a report of its investigative findings using the following standards as points of reference:
 
1. AMA Principles of Medical Ethics;
 
2. Established CMS policy; and/or
 
3. Colorado Medical Board’s grounds for disciplinary action.   The relevant inquiry for allegations of substandard care is whether care fell within the range of acceptable care that may be provided by a reasonably careful physician, having the knowledge and skill of physicians practicing in the same field of practice at the same time, under the same or similar circumstances.
 
3. Action. The governing board or authorized entity of the PRC shall ensure that the professional review action was taken within the scope of professional review activities and was taken:
 
• In an objectively reasonable belief that the action was in the furtherance of quality health care;
 
• After an objectively reasonable effort to obtain the facts;
 
• In the objectively reasonable belief that the action taken was warranted by the facts; and
 
• In accordance with procedures that, under the circumstances were fair to the physician.

The PRC may:


 
1. Terminate further review and notify the affected Member of the committee’s decision.
 
2. Issue a letter of concern, admonishment, or reprimand.
 
3. Recommend imposing conditions on, suspending, or revoking Society and/or component membership.
 
3. Hearings
 
1. Adverse Action/Right to a Hearing. If the PRC takes or recommends an action that adversely affects(2) the person’s membership, affiliation or privileges with the authorized entity, the affected Member shall be entitled to a hearing before the Unified PRC. Certain actions are not considered adverse and an affected Member is not entitled to a hearing or appeal including, without limitation, letters of concern, admonishment, or reprimand.
 
2. Notice of Adverse Action/Recommendation. When action is taken or a recommendation made that entitles a Member to a hearing, the Member shall promptly be given notice advising the Member of the following:
1. Any finding or recommendation and the underlying reasons;
 
2. Right to make a written request for a hearing within 30 days of receipt of the notice;
 
3. Failure to submit a written request for hearing within 30 days constitutes a waiver of the right to a hearing and appeal and any other rights to which she may otherwise have been entitled;
 
4. Rights at a hearing as outlined in §4(e) below; and
 
5. After receipt of a timely request for a hearing, the Member will be notified of the date, time, and place of the hearing.
 

 

3. Waiver. In the event a hearing is not requested in writing within 30 days, the Member is deemed to have waived the right to a hearing and appellate review and to have accepted the action. Such action shall become effective immediately upon final approval by the Judicial Council.
4. Notice of Hearing and Statement. The Unified PRC shall schedule hearings and give the affected Member at least 45 days advance written notice of the hearing time, place, and date. The notice shall also include:
 
1. A description of the proposed action and underlying reasons;
 
2. A list of anticipated witnesses;
 
3. A statement of the standards allegedly violated and a concise statement of relevant facts underlying the recommendation or action;
 
4. A list of documents supporting the recommendation or action;
 
5. A list of hearing rights including, without limitation, the right to:
 
• Be present.
 
• Be represented by counsel.
 
• Offer evidence.
 
• Have a record made of the proceedings, copies of which may be obtained by the Member upon payment of any reasonable charges associated with preparation.
 
• Call, examine, and cross-examine witnesses.
 
• Present relevant evidence as determined by the hearing officer.
 
• Submit a written statement at the close of the hearing.
 
• Receive the written recommendation of the Unified PRC, including a statement of the basis for recommendations.

6. The right to a hearing and subsequent appeal is forfeited if the Member fails, without good cause, to appear.

   This statement, the list of supporting documents, and other information may be amended or added to at any time, even during the hearing so long as the additional material is relevant, as determined by the hearing officer.

5. Extension. The PRC or Member may request up to a 30-day delay in commencement of a hearing. The Uniform PRC may grant such delay in its discretion and reschedule the hearing as soon as practicable.
6. Hearing Procedure.
 
1. Hearings should be held as soon as possible after notification, considering convenience of the parties and witnesses.
 
2. A hearing officer should be chosen from the Unified PRC.
 
3. The PRC offers its evidence first, followed by the affected Member, followed by a rebuttal. Such rebuttal may respond to evidence, but may not introduce new issues not previously raised.
 
4. At the hearing the Member and the PRC have the right to:
 
• Be present.
 
• Be represented by counsel or any other person.
 
• Offer evidence.
 
• Have a record made of the proceedings, copies of which may be obtained by the Member upon payment of any reasonable charges associated with preparation.
 
• Call, examine, and cross-examine witnesses.
 
• Present relevant evidence as determined by the hearing officer (regardless the technical rules of evidence).
 
• Submit a written statement at the close of the hearing.
 
• Receive the written recommendation of the Unified PRC, including a statement of the basis for recommendations.
5. Complainants are not entitled to attend hearings except to testify. Nor shall a complainant be provided any other records of professional review.

 

7. Decision. Within 30 days of the hearing, the Unified PRC should issue a written Decision with findings, established by a preponderance of the evidence, and recommendations. Recommendations may include:
 
1. That no action is taken and review terminated.
 
2. A letter of concern, admonishment, or reprimand to the Member.
 
3. Imposing conditions on Society or component membership including participation in an impaired physician program, a program of remedial education, or other program deemed appropriated by the Unified PRC.
 
4. Suspending, or revoking Society membership. A copy shall be provided to the affected Member and the PRC.
4. Appeal/Final Action.
 
1. Right to Appeal. The affected Member and PRC have the right to file a written appeal of the Unified PRC Decision to the Judicial Council within 45 days after the Decision is issued, stating the basis for such appeal. Arguments and evidence that were not presented at the hearing shall not be considered on appeal unless there is good reason for the failure to present them earlier.
 
2. Waiver of Appeal. If a written appeal is not timely submitted, the parties waive the right to appeal and accept the Unified PRC Decision, which is effective immediately upon approval by the Judicial Council.
 
3. Appellate Procedure.
 
 
1. Oral argument shall be set by the Judicial Council as soon as possible after receipt of a written appeal.
 
2. The appealing party shall present first, followed by the opposing party, followed by rebuttal. Presentations may be subject to reasonable time limitations within the discretion of the Council.
3. On appeal, the Member and the PRC have the right to:
 
• Appear before the Judicial Council.
 
• Be represented by counsel or any other person.
 
• Offer oral argument on the record.
 
• Submit written statements.
4. Standard. The Judicial Council may reasonably rely upon the findings and recommendations of PRCs, unless it has knowledge of the review in question, which would cause reliance to be unwarranted.
5. Final Action.

   The Judicial Council shall issue a Final Action explaining its decision to accept, reject, or modify the Unified PRC Decision. Final Action need not be unanimous.
     Final Action by the Judicial Council may include:

 
1. That no action is taken and review terminated.
 
2. A letter of concern, admonishment, or reprimand to the Member.
 
3. Imposing conditions on Society membership including participation in an impaired physician program, a program of remedial education, or other program deemed appropriated by the Council.
 
4. Suspending, or revoking Society membership.   A copy of the Final Action shall be provided to the affected Member, the PRC, and the Unified PRC.
 
5. Reporting.
 
1. Colorado Medical Board (CMB). Final Action shall be reported to the CMB. Additionally, the following adverse review actions must be reported to the CMB within 15 days after such adverse action is taken:
 
1. Review action adversely affecting membership in the Colorado Medical Society or in one of its component societies;
 
2. Surrender of membership privileges:
 
• While the Member is under investigation by CMS or one of its Component Societies, relating to qualifications, competence or professional conduct, or
 
• In return for not conducting such an investigation or proceeding.

Reports must include the Member’s name, reasons for the action, and other information required by the CMB.

The Board may request or subpoena a complete record of all review proceedings, including the findings, recommendations and actions taken.

2. National Practitioner Data Bank. The CMB is required to report to any known instances of a health care entity’s failure to report to the NPDB.
3. Sanctions. CMS is subject to sanction by the Department of Health and Human Services for failure to properly report.

 

6. Registering and reporting requirements of governing boards of CMS and/or component.
1. The governing boards of CMS and/or component that engage in professional review activities must register one time with the Colorado Division of Registrations on or before July 1, 2013; or if the governing board establishes a PRC after July 1, 2013, within 30 days of approving the PRC’s bylaws, policies, and procedures.   The governing board that does not register with DORA as required is not entitled to immunity afforded under CPRA until the date the governing board is registered. However the immunity, confidentiality, or privilege afforded to individuals is not affected by the governing boards failure to register.
2. In addition to any other reporting requirement required by law, a registered authorized entity must report annually to the CMB the number of final professional review actions in each of the following categories:
1. Adversely affecting(3) the individual;
 
2. Accepted the individual’s surrender of clinical privileges, membership or affiliation while the individual was under investigation;
 
3. Accepted the individual’s surrender of clinical privileges, membership or affiliation in return for not conducting an investigation;
 
4. PRC made recommendations regarding the individual following a hearing.
 
3. A registered authorized entity must report annually to the Colorado Division of Registration (DORA) in a de-identified, aggregate manner on its professional review activities, including:
1. The number of investigations(4) completed during the year;
 
2. The number of investigations that resulted in no action;
 
3. The number of investigations that resulted in written involuntary requirements for improvement sent to the subject of the investigation;
 
4. The number of investigations that resulted in written agreement for improvement.
 
7. Record Retention.

   Complete files shall be retained by CMS in accordance with the following:

1. If the review request is rejected or referred to another entity or process at the screening stage, CMS shall retain the file for 90 days.
2. If, after investigation, the PRC determines that no action is warranted, the file shall be retained for 90 days.
3. If the PRC issues a letter of concern, admonition or reprimand, such letter shall be maintained for 10 years, the remainder of the file may be disposed within 90 days.
4. If, after a hearing before the Unified PRC, the committee recommends that no disciplinary action be taken and that no sanctions be imposed against the physician, the file shall be retained for three years.
5. If an appeal is conducted before the Judicial Council and the Council determines that the Unified PRC’s recommendation for disciplinary action or sanctions be rejected and that no action be taken against the physician, the file shall be retained for three years.
6. If a complaint proceeds through appeal to the Judicial Council, resulting in an adverse finding, the file shall be retained for 10 years.

From time to time, CMS receives complaints that may be resolved informally without the necessity of formal peer review. CMS authorizes grievance resolution services to assist Members in facilitating resolution of misunderstandings and disputes.

Grievances may be referred for resolution services and may include, without limitation:

• Discourteous service;
• Release of medical records;
• Billing or administrative errors;
• Communication issues; and
• Confidentiality concerns.

Grievance resolution services shall not concern a Member’s:

• Association or lack of association with a professional organization;
• Fees, advertising, or competitive acts;
• Participation in group health plans, salaried employment, or any manner of delivering health services whether on a fee-for-service or other basis; or
• Association with a particular class of health care provider or professional organization (including support, practice, supervision, training, delegation).

GRCs shall provide services and are authorized to act or make recommendations

1. Authority. The Board authorizes CMS and Component GRCs, individually and collectively, to assist in resolution of grievances in substantial compliance with these Bylaws.
2. Composition. GRCs shall consist of at least three Members and are subject to composition, eligibility, and terms of office rules as follows:
• CMS GRC: according to Chapter VI, §13 of these Bylaws.
• Component GRC: defined by each Component Society.
3. Disqualification. GRC Members who are in direct economic competition with the Member who is the subject of a grievance, have been involved in the matter underlying the grievance, have a close relationship with the grievant or affected Member, or otherwise have an interest in the outcome, or any other conflict, shall be disqualified from participating in services for that grievance.

Grievance resolution services are confidential among the participants. Accordingly, all records, notes, minutes, recommendations, and correspondence shall be kept confidential. Disclosure of information to the participants, CMS Executive Office, Credentials Committee, or a Component Society shall not violate confidentiality.

1. Requests for Grievance Resolution Services and Initial Screening.
1. Requests for Services. Grievances must be in writing and describe specific conduct. Grievances may be made by any person.
2. Screening and Acceptance. Grievances shall be reviewed by one or more GRC members to ensure jurisdiction.   For any reason, the GRC may decline to provide grievance resolution services or may refer a matter to the formal peer review process described in Chapter VII (a). Matters originating in a hospital may be referred to a hospital representative. Requests pending before other entities may be declined as duplicative.   The GRC will attempt to make determinations within 30 days, but may defer a decision if more time or information is needed.
3. Notification. If the GRC declines to provide services, a letter, copied to the affected Member, shall be sent notifying the grievant.   If a grievance is accepted for resolution services, a letter shall notify the grievant and the affected Member. Such letter should explain the process and may contain appropriate releases. Failure of a grievant to promptly return such releases is cause to terminate services. The affected member should be sent a copy of this Chapter VII of the Bylaws.
 
2. Investigation and Resolution.
1. Effort to Obtain Facts. The GRC shall make a reasonable effort, within the sole discretion of the GRC, to obtain the facts underlying a grievance.
2. Resolution. At any time after reasonable effort to obtain the facts about a grievance, the GRC may:
1. Attempt to mediate a resolution between the parties.
2. Make recommendations to one or both parties.
3. Terminate further services and notify the affected Member and grievant.
   
3. Reports. At least annually, each GRC shall submit a list of committee member names along with the number of grievances submitted to the GRC and the disposition of such grievances.
4. Record Retention. Records of grievance resolution services shall be retained by CMS in accordance with the following:
1. If grievance services are declined or a grievance is referred to another entity or process at the screening stage, CMS shall retain the file for 90 days.
2. If, after investigation, the GRC terminates services, the file shall be retained for 90 days.
3. If, after investigation, the GRC makes recommendations or attempts mediation, the file shall be retained for three years.

 
1. Duties. Except as the Bylaws otherwise provide, the Board of Directors may delegate certain functions of CMS to councils, committees and other work groups whose charge, titles and duties shall be prescribed by direction of the Board of Directors. Council, committee and other work group members shall be Active Members of the Colorado Medical Society except as otherwise noted in these Bylaws or determined by the Board of Directors. The President and/or President-elect shall appoint members of councils, committees and other work groups with ratification by the Board of Directors. Wherever possible, membership on councils, committees and other work groups should represent specialty and geographic diversity. Due consideration must also be given to representation from the various sections. Councils, committees and work groups shall submit recommendations concerning Society policy to the Board of Directors. Councils, committees and work groups shall communicate as needed to recommend and promote policies of CMS. All council, committee and work group activities shall be reported to the Board for information, policy action and transmittal to the House. No council, committee, or work group of CMS is authorized to act for or to bind CMS except on specific instruction by the Board of Directors.
2. Terms of Members.
1. Councils. Terms of council members shall be for two years. Members of councils shall be appointed by the President and/or President-elect and ratified by the Board of Directors and shall serve terms so arranged that one-half of the number of members of each council shall expire each year. The President shall appoint and the Board ratify members to fill vacancies for any unexpired term. There is no limit on the number of two-year terms a council member may serve. Chairs and vice chairs shall be appointed annually by the President from among members of the councils. A chair may serve a maximum of four consecutive one-year terms unless an extension is ratified by a majority vote of the Board of Directors at the recommendation of the chief executive officer.
2. Committees and other work groups. Terms for committee and other work group members shall be for one year. Members of committees and other work groups shall be appointed by the President and/or President-elect and ratified by the Board of Directors. The President shall appoint and the Board ratify members to fill vacancies for any unexpired term. There is no limit on the number of one-year terms a committee or work group member may serve. Chairs and vice chairs of committees and other work groups shall be appointed annually by the President from among members of the committees and work groups. A chair may serve a maximum of four consecutive one-year terms unless an extension is ratified by a majority vote of the Board of Directors at the recommendation of the chief executive officer.
3. Size of Councils, Committees and Work Groups. The size of councils, committees and other work groups shall be determined by the Board of Directors.
4. Council, Committee and Work Group Activities. The Board of Directors may create any number of councils, committees and work groups with specific instructions for activity. The permanent councils and committees and the charges given to them are as follows:
 
1. Council on Legislation. The Council shall represent CMS in all matters pertaining to federal, state and local legislation and legislative bodies. It shall promote the determined policies of CMS with regard to: a) all proposed or pending health-related legislation, and b) the formulation of rules and regulations of governmental agencies for implementation of existing laws. The Council shall seek advice and assistance from other appropriate Councils or Committees in arriving at policy recommendations. The Council on Legislation shall include the Legislative Chair and the Current President of the Colorado Medical Society Connection (formerly the Alliance). The CMS Council on Legislation shall include at least one voting member nominated by each component medical society willing to provide a member.
 
2. Council on Ethical and Judicial Affairs.The Council on Ethical and Judicial Affairs (“CEJA”) shall serve CMS to interpret the issues of medical ethics that may impact members of CMS by issuance of Opinions; assist in the interpretation of the Constitution, Bylaws and rules of CMS as needed; investigate general ethical conditions and all matters pertaining to the relations of physicians to one another or to the public, and make recommendations to the Board of Directors through the issuance of Reports or Opinions; and perform other duties outlined elsewhere in these Bylaws or assigned by the Board of Directors.
 
3. Bylaws Committee.With respect to the Articles of Incorporation, the Bylaws of CMS, and to amendments to the constitution and bylaws of component societies, this Committee shall a) be a fact finding and advisory body, b) make a continuing review of these matters, and c) report its recommendations to the Board of Directors. Every five years there shall be a review of Director Districts and Judicial Councilor Districts by the Bylaws Committee. The chair and members of this committee shall be appointed by the President and ratified by the Board of Directors. Members will serve staggered three-year terms and chairs may serve a maximum of four consecutive one-year terms.

The President, President-elect and Immediate Past President, because of the particular offices they hold, are automatically members of all councils, committees and other work groups. Such members are termed “ex officio” members. An ex officio member is not elected or appointed to a particular council, committee, task force or work group. When an ex officio member ceases to hold office, that person’s membership on the council, committee or other work group terminates, and the new holder of the office assumes the ex officio membership.

Unless other provisions are adopted, an ex officio member is a regular working member of a council, committee, or task force, is counted in determining the quorum, and has all the rights and responsibilities of any other member of the council, committee or task force, including the right to vote. One who is not expected to be a regular working member of the council, committee or task force should not be designated as an ex officio member, but should instead be made an invitee, advisory or consultant member. An invitee, advisory or consultant member has the right to attend meetings, participate in debate, and make motions, but is not counted in determining the quorum and does not have the right to vote.

Chairs may request resignation of any member who has an unexcused absence from any two consecutive meetings.

The Board of Directors, councils, committees and work groups shall meet in open meetings, which any member of CMS and invited guests may attend. By majority vote of the voting members present at a meeting, an open meeting may be moved into executive session which shall be restricted to members of the official body and such others as the body shall determine.

There may be special sections designated by the Board of Directors to represent special interests within the Colorado Medical Society, to deal with special problems relating to their group, and other pertinent questions facing the medical profession. Members of these sections shall be members in good standing of the Colorado Medical Society. The section shall be governed by bylaws to be adopted by the section and approved by the Colorado Medical Society’s Board of Directors upon recommendations by CEJA. Sections bylaws should include a provision that the Colorado Medical Society Board of Directors shall approve any amendments to those bylaws. The section shall be composed of members as provided in the bylaws and officers shall be chosen in accordance with those bylaws to govern the section.

1. The section must represent at least 5% of the total membership of the Colorado Medical Society with an affinity of one or more interests. The Resident Section shall be exempt from this requirement. All members of the section must be members of the Colorado Medical Society and the appropriate Component Society.
2. The section bylaws must be in compliance with Colorado Medical Society Bylaws.
3. The section must meet at least twice a year.
4. The primary goals of the section should be:
1. To provide a forum for physicians in this section to meet and discuss common issues and concerns;
2. To increase the awareness of issues that are affecting physicians represented by this section;
3. To increase bi-directional communication between CMS and the section members;
4. To increase membership in the Colorado Medical Society and its Components;
5. To provide an avenue for direct access into the policymaking body of the CMS.

Each active section may appoint one section member to the CMS Board of Directors for a term of one year in accordance with that section’s Bylaws and procedures.

The need for continuation of a section will be reviewed by the Board of Directors with input from the section, and the continuation of a section will be voted on by the Board of Directors as needed.

The state shall be divided into districts composed of component societies and counties as follows:

 
1. Northeast Rural – Morgan County Medical Society, Northeast Colorado Medical Society, Washington-Yuma Counties Medical Society, and Eastern Colorado Medical Society (counties of Morgan, Logan, Phillips, Sedgwick, Washington, Yuma, Cheyenne, Kit Carson and Lincoln)
 
2. Northwest Rural – Intermountain Medical Society, Lake County Medical Society, Mount Sopris Medical Society, Mount Evans Medical Society, and Northwestern Colorado Medical Society (counties of Summit, Lake, Eagle, Garfield, Pitkin, Rio Blanco, Grand, Jackson, Moffat, and Routt, and towns of Bailey, Conifer, Evergreen, Idaho Springs and Kittredge located in Clear Creek, Park and Jefferson Counties)
 
3. Southeast Rural – Chaffee County Medical Society, Fremont County Medical Society, Huerfano County Medical Society, Las Animas County Medical Society, Otero County Medical Society, San Luis Valley Medical Society and Southeastern Colorado Medical Society (counties of Chaffee, Hinsdale, Park, Custer, Fremont, Huerfano, Las Animas, Bent, Crowley, Otero, Alamosa, Conejos, Costilla, Mineral, Rio Grande, Saguache, Baca, Kiowa, and Prowers)
 
4. Southwest Rural – Curecanti Medical Society, Delta County Medical Society, La Plata Medical Society, and Montezuma Medical Society (counties of Gunnison, Montrose, Ouray, San Miguel, Delta, Archuleta, La Plata, San Juan, Montezuma and Dolores)
 
5. Arapahoe Douglas Elbert – Arapahoe Douglas Elbert Medical Society (counties of Arapahoe, Douglas, and Elbert, except city of Aurora)
 
6. Aurora – Adams County Medical Society (city of Aurora and all of Adams County east of the South Platte River)
 
7. Boulder – Boulder County Medical Society (Boulder County and the town of Erie in Weld County)
 
8. Foothills – Foothills Medical Society (Broomfield, Clear Creek, Gilpin and Jefferson Counties and that part of Adams County west of the South Platte River)
 
9. Denver – Denver Medical Society (Denver County)
 
10. El Paso – El Paso County Medical Society (El Paso and Teller Counties)
 
11. Northern Colorado – Northern Colorado Medical Society (Larimer and Weld Counties with the exception of the town of Erie)
 
12. Mesa – Mesa County Medical Society (Mesa County)
 
13. Pueblo – Pueblo County Medical Society (Pueblo County)
 
14. Medical Student Component

Each of the following District and Component Medical Societies may appoint one of its members to the CMS Board of Directors and one member to CEJA:

1. Districts I (NE) and II (NW)
2. Districts III (SE) and IV (SW)
3. District V (ADEMS)
4. District VI (Aurora-Adams)
5. District VII (Boulder)
6. District VIII (CCVMS)
7. District IX DMS)
8. District X (EPCMS)
9. District XI (Northern CO)
10. District XII (Mesa)
11. District XIII (Pueblo)
12. District XIV (Medical Student Component)

Only Active Members in good standing with CMS at the time that notice for an election is given are eligible to vote on any matters requiring member action.

The Board of Directors will establish, under Standing Rules, the composition and procedures for a Nominating Committee to select suitable candidates for all elected positions for CMS officers, AMA delegate and AMA Alternate Delegates.

The following elected positions require a vote of the members eligible to vote: President-Elect, AMA Delegate(s) and AMA Alternate(s).

The candidate who receives the most votes for the office in question shall be elected.

All elections shall be conducted by secret electronic ballot in compliance with the Colorado Revised Nonprofit Corporation Act. The ballot shall:  (i) state the proposed candidates and (ii) provide an opportunity to vote for each candidate(s).  Each ballot must include the following information: (i) the time by which the ballot must be received in order to be counted; and (ii) information sufficient to permit each person casting the ballot to reach an informed decision on the matter.

If a challenge to an election is to be made, it must take place during the election or no later than seven calendar days after the election. If the reasons for challenging the election appear to be plausible (i.e., ineligible persons have voted, that there was negligence in conducting the election, that that the elective process did not follow Bylaw or policy requirements), an investigation will be made by the Board of Directors or a committee thereof and report the findings to the entire Board and CMS members. After the conclusion of the investigation, the Board of Directors will consider and certify the results of the election or decide to hold a re-election if necessary.

The vote as certified by the Secretary of the Board and announced by the President is final. Ballots will be deleted eight days following the meeting unless the results are challenged.

Elections to fill vacancies shall be for the unexpired term. If the President and President-elect are unable to serve, the immediate Past President shall serve as Acting President until a new President and/or a new President-elect has been elected. If the Past President is unable to serve, the Treasurer shall serve as Acting President until a new President and/or President-elect has been elected by the membership.

Elections shall be held annually. The incoming President-Elect shall assume office at the beginning of the CMS fiscal year. AMA Delegates and AMA Alternate Delegates will begin office in accordance with AMA rules.

An annual meeting of the Members of CMS shall be at a time and place the Board of Directors shall determine.  An annual Member Meeting shall provide a forum for collegiality and communication, as well as for such other matters as determined by the Board or the members from time to time.

Special Meetings of the Members may be called by the Board of Directors or by the Active Members if a petition is signed by at least 10% of all Active Members asking for the Board of Directors to call a Special Meeting of the Members.  The petition must be presented to the chief executive officer and a special meeting must be called.

Notice of meetings shall be provided to the members by electronic notice as set forth in Chapter IV, Section 5 not less than five days prior to the scheduled time.

1. Fiscal year. The fiscal year of CMS shall be from Oct. 1 through Sept. 30.
2. Annual Dues. Dues for all classifications of membership in the Colorado Medical Society shall be fixed by the Colorado Medical Society Board of Directors as needed. The Board of Directors shall set annual dues for the Active Members Emeritus sufficient to cover the administrative costs of membership. Annual dues for each calendar year shall become due and payable to the Colorado Medical Society on Oct. 1 if an individual member elects to pay full annual dues in one installment. If an individual member elects two installment payments, first half of dues will be due and payable Oct. 1 and second half of dues will be due and payable March 1. Members must decide which payment option they will use for the year upon receiving the first dues notice. Total dues payment for the year may be higher if member elects two installment payments. No refunds will be made for those who elect two installment payments but only pay the first half. The Board of Directors may excuse or reduce dues or assessments in individual cases in any class of membership where there appear to be extenuating circumstances.
3. Remittance of Dues. The secretary of each Component Society shall forward to the Colorado Medical Society’s executive office all Society dues collected by the Component Society. These shall be accompanied by certification of names, membership numbers, addresses, classifications and sub-classifications of the members from whom the collections were made, and the date of the official action of the Component Society effecting election to membership or change of classification of membership if applicable. When properly completed and accompanied with the appropriate remittance, this shall constitute certification of membership. In unusual cases, a member may request approval by CMS’s Board of paying annual dues in two installments, not more than four months apart.
4. Remittance of Dues Monies. Each Component Society shall forward to the Colorado Medical Society, at least monthly, all dues monies collected by the Component Society during the preceding calendar month or to the date of remittance if remitting more frequently, with forms provided by the Colorado Medical Society.
5. Warning Regarding Outstanding Dues. A notice describing the penalties for non-payment of dues by the deadline and soliciting continuance of the membership will be mailed to all members with outstanding dues prior to each drop deadline. CMS shall notify the Component Society of the names of members being sent such notification.
6. Reduced-Dues Membership Promotions. The Board of Directors may authorize membership recruitment promotions allowing physicians who have never belonged to CMS to join and pay reduced CMS membership dues for their first year of membership. Component societies will be notified in advance of such promotions and will have the option to join the promotion. The start date, end date and dues amount for the promotion will be specified by the Board of Directors.
7. Reinstatement. Members who have not paid their dues by the appropriate deadline will be dropped from membership and must reapply for membership in order to be reinstated.
8. Dues Refund. If a member is changed from a dues paying classification during the calendar year for which dues have already been paid, no refund is provided. If a member dies, resigns or transfers to a state that does not accept him gratis for the remainder of the year, no refund is provided. A CMS member will be reimbursed for dues paid on a pro rata basis less any fees established by the Board of Directors for Emeritus Members.
9. Dues Exempt Members. Members in the following categories will be exempt from paying dues: (All CMS members who have attained Emeritus status as of Sept. 15, 2012 shall be allowed to keep that status.)
1. Financial hardship or disability as determined by the Board of Directors.
2. Honorary members.
3. Dues paying member of CMS for 35 years and retired or working less than 20 hours per week.

If annual dues have not been submitted to the secretary of the Component Society (one payment due on Jan. 15 or if electing two payments, one-half due by Jan. 15 and one-half due by May 31), the member shall be dropped from the membership and all privileges of membership shall cease.

The member shall be dropped without prejudice as to again applying for membership; provided, that no physician shall be eligible to again apply for membership while any special assessment remains unpaid unless the special assessment occurred more than five years prior to application. Penalties imposed in the Bylaws for suspension shall not be removed by reinstatement under this section.

Members elected on or after April 1 but prior to July 1 shall be assessed dues for the remainder of the dues year in the amount equal to three-fourths of the current annual dues for that sub-classification. Members elected on or after July 1 but prior to Oct. 1 shall be assessed dues for the remainder of the dues year in the amount equal to one-half of the current annual dues for that sub-classification. Members elected on or after Oct. 1 but prior to Dec. 1 shall be assessed dues for the remainder of the dues year in the amount equal to one-fourth of the current annual dues for that sub-classification.

All funds of CMS shall be expended only under the direct supervision of the Board of Directors and all commitments for expenditure by CMS shall be first approved by the Board of Directors. No one legally, morally, or financially may obligate CMS without the prior approval/consent of CMS’s Board of Directors. The Board of Directors shall submit an annual budget to the House of Delegates for the ordinary expenses of CMS, which shall take precedence over all resolutions providing for appropriations.

The necessity for and amount of any special assessment shall be determined by the Board of Directors. Assessments shall apply only to members of record at the date of enactment. Any such special assessment shall become due on such date as may be fixed by the Board of Directors and shall become delinquent 45 days thereafter; provided, that the due date of such assessment shall not be less than 30 days from the date of the mailing of notice. The president and secretary of each Component Society shall be notified by written notice of any such special assessment, stating the amount of such assessment, the date it becomes due and the date it becomes delinquent. Any member whose special assessment has not been received by CMS within 45 days after the due date shall be held as delinquent. If the delinquency with respect to the payment of a special assessment is not removed by a remittance to the secretary of the Component Society within 60 days after the due date of such assessment, the delinquent member shall be held as suspended from membership and all privileges of membership shall cease pending reinstatement. The suspension by reason of non-payment of any special assessment shall be operative if annual dues for the current year have been paid.

Subject to the provisions of the Bylaws and to the financial condition of CMS at any given time, the Board of Directors may, but shall not be required to, reimburse Officers, and other elective or appointive members of councils and committees for expenses incurred by them in carrying out their official duties.  The President and President-elect will be reimbursed for their expenses incurred in the performance of their duties on behalf of the Colorado Medical Society subject to review by the Board of Directors. The Board may authorize payment of expenses for students and residents. The Board of Directors is authorized to adjust current and future annual budgets and to take such other action, as it may deem proper in carrying out this policy.

The Board of Directors shall provide for and supervise the publication of official publications of CMS.

Except as otherwise provided for by law or in the Constitution or Bylaws, publication of any notice in any official publication of CMS shall be considered as full notice to all members of CMS for any purpose.

The current edition of the American Institute of Parliamentarians Standard Code of Parliamentary Procedure shall govern the meetings of the members of CMS, except as otherwise provided by law.

Members of the Colorado Medical Society and its component societies shall be bound by the code of ethics adopted by the Colorado Medical Society Council on Ethical and Judicial Affairs, such code of ethics shall be controlling in all decisions of the Council on Ethical and Judicial Affairs, the Grievance Review Committee, and the judicial bodies of all component societies.

CMS may have a common seal and may alter or change the same as provided by law.

Membership referendums shall be conducted by secret electronic ballot. The vote of at least a majority of all of the Active Members of CMS is required to determine a question by referendum under this Chapter XVII.

1. Discretionary Referendum. The Board of Directors may, at any time, order a general referendum of the membership upon any question pending before the Board of Directors.
2. Matters Requiring a Referendum.  The following matters are required to be submitted to the Active Membership of CMS for a vote:
   1. Any single capital expenditure exceeding 10% of the total annual budget for the fiscal year;
   2. Upon a petition signed by at least 10% of the Active Members of CMS or by a vote of the Board of Directors, the recall, with or without cause, of the President, President-elect, Past President, AMA Delegate(s), and AMA Alternate(s);
   3. The sale or disposition of substantially all of the assets of CMS; a merger or consolidation of CMS with any other entity; or the dissolution of CMS; or
   4. Any change to the Bylaws that would permit a member of an active Component to be a direct member of CMS.

By a two-thirds vote of all members of the Board of Directors, the Board may adopt standing rules not in conflict with the Articles of Incorporation and these Bylaws to govern its proceedings and to repeal such rules by a two-thirds vote of all members of the Board of Directors, provided that the proposed standing rule has been presented in writing prior to the meeting of the Board of Directors.

A Council or Committee may adopt standing rules not in conflict with the Articles of Incorporation and these Bylaws, to govern its proceedings and to further any of the purposes of CMS, and may amend or repeal such rules, provided that the proposed standing rule has been presented in writing prior to meeting.

All standing rules are available on the CMS website.

1. The Board of Directors has the sole authority to adopt policy for CMS.
2. At each meeting of the Board of Directors, all motions of the Board which have been passed shall be reported to the membership.
   1. A motion or resolution that defines the belief and philosophy of the organization is policy and is applicable indefinitely unless changed. A policy sets a standard for judging and deciding all new proposals dealing with the subject or situation covered by this policy.
3. All policy approved by the Board of Directors will be placed in the CMS policy manual. Sections of the policy manual will be reviewed by the Board of Directors, various councils, or sections as necessary and these bodies will make recommendations to the Board of Directors with regard to any resolutions or motions which should be eliminated from the policy manual by sunsetting or which should be amended.

The Board of Directors may amend the Articles of Incorporation by a two-thirds vote of all of the Directors at any time to add, change, or delete a provision; provided, however, that the Bylaws may only be amended in a manner which would not disqualify CMS under §501(c)(6) of the Internal Revenue Code or the corresponding section of any future tax code (“Code”).

Except as otherwise provided in these Bylaws, the Board of Directors may amend these Bylaws at any time to add, change, or delete a provision; provided, however, that the Bylaws may only be amended in a manner which would not disqualify CMS under §501(c)(6) of the Code.

CMS shall indemnify, to the maximum extent permitted by law, any person who is or was a Director, officer, agent, member of any committee of CMS, fiduciary or employee of CMS against any claim, liability or expense arising against or incurred by such person made a party to a proceeding because such person is or was a Director, officer, agent, member of any committee of CMS, fiduciary or employee of CMS, or because such person is or was serving another entity as a director, officer, partner, employee, fiduciary or agent or member of any committee at CMS’s request.

CMS may purchase and maintain insurance on behalf of a person who is or was a Director, officer, employee, fiduciary, agent or member of any committee of CMS, or who, while a Director, officer, employee, fiduciary, agent or member of any committee of CMS, is or was serving at the request of CMS as a Director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of another nonprofit corporation, or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person’s status as a Direct, officer, employee, fiduciary, agent or member of any committee of CMS.

The indemnification obligations of CMS under this Chapter XX shall not exceed insurance proceeds received by CMS relating to such matter.