FLORIDA NEUROSURGICAL SOCIETY, INC.
BYLAWS
ARTICLE I
NAME
1.1 The name of the Corporation shall be the Florida Neurosurgical Society, Inc. (the “Society”).
ARTICLE II
PURPOSES
2.1 The purposes for which the Society is organized are:
A. To unite qualified neurosurgeons in the State of Florida into a representative organization to further the aims and ideals of Neurosurgery and of the medical profession.
B. To study the socioeconomic aspects of medicine to encourage and maintain the best patient care and the highest standards of practice of Neurosurgery.
C. To cooperate with other organizations of like purpose and the medical profession at large.
ARTICLE III
MEMBERSHIP
3.1 Active Membership in the Society shall consist of those Florida licensed physicians practicing neurosurgery within the State who pay such annual dues and comply with such other criteria as may be established by the Board of Directors from time to time.
3.2 Retired Membership in the Society shall consist of those physicians no longer practicing neurosurgery within the State who pay such annual dues and comply with such other criteria as may be established by the Board of Directors from time to time.
3.3 Resident or Fellow Membership in the Society may be granted to residents or fellows in good standing in a neurosurgical training program in Florida. Resident or Fellow Membership will terminate at the time of graduation from training or termination of training. Application for such membership must be accompanied by a statement from the Program Director that the applicant is in good standing in the training program.
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3.4 Affiliate Membership in the Society shall consist of those individuals who do not fall within one of the preceding categories who pay such annual dues and comply with such other criteria as may be established by the Board of Directors from time to time.
3.5 Applications may be obtained from the registered office of the Society, and applications shall be delivered to such registered office for processing.
3.6 A member may resign by declaring his or her intention in writing to the Secretary of the Society. There shall be no refund of dues.
ARTICLE IV
MEETINGS OF THE MEMBERS
4.1 An annual meeting of the Society shall be held at a time and place designated by the Board of Directors for the purpose of transaction of such business as may come before the meeting.
4.2 Special meetings of the members, for any purpose or purposes other than those regulated by statute, these Bylaws or by the Articles of Incorporation, may be called at any time by the President, any two members of the Board or at least ten percent of the members entitled to vote, upon written request to the Secretary of the Society.
4.3 Written notice of any meeting of members, stating the place, the date and hour and the general nature of the business to be transacted thereat, shall be served electronically or mailed, postage prepaid, to each member at such address as appears on the books of the Society, not less than ten nor more than fifty days before such meeting, unless a greater notice is required by statute.
4.4 Except as may be otherwise provided by statute or by these Bylaws, a quorum for the transaction of business at any meeting shall consist of at least ten (10) those members entitled to vote who are present in person. One or more members may participate in any meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and communicate with each other, and all members so participating shall be deemed to be present in person at the meeting.
4.5 Except as may be otherwise provided by statute, these Bylaws, or the Articles of Incorporation, the vote of a majority of the members entitled to vote who are present shall decide any question brought before any meeting.
ARTICLE V
THE BOARD
5.1 The affairs of the Society shall be managed by a Board of Directors (the “Board”), in accordance with these Bylaws.
5.2 Any active member in good standing shall be eligible to serve on the Board.
5.3 The Board shall consist of no less than 5 and no more than 9 Society members; the number shall be set from time to time by the Board. Said membership shall include:
A. A President, President-Elect, Secretary, Treasurer, and the Immediate Past President.
B. At-large directors as elected by the membership at the Annual Meeting.
5.4 Vacancies in the elected Board positions (other than among the officers), including vacancies resulting from an increase in the number of members constituting the Board, shall be filled by a majority vote of the remaining Board members.
5.5 The duties of the Board shall be those ordinarily performed by a Board of Directors of a Corporation, and the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, these Bylaws, or the Articles of Incorporation directed or required to be exercised and done by members of the Society or by the President.
ARTICLE VI
BOARD MEETINGS
6.1. The meetings of the Board may be held at such places within Florida or elsewhere as a majority of the Board members may designate from time to time or as may be designated in the notice calling the meeting.
6.2. Regular meetings of the Board shall be held at such times and places as shall be determined from time to time, by resolution of the Board. Notice of each regular meeting of the Board shall specify the time and place of the meeting and shall be given to each Board member at least fifteen (15) days before the meeting
6.3. Special meetings of the Board may be called by the President or the Secretary upon written request of any two members of the Board on 24 hours notice to each Board member. Notice of each special meeting of the Board shall specify the time and place of the meeting
6.4 A majority of the Board members shall be necessary to constitute a quorum for the transaction business, and the acts of a majority of Board members present at a meeting at which a quorum is present shall be the acts of the Board, except as may be otherwise specifically provided by Statute, these bylaws, or the Articles of Incorporation. If a quorum shall not be present at any Board meeting, the Board members present thereat may adjourn the meeting. It shall not be necessary to provide any notice of the adjourned meeting or of the business transacted thereat other than by announcement at the meeting at which such adjournment is taken.
6.5 One or more Board members may participate in a meeting of the Board by means of telecommunication by means of which all persons participating in the meeting can hear each other, and all Board members so participating shall be deemed to be present in person at the meeting.
6.6 Actions of the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the Board members and shall be filed with the Secretary of the Society and with the minutes of the proceedings of the Board.
6.7 Written or printed notice stating the place, day and hour of any Annual, regular, or specially-called meeting of the Board shall be delivered either personally, by mail or air delivery, by the Secretary, to each member of the Board no less than ten or more than thirty days prior to any Annual, regular or special meeting. Notice shall be deemed to have been given on the date on which such notice is mailed or shipped.
ARTICLE VII
OFFICERS
7.1 The officers of the Society shall be the President, the President-elect, a Secretary, and a Treasurer. All officers shall be members of the Society.
7.2 Except as hereinafter provided in the case of vacancies, the officers shall be elected to one year terms by the members of the Society entitled to vote as set forth in Section 3.2 and shall serve in their respective offices until the next annual meeting of the members and until their successors are duly elected.
ARTICLE VIII
COMMITTEES
8.1 The President may from time to time designate and create standing or temporary committees, in addition to those provided for in these Bylaws, which committees shall have duties and responsibilities and shall function in such manner as the Board may deem appropriate. Except as provided below, the Chairs and members of all committees need not be members of the Board, and shall be appointed by the President.
ARTICLE IX
GENERAL PROVISIONS
9.1 Report to members. The Board shall submit at the annual meeting of the members a full report of conditions and finances of the Society together with a review of its acts for the preceding year.
9.2 Checks and Notes. All checks or demands for money and notes of the Society shall be signed by such officer or officers as the Board may from time to time designate.
9.3 Fiscal year. The fiscal year of the Society shall be from January 1 of one year to December 31 of the following year.
9.4 Notices. Whenever, under the provisions of the statutes of the Articles of Incorporation or of these Bylaws, notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof through the mail or by telegram, charges prepaid, or by facsimile transmission or electronic mail, or by recognized delivery service to the appropriate address appearing on the books of the Society or supplied by him to the Society for the purpose of notice. Notice shall be deemed to have been given when delivered in person, or sent by facsimile or electronic mail or one day after being deposited in the mail or with a recognized delivery service or sent by telegram.
9.5 Waiver of Notice. Whenever any written notice is required to be given by statute or by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent of the giving of such notice. Except in the case of a special meeting of members, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of any person entitled to vote at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
9.6 Liability and Indemnification. A Board member shall not be personally liable for monetary damages as Board member for any action taken, or any failure to take any action, unless the Board member has breached or failed to perform the duties of Board member and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, the foregoing provision shall not apply to the responsibility or liability of a Board member pursuant to any criminal statute or the liability of a Board member for the payment of taxes pursuant to local, state or federal law.
To the fullest extent permitted by the provisions of the Florida Not for Profit Corporation Act, as the same may be amended and supplemented, the Society shall indemnify any officer, Board member or employee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suite or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the Society) by reason of the fact that such person is or was a representative of the Society, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Society, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no persons shall be entitled to indemnification pursuant to these Bylaws in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a course to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Society, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Society unless and only to the extent that the court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper.
Unless ordered by a court, any indemnification under section 9.6 or otherwise permitted by law shall be made by the Society only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the applicable standard of conduct set forth under that section has been met. Such determination shall be made by the Board by a majority vote of a quorum consisting of Board members who were not parties to the action or proceeding; if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Board members so directs, by independent legal counsel in a written opinion; or by the members.
9.7 Dues and Fees. The dues shall be established by the Board annually.
ARTICLE X
SEAL
10.1 The Seal shall contain the name of the Society, as well as its date and State of Incorporation.
ARTICLE XI
AMENDMENTS
11.1 The Articles of Incorporation or Bylaws may be altered, amended or repealed by a majority vote of the members entitled to vote thereon at any regular or special meeting duly convened after notice to the members of that purpose, or to the extent permitted by law, by a majority vote of the members of the Board at any regular or special meeting duly convened, subject always to the power of the members to change such action by the Board members.
ARTICLE XII
DISSOLUTION
12.1 Upon dissolution of the Society, all of the assets thereof, after the payment of all debts, shall be distributed to such non-profit organizations as are qualified as tax-exempt pursuant to section 501(c)(3) or 501( c)(6)of the Internal Revenue Code, with preference being given to any such organization whose purposes are consistent with those of the Society.
ARTICLE XIII
PARLIAMENTARY AUTHORITY
13.1 Robert's Rules of Order shall govern the proceedings of all meetings of the Board and of the Society in all cases not provided for in these Bylaws.
ARTICLE XIV
DELEGATES TO NATIONAL ORGANIZATIONS
14.1 Society delegates and alternate delegates to the Council of State Neurosurgical Societies of the American Association of Neurological Surgeons and Congress of Neurological Surgeons must be Society members, nominated by a Society member, and elected by the Board.
14.2 Delegates and alternate delegates shall serve for a term of one year and are eligible for re-election.