BYLAWS

MICHIGAN SOCIETY OF COLON AND RECTAL SURGEONS

 Preamble

The Michigan Society of Colon and Rectal Surgeons is an organization established for the purpose of disseminating to all physicians and health-care professionals knowledge relating to diseases of the colon, rectum, and anus.  The organization and its members endeavor to promote the highest-quality care in the most efficient, cost-effective manner possible.

ARTICLE I – NAME

The name of this organization shall be the Michigan Society of Colon and Rectal Surgeons.

ARTICLE II – ORGANIZATION DATE

This Society was organized as the Michigan Proctologic Society on September 30, 1954, and on October 9, 1974, officially changed its name to the Michigan Society of Colon and Rectal Surgeons.

ARTICLE III – OFFICES

This Society may have offices within the State of Michigan at such locations as members shall designate.

ARTICLE IV – ETHICS AND ETHICAL RELATIONSHIPS

The code of ethics as adopted from time to time by the American Medical Association, and the “Principles of Financial Relations in the Professional Care of the Patient,” as adopted from time to time by the American College of Surgeons, shall govern the professional conduct of the members of the Society.  Specifically, all members of the Society pledge themselves that they will not receive from, or pay to another physician, either directly or indirectly, any fee received for professional services, but on the contrary, that all fees shall be collected and retained by the individual physician in accordance with the value of service rendered.

 ARTICLE V – MEMBERSHIP

Section I.  Qualifications for membership in this Society require that the applicant be a graduate of an approved  medical school, be legally licensed to practice in the State of Michigan, and have evidenced a special interest in colon and rectal surgery.  All applicants (as of October 1998) must have graduated from an approved residency in colon and rectal surgery.  Membership in the County Medical Society, American Medical Association, and the American Society of Colon and Rectal Surgeons is desirable but not required.

Section II.  Qualified members at the time of adoption of the official date of the organization of the Society and adoption of the bylaws shall be known as Founders.

Section III.  Senior Members

1. Any member who is sixty years of age or more and who is a member with outstanding qualifications may be nominated by the Executive Council for the honor of Senior Membership-.
2. Senior members shall have the right to vote and hold office in the Society. They may serve on committees, may appear on scientific programs and may participate in discussions of scientific papers.
3. Dues for members 60 years and older shall be paid as long as they continue to be engaged in active practice and/or teaching of colon and rectal surgery.

Section IV.  Members

1. Members shall have the right to vote and hold office in the Society. They may serve on committees, may appear on scientific programs and may participate in discussions of scientific papers.
2. Members are required to pay annual dues unless this requirement is waived by action of the Executive Council.

ARTICLE VI – APPLICATION FOR MEMBERSHIP

Section I.  Application for membership in the Society shall be presented in writing on the prescribed form, which states the qualifications and references of the applicant, and shall also signify his agreement to abide by the bylaws of the Society.

Section II.

1. The application for membership in the Society shall be referred to the Executive Council of the Society, who shall investigate the character, qualifications, and the standing of the applicant, and make a recommendation for disposition of the application to the members at the next regular Society meeting.
2. Elections to membership shall be held at the regular meetings of the Society, with all members in good standing being entitled to vote. Balloting shall be by hand count, unless a majority of those present decide otherwise.
3. A candidate for membership shall be declared elected upon the affirmative vote of two-thirds of the voting members present, and shall be so notified by the Secretary of the Society or other designated agent.
4. The names of any candidates who fail to be elected may be resubmitted and reconsidered by the membership at any subsequent regular meeting of the Society.
5. No newly elected member shall be entitled to the rights and privileges of membership until he has paid the annual dues as provided in Article XVI of these bylaws.

ARTICLE VII – CERTIFICATE OF MEMBERSHIP

Section I.  The Society shall present each new member with its Certificate of membership.

ARTICLE VIII – RESIGNATIONS

Section I.  Any member who is in good standing and against whom no charges are pending under Article IX of these bylaws may resign from membership at any annual meeting of the Society.  Such member may be reinstated by the Executive Council to the same class of membership which he formerly held, at any time upon payment of such dues that may be outstanding for the year he desires reinstatement.

ARTICLE IX – SUSPENSIONS & EXPULSIONS, UNPROFESSIONAL CONDUCT

Section I.  Charges of unprofessional conduct against any member shall be made in writing and submitted to the Executive Council.  If after investigation by the Executive Council, including the privilege of a hearing, it is determined that such charges are well founded, the Executive Council shall refer them and its findings to an executive session of the members for action.  At least thirty days prior to any action by the Society concerning the charges made, the accused shall be notified by the Executive Council through the Secretary, of the time and place at which this action is to be taken.  The accused shall be accorded the privilege of a hearing before the executive session.

A member found guilty of unprofessional conduct may either be suspended for an indefinite period or may be expelled, a two-thirds vote for the members present at such executive session being required.

Section II.  Absence from Meetings

Any member who is absent from five consecutive annual meetings shall be reminded of such absences by the Secretary.  If then absent from the next annual meeting without furnishing to the Executive Council satisfactory reasons for any absences, membership shall be terminated.  This requirement does not pertain to senior members.

Section III.  Reinstatement

Any member who has been expelled from the Society by virtue of the provisions of Article IX of these bylaws may be considered for membership on recommendation of the Executive Council and by two-thirds vote of the members and senior members present at the annual meeting.  A member under suspension shall pay no dues and shall have no rights and privileges of membership during his period of suspension.

ARTICLE X – OFFICERS: ELIGIBILITY, NOMINATION ELECTION, TERM OF OFFICE

Section I.  The officers of the Society shall be a President, President-Elect, and Secretary-Treasurer.  The officers shall comprise the Executive Council of the Society.

Section II.  All officers (President, President-Elect, and Secretary-Treasurer), including the MSMS Delegate and Alternate Delegate can be elected by sequential progression (the preferred method); or alternatively, by nominations from the floor at the annual meeting.  If by sequential progression, it will be necessary to elect an Alternate Delegate at each meeting by nominations from the floor so that all positions are filled.  If any officer declines the elevated position, then nominations will be taken from the floor to fill that position.

Section III.  The elected officers shall enter upon their duties immediately after the adjournment of the meeting at which they are elected, and shall continue in office for one year or until their successors are elected.

ARTICLE XI – MEETINGS

Section I.  Annual Meeting

The annual meeting shall be held at such time and place as shall be designated at a prior annual meeting by the majority of voting members of the Society.  If compliance with such designation proves to be impossible, or if the members fail to designate the time and place of the next meeting, the time and place shall be determined by a majority vote of the Executive Council.  The accepted date of the annual meeting should be a date during the annual meeting of the Michigan State Medical Society.

Section II.  Scientific Session

This session shall be held during the annual meeting at the time and place of the Michigan State Medical Society as the Executive Council may direct.

ARTICLE XII – DUTIES OF THE OFFICERS

Section I.  General

The officers, acting under the direction and authority of the Executive Council, shall manage the affairs of the Society and shall report to the Society at each annual meeting.  The officers shall perform such duties as may be designated by the bylaws of the Society, and shall at all times be subject to control and regulations by the Executive Council.

Section II.  President

The President shall preside at all meetings and perform such other duties as ordinarily pertain to that office.  He shall be a member ex-officio of all committees, but shall not vote on any question in any committee except in case of a tie.  In the event of the death of the President, the President-Elect shall succeed for the remainder of the term until the next annual meeting.

Section III.  President-Elect

The President-Elect shall serve as a member of the Executive Council.  In his absence, the Secretary-Treasurer shall serve as the President-Elect and Secretary-Treasurer.

Section IV.  Secretary-Treasurer

1. The Secretary-Treasurer shall attend and keep a record of all the regular and special meetings of the Society and the Executive Council. He shall conduct the correspondence of the Society and shall be the custodian of the Seal, books, and records of the Society, and shall perform such other duties as the Executive Council may direct.
2. He shall collect all monies due the Society and place them in a bank or banks approved by the Executive Council. Withdrawal and disbursements of any of the Society’s funds from said bank or banks shall be made only over the signature of the Secretary-Treasurer or other authorized officer of the Society.
3. As of the first of the month preceding any annual meeting, the Secretary-Treasurer shall prepare a financial report which shall show in detail the receipts and expenditures of the preceding fiscal year, the existence of any bills or debts outstanding on that date, and the balance of monies on hand.
4. The accounts of the Society shall be audited annually at the end of each fiscal year upon the Secretary-Treasurer’s request, and such audits shall be made part of his annual report. All audits shall be made either by a committee, recognized auditing firm, or by a certified public accountant as deemed advisable by the Executive Council.
5. In the absence, death, or disability of the Secretary-Treasurer, the President-Elect shall serve the function of Secretary-Treasurer and President-Elect.

Section V.  Executive Council

1. The Executive Council shall meet as often as the interest of the Society may require. One meeting each year, just prior to the annual meeting of the Society, is required.
2. Two members of the Executive Council shall constitute a quorum for the transaction of business, and a majority shall determine any question under consideration.
3. The President of the Society, or all three members of the Executive Council or any twelve members and/or senior members may call a special meeting of the Executive Council.
4. Immediately prior to each annual meeting of the Society, the Executive Council shall review and investigate all available records of candidates for membership in accordance with ARTICLE V, Section III and IV of the bylaws.
5. The Executive Council shall control and direct the general management of the affairs of the Society between executive sessions.
6. Vacancies occurring in any office between the annual meetings of the Society shall be filled by a majority vote of remaining members of the Executive Council except as provided in ARTICLE XII, Section II.
7. If the President or Secretary shall deem it necessary to have a vote of the Executive Council without a meeting, the Council may act upon such a proposition by mail, provided, however, that any business conducted by mail in this manner shall require the written approval of the majority of members of the Executive Council.
8. A record of all proceedings of the Executive Council shall be kept, and a synopsis of the record shall be submitted for the approval of the Society at its annual executive session.
9. The Executive Council may recommend for passage at the annual meeting of the Society, such measures as it may deem necessary for the best interests of the Society.
10. The Executive Council shall have control of the publications of the Society.
11. The Executive Council shall constitute a court of inquiry for the investigation of any charges preferred against any member for any offense involving the welfare of the Society, or for unprofessional or unethical conduct, shall have the right to recommend suspension or expulsion from the Society of any member, subject however to the provisions of ARTICLE IX, of the bylaws.
12. The Executive Council shall have the power to authorize expenditures and payment thereof where such expenditures, in its opinion, are necessary for the proper conduct of the business of the Society, including any expense incurred by the Executive Council, the Secretary-Treasurer, or any standing or special committees.

ARTICLE XIII – SCIENTIFIC PAPERS

Section I.  General

1. Scientific papers which have previously been presented before this organization may not again be presented at the scientific session.
2. A final draft of each paper to be presented before the Society shall be furnished by the author to the Secretary of the Society six weeks prior to the annual meeting at which it is to be read.

Section II.  Presentation and Discussions

1. No more than thirty minutes shall be allowed for the presentation of scientific papers, except those presented by invited guests.
2. Designated discussions of papers shall be limited to five minutes.
3. Discussions from the floor shall be limited to three minutes.
4. Discussions by non-members shall be by invitation only.

ARTICLE XIV – QUORUM

Section I.  Six members and/or senior members shall constitute a quorum for the transaction of business at any regular authorized or duly called meeting.

ARTICLE XV – DECORUM

Section I.  Remarks reflecting upon the personal or professional character of any member of the Society shall not be in order at any meeting except when introduced by the Executive Council pursuant to ARTICLE IX, of these bylaws.

ARTICLE XVI – DUES AND INITIATION FEES

Section I.  Dues

1. The amount of the annual dues and initiation fees shall be determined by the Executive Council on the basis of sound budgetary requirements, with the approval of the membership.
2. If a member is on active military duty, his dues may be waived.
3. A senior member may be exempted from dues by action of a majority of the Executive Council.

Section II.  Failure to Pay Dues

Any member whose dues are in arrears for two years shall automatically forfeit his membership, and all rights and privileges of such person as a member of the Society shall cease, unless such delinquency shall have been occasioned by his inability to practice because of illness, or occasioned by circumstances adjudged adverse by the Executive Council or by incapacities incurred in military service, subject to the provisions of ARTICLE XV, Section I, paragraph B.

Section III.  Each member and registered guest at the annual meeting shall pay a registration fee, the amount of which shall be designated by the Executive Council each year.

ARTICLE XVII – LIMIT TO NUMBER OF MEMBERS

Section I.  The number of members and/or senior members shall be determined by the Executive Council.

ARTICLE XVIII – COMMITTEES

Section I.  Special committees shall be appointed by the President as necessity demands or as authorized by the members and/or senior members present at any annual meeting.  At least one member of each committee shall be a member of the Executive Council.

Section II.  The size of the committee shall be determined by the President.  The term of office shall be until the next annual meeting.

ARTICLE XIX – ORDER OF BUSINESS

Section I.  The order of business for the executive session at any annual meeting shall be as follows:

1. Calling of meeting to order.
2. Report of minutes of previous meeting.
3. Report of Secretary-Treasurer.
4. Report of Executive Council.
5. Unfinished business.
6. New business, including action on recommendations of the Executive Council.
7. Report of nominating committee.
8. Nomination and election of senior members and members.
9. Election of officers.
10. Time and place of next meeting.
11. Presentation of new officers.
12. Adjournment.

ARTICLE XX

Robert’s Rules of Order shall be the authority to govern the deliberations of the Society.

ARTICLE XXI

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a two-thirds vote of the members and/or senior members at any annual meeting, provided the proposed alteration, amendment, or repeal is submitted in writing to each voting member at least thirty days prior to the meeting at which the same is to be considered.

Nov. 1977

Nov. 1985

Nov. 1989

Oct. 1998

Nov. 2002

Oct. 2010

Oct. 2013

Oct. 2014

Oct 2017