Bylaws

Membership/Eligibility. The Colorado Medical Society (“Society” or “CMS”) shall have both voting (“Voting Members”) and non-voting members (“Non-Voting Members”) as such term is used in the Colorado Revised Nonprofit Corporation Act (the “Act”).  A Voting Member must be a physician, which shall mean 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 (“Physician”). The term “Physician” will be used exclusively in that context for the purpose of these Bylaws. Only Physicians can be Voting Members of the Society. Non-Physicians may be Non-Voting members of the Society.

1. Active Members. Active Members are Physicians and medical students who are in good standing by having paid their membership dues by the payment deadline. All Active Members shall have the rights and privileges of membership, including voting, as provided in these Bylaws.
2. Active Members I and II. Active Members I and II are those members in the first two years of their practice. Active Members I and II shall have the right to vote and hold office and pay discounted dues as set by the Board of Directors.
3. Active Members Emeritus/Emerita. An Active Member may apply for Emeritus/Emerita Classification if that member has been an Active Member for at least 20 years and is fully retired from clinical, academic or administrative practice. Active Members Emeritus/Emerita have the right to vote and hold office and pay dues as set by the Board of Directors.
4. Retired Active Members. An Active Member may apply for Retired Active Member status if that member is fully retired from clinical, academic or administrative practice. Active Retired Members shall have the right to vote and hold office and pay such dues as set by the Board of Directors.
5. Active Members - Dues Exempt. An Active Member may be reclassified as an Active Member - Dues Exempt if a temporary and substantial financial hardship reduces the Physician’s practice or occupation to below the Physician’s regular practice hours. This temporary financial hardship may result from physical disability, major illness, or personal catastrophe. Reclassification will be made by the Board of Directors in its sole discretion and will be reviewed annually by the Board. Active Members - Dues Exempt shall enjoy all the rights and privileges of membership, including the right to vote and hold office.
6. Active Members Part-Time. Active Members practicing part time or less shall pay dues as set by the Board of Directors. Part 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
7. 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 as determined by the Board of Directors for as long as they perform full¬time military service on active duty in the uniformed services stationed in Colorado. Physicians seeking this classification must be approved by their Component Society.
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 as set forth in Chapter III below or if the Physician is currently in a formal internship, residency or fellowship training program.

1. Inactive Members. Inactive Members include Active Members who have been suspended and Active Members who 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.
2. Active Members - Graduate and Student. Residents, Fellows, and students enrolled in training programs recognized by the American Medical Association or the American Osteopathic Association who are not living in or attending medical school in the state of Colorado are eligible to become honorary, non-voting members. Active Member – Graduate and Students are subject to such restrictions as stated in the Bylaws of their applicable Component Society and shall pay the applicable annual dues as set by the CMS 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 not vote or hold office, and shall be exempt from all dues and, but shall have all other rights and privileges of Active Membership. Component Societies may elect honorary members who need not necessarily be members of the Society.
4. Non-Physician Members. Non-Physician Members of CMS are non-Physicians who have been elected by Component Societies to any form of Component Society membership other than Active and Honorary Membership, are in good standing, 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
   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 their membership classification, subject to the approval of the CMS’s Board of Directors. Each Component Society shall annually certify the classifications and sub-classifications of all its members to CMS prior to the next year’s dues mailing.

1. Component Societies as Judges. Component Societies shall, subject to the eligibility requirements stated in these Bylaws, be the judges of the qualifications of any applicant for membership. In considering an application, the Component Society shall consider relevant information, which it may obtain from the executive office of CMS, the American Medical Association (“AMA”) Biographical Department, or other relevant sources. CMS shall be the judges of qualifications for those members applying for direct membership.
2. Appeal of Adverse Membership Decisions. Adverse decisions by Component Societies on membership applications shall be provided to the applicant in writing within 10 days after the adverse decision, with a copy to CMS. An applicant receiving an adverse membership decision shall also be notified of their right of appeal the adverse decision to the CMS Council on Ethical and Judicial Affairs (“CEJA”).  An applicant has 90 days to appeal the adverse decision to CEJA, otherwise such decision becomes final.
3. Eligibility Requirements. Membership in CMS and its Component Societies shall not be denied or abridged on the basis of race, color, national origin, sex, age, disability, creed, religion, sexual orientation, gender, gender identity, transgender status, immigration/citizenship status, ancestry, marital status, pregnancy status, or veteran status. To be eligible for Voting Membership, all of the following requirements must be met:
   1. Applicant must be licensed or otherwise legally qualified to practice medicine in the state of Colorado.  If not, an applicant’s membership application will be subject to review by CEJA pursuant to Section 6 below.
   2. Applicant must attest applicant’s practice of medicine being in accordance with proper ethical standards, including the practice of scientific medicine; that applicant is competent to practice as a Physician, in accordance with generally accepted standards of medical care; and that Applicant is 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.
   3. A 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 in Colorado.

An applicant for Voting Membership shall have the burden of proving that the applicant 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 provided that such criteria are uniformly applied to all applicants and not in conflict with these Bylaws.

The Board of Directors may adopt such additional rules and policies regarding the process for reviewing and administering applications for membership as the Board may determine.

1. Conviction of Felony or Loss of Medical License. A CMS member who has been convicted of a felony or whose license to practice medicine has been revoked or surrendered other than by non-renewal shall be automatically expelled from membership in the Component Society and CMS, effective as of the date of conviction or revocation.
2. Suspension of Medical License. If any CMS member’s license to practice medicine has been suspended, such member shall automatically become a Non-Voting Member under Section 3(a). Nothing herein shall preclude proceedings before, or discipline (including expulsion from membership) by CEJA based on the same grounds on which the license was suspended. This section shall not apply to a Physician whose license 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 who loses Active Member status under this section may reapply for membership in CMS once their license is restored, subject to the provisions of Section 5 of this Chapter.
3. License Probation. A member whose license has been placed on probation shall not automatically be terminated or suspended from membership in a Component Society of CMS or CMS; provided, however, that nothing herein shall preclude proceedings before, or discipline by (including expulsion from membership) CEJA based on the same grounds on which the license was placed on probation.
4. Non-Payment of Dues. A member shall be considered delinquent if fees are not paid within the period of time set by the Board of Directors. A delinquent member shall automatically forfeit status as a member in good standing, and shall become an Inactive Member as set forth in Section 3(a) of this Article I. An Inactive Member may be reinstated as an Active Member in good standing upon payment of the entire indebtedness and upon meeting any other requirements for membership.

1. Any member of a Component Society who has been found to have acted in a manner detrimental to the objectives or interests of the Component Society, including but not limited to violating the Component Society’s Articles of Incorporation, Bylaws, or any policies related to member conduct as approved by the Component Society or by CMS, or who has been found to have engaged in gross misconduct as a Physician, may be subject to censure, probation, suspension, or expulsion from that society by such Component Society as set forth in Section 9(c).
2. CEJA, after due notice and hearing as set forth below in Section 9(c), may recommend to the Board of Directors the censure, suspension or expulsion of any member from CMS for an infraction of its Articles of Incorporation, these Bylaws, for a violation of the Principles of Medical Ethics, the CMS Code of Conduct, or for unethical or illegal conduct.
3. CMS or a Component Society may suspend or terminate a member’s membership in CMS or a Component Society related to member conduct if the following minimum procedural requirements are followed: the member shall be given not less than fifteen (15) days’ prior written notice of the expulsion, suspension or termination and the reasons therefore.  The member shall have an opportunity to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by the CMS or Component Society’s Board of Directors.  Any proceeding challenging an expulsion, suspension, or termination (including a proceeding in which defective notice is alleged) must be commenced within one (1) year after the effective date of the expulsion, suspension or termination.

A former member of CMS may be readmitted to CMS.  However, the former member must apply as if applying for a new membership. If an applicant has 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 has been the subject of disciplinary action resulting in revocation or suspension of applicant’s license to practice medicine in Colorado or elsewhere, or if the applicant has been convicted of a felony in Colorado or elsewhere, then the Component Society shall defer action on the application and submit the application to the CEJA for its review, with such recommendations, if any, as the Component Society deems warranted. CEJA 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 CEJA 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.

An annual meeting of the Voting Members is encouraged but not required. If there is an annual meeting of the Voting Members, such meeting 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 Voting Members from time to time. The Board may invite Non-Voting Members and other guests to such meeting.

Special Meetings of the Voting Members may be called by the Board of Directors or by the Voting Members if a petition is signed by at least 10% of all Voting Members in good standing asking for the Board of Directors to call a Special Meeting of the Voting Members. The petition must be presented to the Chief Executive Officer and a special meeting must be called within sixty (60) days of the receipt of such request.

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

Voting Members may participate in any meeting of the Voting Members by, or conduct the meeting through the use of, any means of communication where all Voting Members participating may hear each other during the meeting. A Voting Member participating in this manner will be considered present in person at the meeting.

A Component Society of CMS is a separately organized and operated legal entity in a designated territory that has adopted corporate documents such as articles of incorporation and bylaws that conform with CMS’s Articles of Incorporation and Bylaws, as they may be amended from time to time. Upon approval by the Board of Directors, in its sole discretion, the applicant shall be awarded active Component Society status. The Board of Directors may suspend or revoke a Component Society’s status “for cause,” at which time a Component Society shall become inactive. “For Cause” includes but is not limited to violations of the provisions of this Chapter III.

Only one Component Society shall exist in any one county of the state; provided, however, a Component Society may be formed with other geographical boundaries if, in the sole discretion of the Board of Directors, the interests of CMS and its members will be best served thereby and the territory constitutes a suitable unit, taking into consideration geographic conditions, political subdivisions and population distribution.

Component Societies may be restructured by merger or division as provided in this Section. The Board of Directors may approve the creation of a new Component Society when it concludes that its creation is in the best interests of CMS, including whenever two or more Component Societies complete a legal merger.

1. Constitution, Bylaws and Amendments. Each Active Component Society shall keep on file in the Executive Office of CMS a copy of its current Bylaws, Constitution, or other governance documents (“Governance Documents”). The Governance Documents shall not conflict with the Articles of Incorporation or Bylaws of CMS. In the case of such conflict, the Articles and Bylaws of CMS shall prevail. A Component Society contemplating amending or revising its Governance Documents shall submit the proposed amendments/revisions to the CMS Board of Directors for approval. The CMS Board of Directors shall be the final authority as to whether conflict exists.
2. Annual Report of Election. Active Component Societies shall submit to the CMS Membership Department an annual report of its elected officers no later than 30 days after the election.
3. Additional Obligations of Active Component Societies. Active Component Societies shall meet the following minimum criteria: (i) annual meetings (in person or virtually) are encouraged but not required; (ii) it must be a nonprofit corporation in good standing with the Colorado Secretary of State; (iii) it must annually file a Form 990 information return with the Internal Revenue Service; (iv) it must have an active board of directors of at least three individuals whose memberships are active and in good standing; (v) proof of an in-force Directors & Officers insurance policy or Board resolutions rejecting the need for such insurance; (vi) Governance Documents in compliance with CMS’s Articles and Bylaws which also provide that upon legal dissolution of the Component Society, all remaining assets shall be distributed to CMS; and (vii) it must annually certify compliance with this Chapter III, Section 4.

A Component Society shall have jurisdiction and general direction of the affairs of the profession in the territory of that society.  A Physician shall belong to a Component Society in which the Physician’s major professional office is located or where they reside. 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 AMA has jurisdiction, may hold membership in a conveniently situated Component Society in this state in accordance with the Bylaws and regulations of the AMA. 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. No physician member may hold Active membership in more than one Component Society in this state. However, a physician member may hold associate or other non-active membership in more than one Component Society so long as they maintain their membership with the Colorado Medical Society and their primary Component Society.

A Component Society shall have jurisdiction and general direction of the affairs of the profession in the territory of that society.  A Physician shall belong to a Component Society in which the Physician’s major professional office is located or where they reside. 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 AMA has jurisdiction, may hold membership in a conveniently situated Component Society in this state in accordance with the Bylaws and regulations of the AMA. 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 member who wishes to change such member’s Component Society membership due to a change in the member’s major professional office or the location where the member resides shall submit a transfer request to the office of the current Component Society based on form prepared by CMS. Such transfer request shall be submitted to the CMS and the requested Component Society.  The CMS Board of Directors may approve such additional policies and procedures as necessary to provide for a change in Component Society Membership.

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 CEJA. 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 by failing to meet the requirement of this Chapter III or otherwise, its corporate records shall become the property of CMS. Should a Component Society ever become dormant with no activities or governing body, any remaining assets shall be distributed to CMS.

The Medical Student Component shall be subject to such obligations, policies, and procedures as determined by the CMS Board of Directors from time to time.

The Board of Directors (“Board” or Board of Directors”) shall consist of the President, President-Elect, Immediate Past President (the ex-officio officers), one Director from each District of CMS, and one Director from each CMS Section that exists from time to time. Each member of the Board (“Director”) shall have equal voting privileges of one vote each (including the President, President-Elect, and Immediate Past President). A Director must be a Voting Member in good standing with CMS.

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 Act and as provided in these Bylaws and CMS’s Articles of Incorporation.

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 by the CMS Board or a committee thereof from time to time. No person may be nominated for or elected to the office of Director unless the person is a member of one of the Active Component Societies in the applicable District or Section or an at-large member from that District and a CMS Voting Member in good standing. If a District or Section fails to appoint persons to fulfill any vacant Board or other CMS positions within sixty (60) days after such positions have become vacant, the CMS Board may appoint Active Members in good standing from the applicable District or Section to fill the vacant positions.

For the purpose of terms of office, a year shall be held to mean the CMS fiscal year unless changed by a vote of the Board of Directors. Except as otherwise noted hereunder, Directors shall serve for three-year terms, provided that the terms are adjusted and arranged so that as nearly as possible one-third of the Directors’ terms expire every year. Directors may serve up to two three-year consecutive terms, for total Board service of six years. Directors appointed by Sections shall serve one-year terms and may serve up to six consecutive terms, depending on the Section’s Bylaws. Directors appointed by District IV (Medical Student Component) shall serve six-month terms and may serve up to two six-month consecutive terms.

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.

A Director may resign at any time by submitting a written resignation to the President.  A Director is deemed to have resigned by missing two Board meetings in any calendar without an excused absence by the President.

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 the Section or District which appointed the Director who caused such vacancy for the remainder of the that director’s term, and such appointment shall not be counted towards a term of office for the new Director.

A Certificate of Service shall be awarded to each President of the Colorado Medical Society as the President finishes their term of office. Additional Certificates of Service may be awarded by vote of the Board of Directors in its sole discretion to other persons whose outstanding contribution to the mission and purposes of CMS entitle them to distinguished recognition.

Unless otherwise provided in these Bylaws or the Act, a majority of the Board of Directors at the time notice of a meeting of Directors is given shall constitute a quorum for the transaction of business at such meeting; 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 or the Act.

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 of the Board may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Board at which all directors were present. The written action is effective when signed by the required number of directors unless a different effective time is provided in the written action. When written action is being taken under this section, all directors shall be notified immediately of its text and effective date. 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 the Act 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, email or facsimile communication to the Corporation is not effective until received.

The CMS Board of Directors of CMS may utilize Basecamp to take action without a meeting; that all votes taken on Basecamp shall count as electronic signatures under the Colorado Uniform Electronic Signatures Act, C.R.S. 24-71.3-101 to – 121 and Chapter 4, Section 3 of the CMS Bylaws; and that all prior actions taken by the Board of Directors on behalf of the Colorado Medical Society on Basecamp by majority vote of a quorum are hereby confirmed, approved, adopted, and ratified for all purposes.

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.

No Director may vote or act by proxy at any meeting of the Directors.

The officers of CMS shall be the President, President-Elect, Immediate Past President, Treasurer, and Secretary. Regardless of terms of office, all officers shall serve until their successors begin their term of office. Other elected positions include CMS’s Delegates and Alternates (“AMA Delegation”) to the American Medical Association (“AMA”).  The only elected office CMS officers may concurrently hold is that of Delegate or Alternate Delegate to the AMA.

In order to serve as a CMS Officer, a person must have been an Active Member of CMS for at least two (2) years immediately preceding the date the person files to become a candidate for an officer position. In the event any such person ceases to be an Active Member of CMS during the term for which elected, the position shall be vacated immediately.

1. Duties. The President shall preside at all meetings of the members of the Board of Directors as Chair and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. 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 be the official spokesperson for the Society but may delegate this responsibility to others as appropriate. The President shall serve as Chair of the Executive Committee.
2. Eligibility/Term of Office. The President shall have served the preceding year as President-Elect. The President shall automatically assume office for a term of one year after having served as President-Elect for a term of one year.
3. 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 CMS Finance Committee and shall report on the finances of CMS at Board meetings.
2. Eligibility. The Treasurer must have served or be serving as either a CMS Director, elected Officer, or as a member of a CMS Council or Committee for no less than two years prior to being appointed by the Board of Directors.

The CMS Chief Executive Officer shall also serve as the CMS Secretary. The duties of the Secretary shall include being secretary of and responsible to the Board, assisting the officers in making decisions and implementing actions.

The Chief Executive Officer shall, subject to the direction and supervision of the Board of Directors: (i) be the chief executive officer of the Society and have general and active control of its affairs and business and exclusive supervision of its corporate officers, agents, and employees; (ii) propose, prepare and present to the Board of Directors specific programs and activities that will further the Society’s purposes; (iii) direct and supervise the implementation of the programs and activities approved by the Board of Directors; and (iv) perform all other duties incident to the office of Chief Executive Officer (including hiring and terminating employees, independent contractors, and agents of the Corporation) as from time to time may be assigned to such office by the Board of Directors.

1. Duties. CMS Delegates and Alternate Delegates to the AMA (“CMS Delegation”) attend the annual and interim conventions and special conventions of the House of Delegates of the AMA. Delegates and Alternate Delegates shall faithfully represent CMS and its official policies in the AMA House of Delegates. At least one member of the CMS Delegation shall attend each meeting of the CMS Board of Directors in order to be more familiar with its policy. Following a meeting of the AMA House of Delegates, the CMS Delegation shall provide a report of such meeting to the CMS Board of Directors.
2. Eligibility. A nominee for the CMS Delegation must be an Active Member of CMS for at least two years before filing to run for office and have other pertinent leadership experience before running for election, including but not limited to holding a CMS Officer or Director position or having other AMA experience. Delegates and Alternate Delegates may concurrently hold any elected office
3. Election/Terms of Office. The CMS Delegation to the AMA shall be elected by the CMS membership in such numbers and for such terms as the Bylaws of the AMA may prescribe, and as otherwise set forth in the CMS Election Manual.

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/Term of Office The Immediate Past President shall have served the preceding year as President. The Immediate Past President shall serve a one-year term immediately following the term as President.

Directors, Officers, committee, and council members shall not receive compensation for their services as such; however, their reasonable expenses for attendance at meetings or in the performance of their duties may be paid or reimbursed by CMS. The compensation of the Chief Executive Officer shall be as determined from time to time by the Board of Directors, or by an Officer or a committee to which such authority has been delegated by the Board of Directors.

1. Creation. The Board of Directors, in its discretion, may designate and appoint one or more committees of the Board of Directors (“Board Committees”) as well as advisory committees, councils, work groups, or individual advisors (collectively, “Advisory Committees”) to the Board of Directors. Board and Advisory Committees are collectively referred to herein as “Committees.” Advisory Committees shall serve in an advisory capacity only and shall have no right to vote on Board decisions.  Committees can be standing or ad hoc committees. Unless otherwise set forth in these Bylaws, the Board of Directors will establish by Board Resolution the authority, composition, term, and process and procedures for any Committee. The charge, titles, authorities, number, and duties of Committees shall be prescribed by direction of the Board of Directors and set forth in the chartering resolution.
2. Composition. Unless otherwise set forth in the applicable chartering resolution or these Bylaws, the President and/or President-Elect shall appoint members of Advisory Committees, with Board ratification. Wherever possible, membership on councils, committees and other work groups should be diverse in accordance with Board policy.
3. Rules and Procedures. Rules governing procedures for meetings of any standing or ad hoc Board or Advisory Committees will be the same as those set forth in these Bylaws or applicable to the Board of Directors, unless the Board of Directors determines otherwise in the resolution establishing or governing the Committee.
4. Reliance on Committees; Limitations on Authority. The delegation of authority to any standing or ad hoc Committee will not operate to relieve the Board of Directors or any Director from any responsibility or standard of conduct imposed by law or these Bylaws. A Committee may exercise no power or authority reserved to the Board of Directors by the Act, the Society’s Articles of Incorporation, or these Bylaws.
5. Reports to Board. All Committees shall submit recommendations concerning Society policy to the Board of Directors. Advisory Committees shall communicate as needed to recommend and promote policies of CMS. No Advisory Committee is authorized to act for or to bind CMS.

1. Executive Committee. There shall be an Executive Committee of the Board of Directors composed of the President, President-Elect, Immediate Past President, and two Directors at large. The CMS Chief Executive Officer shall serve as an ex officio nonvoting member of the Executive Committee. The Executive Committee shall act for the Board in emergency situations and shall report all its actions in full at the next meeting of the Board, for review and appropriate action by the Board.
2. 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.
3. Governance Committee. This committee shall be charged with helping the Board to achieve the highest level of governance effectiveness through the arrangement of an effective orientation protocol for new Directors and recommendations for Board consideration regarding additional Board governance training opportunities; the creation and maintenance of the governance policies and procedures subject to approval by the Board; the review and advisement of the board on proposed policy revisions and to oversee a process for periodic review of these policies. The chair and members of this committee shall be appointed by the President and ratified by the Board of Directors.
4. Finance Committee.  The Finance Committee oversees the preparation of the annual budget and financial statements of CMS and ensures that budgets and interim financial statements are prepared; reviews CMS’s financial statements and other official financial information provided to the public; and oversees CMS’s internal controls, including management’s compliance with applicable policies and procedures and risk management. The chair and members of this committee shall be appointed by the President and ratified by the Board of Directors.

The Board of Directors may create such Councils as it determines in its sole discretion, which shall be subject to such rules, policies, and procedures determined by the Board of Directors from time to time (“Councils”).  Such Councils may include but not be limited to the following:

1. Council on Legislation. The Council on Legislation (“COL”) 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.
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 standing rules, policies, and procedures 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.

The President and President-Elect annually should review whether the chartering resolutions of Councils, committees, and work groups should be revised and whether ad hoc councils, committees, and work groups should be created and submit recommendations to the Board of Directors for decision.

There may be special sections designated by the Board of Directors to represent special interests within the Society, to deal with special problems relating to their group, and other pertinent questions facing the medical profession (“Sections”). Members of these Sections shall be Voting Members in good standing of CMS.

1. Goals. The primary goals of a Section should be to provide a forum for its members to meet and discuss common issues and concerns; to increase the awareness of issues that are affecting Physicians represented by this section; to increase bi-directional communication between CMS and the Section members; to increase membership in CMS and its Component Societies; and to provide an avenue for direct access into the policymaking of the CMS Section.
2. Representation. Other than the Resident Section, the Section must represent at least 5% of the total Voting Members of CMS with an affinity of one or more interests. All members of the section must be members of CMS and the appropriate Component Society.
3. Operations. The Section may adopt such Governance Documents and rules of governance, provided that they are in compliance with CMS’s Articles of Incorporation and Bylaws and subject to the approval of the CMS Board of Directors. The Section must meet at least twice a year.

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)

The following positions shall be elected by the Voting Members: President-Elect and the CMS Delegation to the AMA. The incoming President-Elect shall assume office at the beginning of the CMS fiscal year. AMA Delegation will begin office in accordance with AMA rules.

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.

Voting Members may vote on matters by secret ballot either at a meeting or otherwise.  If the vote does not take place at a meeting, the ballot shall be transmitted by e-mail, web-based platform, or any other electronic means.  A matter voted upon by ballot is approved when the required number of affirmative votes are received.  Ballots must include at least the following information: (i) the time by which the ballot must be returned in order to be counted; and (ii) information sufficient to permit the Voting Member to reach an informed decision on the matter. Ballots may not be revoked. For elections, the candidate running for President-Elect who receives the most votes shall be elected. For candidate(s) running for the AMA Delegation, the candidate(s) who receive the most votes shall be elected to the AMA Delegation at large. The allocation for who will serve as AMA Delegates and AMA Alternate Delegates will be selected as set forth in the CMS Election Manual.

The result of the election as certified by the Secretary of the Board and announced by the President is final.  Processes to challenge election results may be set forth in the CMS Election Manual.

Elections to fill vacancies shall be for the unexpired term of the office in which there is a vacancy. 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.

The Board of Directors may adopt such additional election and voting policies and procedures as it may determine from time to time in the CMS Election Manual so long as they do not conflict with the Act or these bylaws.

The fiscal year of CMS shall be from October 1 through September 30.

Membership dues shall be defined from time to time by the Board. Membership dues may vary between categories and classes of membership. The Board shall establish the timing and method of fees notification and collection. Fees shall be payable in advance on such dates as specified by the Board.

The remittance of membership dues shall be as determined by the Board of Directors.

. 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. A member shall be considered delinquent if fees are not paid within the deadline set by the Board of Directors. A delinquent member shall automatically forfeit status as a member in good standing, and a Voting Member shall not have the right to vote or hold office.  A Member who is not in good standing for nonpayment of dues may be reinstated as a Member in good standing upon payment of the entire indebtedness and upon meeting any other requirements for membership.

Any member expelled or suspended is liable to the Corporation for dues, assessments or fees incurred or commitments made prior to expulsion or suspension and there shall be no refund of dues or assessments to an expelled member.

Members experiencing significant and substantial financial hardship may apply to the Board for a partial or total waiver of annual fees, which may be approved in the sole discretion of the Board. If the Board awards a fees waiver, such member shall remain a Member in good standing during such time as the waiver is in place.

The necessity for and amount of any member special assessment shall be determined by the Board of Directors in its sole discretion.

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.

The Board of Directors may order a general referendum of the Voting Membership upon any question pending before the Board of Directors.

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.

The following matters are required to be submitted to the Voting Membership of CMS for approval:

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 Voting Members 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;
4. Any change to the Bylaws that would permit a member of an active Component to be a direct member of CMS; or
5. The dissolution of CMS.

Membership referendums shall be conducted by secret electronic ballot in accordance with Chapter X. 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.

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.

1. Generally. A Policy Statement of CMS is a motion or resolution approved by the Board of Directors that defines the belief and philosophy of CMS regarding the practice of medicine and it applicable indefinitely unless changed. A Policy Statement sets a standard for judging and deciding all new proposals dealing with the subject or situation covered by such Policy Statement.
2. Adoption/Revision/Repeal. The Board of Directors has the sole authority to adopt policy, revise, and amend Policy Statements and the Policy Manual upon the vote of at least a majority of the entire Board, provided that any such change is presented in writing to the meeting of the Board of Directors where such vote will take place.
3. Policy Manual. All adopted Policy Statements shall be reported to the membership and placed in the CMS Policy Manual. The Policy Manual shall be reviewed from time to time 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 recommended revisions to the Policy Manual.

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.

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.

These Bylaws shall be deemed to be made under and shall be construed in accordance with the laws of the State of Colorado.

All Article titles or captions contained in these Bylaws are for convenience only and shall not be deemed part of the context of these Bylaws.