The Bylaws of The St. Louis Academy of Family Physicians

Approved 5/18/11

Chapter I
Name

The name of the organization shall be the St. Louis Academy of Family Physicians.

Chapter II
Affiliation

This organization is a constituent chapter of the Missouri Academy of Family Physicians and the American Academy of Family Physicians. No rules, regulations, or policies adopted by this organization shall be in conflict with the rules, regulations, or policies of the Missouri Academy of Family Physicians or the American Academy of Family Physicians.

Chapter III
Mission Statement, Purposes and Powers

The mission of the St. Louis Academy of Family Physicians is to promote excellence in health care in the St. Louis Community as well as unity and cooperative efforts among the family physicians in the St. Louis Community through:
• The promotion of Family Practice to medical students, other specialists, and the general public in the St. Louis Metropolitan Area,
• The promotion of improved health in the St. Louis Community,
• The promotion of professional development for its members,
• The encouragement of its members to participate in the education of medical students and residents in the field of family medicine, and
• The promotion of both awareness of issues affecting the medical practices of its members and cooperative efforts addressing those issues.

Chapter IV
Membership

Section 1. Acceptance of membership in this organization shall constitute an agreement by such member to comply with the Bylaws of this organization, the Missouri Academy of Family Physicians, and the American Academy of Family Physicians. Subject to the right of appeal to the American Academy of Family Physicians, in a manner provided by the Bylaws of said corporation, a member accepting membership in this organization shall recognize the Board of Directors of this organization as the sole and only judge of the right to be or remain a member.

Section 2. The classes of membership and the method of election shall be the same as the American Academy of Family Physicians and shall change, effective immediately, if changed by the American Academy.

Section 3. All right, title and interest, both legal and equitable, of a member in and to the property of this organization shall cease in the event of any of the following: a) the expulsion of such a member; b) the striking of the name from the membership roll; c) the death or resignation of the member.

Section 4. Active and Resident Members shall be required to pay dues and/or assessments to this organization as provided elsewhere in these Bylaws.

Section 5. All members of this organization whose dues and/or assessments are paid shall be members of the Missouri Academy of Family Physicians and the American Academy of Family Physicians.

Chapter V
Ethics

Section 1. The Principles of Medical Ethics for the members of the American Academy of Family Physicians shall be defined in the Bylaws or policies of the American Academy of Family Physicians.

Section 2. If any member is believed to have violated the Principles of Medical Ethics or the Bylaws of this organization, the Missouri Academy of Family Physicians, or the American Academy of Family Physicians, or to be otherwise guilty of conduct justifying censure, suspension, or expulsion from this organization, any member may then prefer charges against him in the form and manner as set out in the Bylaws of the Missouri Academy of Family Physicians.

Chapter VI
Dues, Assessments, and Admission Fees

Section 1. The admission fee, annual dues, and assessments (if any) for members shall be determined each year by the Board of Directors.

Section 2. The dues of a new member shall be pro-rated as described in the Bylaws of the Missouri Academy of Family Physicians.

Section 3. There shall be no dues, admission fees, or assessments for Honorary members.

Section 4. Special assessments may be applied equally to all members except Student and Resident members by affirmative action of two-thirds (2/3) of the voting members of the Board of Directors, provided however, that no assessment shall be in excess of fifty dollars ($50.00) annually.

Section 5. Any Active member whose dues or assessments are unpaid at the time of any annual meeting shall be ineligible to vote or to hold office. Any Active member whose dues or assessments are unpaid by April 1 shall be notified thereof by the treasurer, by registered mail to the member’s address on record. Unless payment is received within thirty (30) days thereafter, the treasurer shall cause the member’s name to be suspended from the membership roll. If an Active member thus suspended from the roll shall pay the amount due prior to the end of that calendar year, the Board of Directors, may at its discretion, reinstate said member. If at the end of the calendar year the amount due remains unpaid, the Active member whose name has been suspended from the roll shall be stricken from the roll and shall be in the same status as though he or she had never been a member and shall acquire membership only in the manner set forth in these Bylaws.

Section 6. The fiscal year of the St. Louis Academy of Family Physicians shall be from January 1 to December 31 of the calendar year.

Chapter VII
Meetings

Section 1. The Board of Directors shall hold meetings a minimum of four (4) times each year. All members are to be notified in advance of the time and place of the meeting via US mail, email and/or posting of the information on the Academy’s website.

Section 2. Special meetings may be called by the voting members of the Board of Directors, the President or the Secretary upon the written request of any ten (10) or more Active members, at a place and time determined by the Board of Directors.

Chapter VIII
Board of Directors

Section 1. Subject to the action of the members in meetings assembled or by referendum, and during the interim between the meetings of this Academy, the control and administration of this organization shall be invested in a Board of Directors.

Section 2. The Board of Directors shall be composed of the officers of the Academy, nine (9) elected members of Active status and Ex-officio members (as identified below). The officers of the Academy include President, President-Elect, Vice-President, Secretary, Treasurer, and Immediate Past-President. The terms of office shall begin as of the first day of November, following the Installation of Officers. The term for Secretary and Treasurer shall be for a period of one year, but they shall be eligible for re-election the following year. No term shall exceed three (3) successive years. Terms for all other officers shall be for one (1) year. Terms of Student and Resident board members shall follow their academic terms.

Section 3. The term of office for the nine (9) elected members of the Board of Directors shall be three (3) years. The President shall appoint a member of the Academy to fill a vacancy in the Board of Directors until the next regular election. Elected members of the Board of Directors are eligible for re-election.

Section 4. There shall be an Executive Committee of the Board of six (6) members composed of the President, President-Elect, Vice-President, Secretary, Treasurer, and Immediate Past-President. The Executive Committee of the Board shall have authority to act for the Board of Directors between meetings of the Board.

Section 5. Ex-officio members of the Board shall be members who are Directors or Officers of the Missouri Academy of Family Physicians and the American Academy of Family Physicians, department chairman or senior family physician of local LCME-Accredited and American Osteopathic Association medical schools, residency program directors (or their designees) of a ACGME-accredited family medicine residency programs. One Student from each LCME-accredited medical school and one Resident member from each ACGME-accredited family medicine residency program, and the Executive Director.  All members of the Board of Directors shall be voting with the exception of the Executive Director, Student members and Resident members.

Section 6. A majority or ten (10) of the voting officers and members of the Board of Directors shall constitute a quorum, whichever is less.

Section 7. A member of the Board of Directors absent without acceptable justification from three (3) successive regular meetings of the Board shall forfeit his or her membership on the Board at the discretion of the Board of directors. This provision shall not apply to the President or to the Secretary of the organization.

Section 8. The Board of Directors shall be empowered to employ or contract with an Executive Director as may be necessary, who need not be members of the St. Louis Academy of Family Physicians, each of whom shall perform such duties as the Board of Directors may designate and receive such compensation and serve for such periods and under such conditions as the Board of Directors may determine.

Section 9. The compensation of all services rendered to the Academy shall be fixed by the Board of Directors.

Section 10. The Board of Directors is empowered to call a “closed” meeting or any portion thereof a meeting at its discretion.

Chapter IX
Election of Officers

Nominations of officers and members of the Board of Directors for the ensuing term shall be made to the Board of Directors at the regular meeting in the fall. Election of the officers shall be held no later than October 31 by email or at the regular November Board of Directors meeting.

Chapter X
Duties of Officers

Section 1. The President shall preside at all meetings of the organization and shall perform such duties as delegated to him or her in these Bylaws.

Section 2. The President-Elect shall attend all meetings of the organization in order that he or she may become more familiar with the activities of the Academy and the duties of the President. In the absence of the President, the President-Elect shall assume and discharge the functions of the president.

Section 3. The Vice-President shall, in the absence of the President and the President-Elect, assume and discharge the functions of the President; and in the absence of the President, President-Elect, and Vice-President, the Board of Directors shall appoint an Acting President.

Section 4. The Secretary shall attend all Board meetings of the organization and the Board of Directors, and shall keep, or cause to keep, minutes of their respective proceedings. The Secretary shall be custodian of all records and papers belonging to the organization, except such as properly belong to the Treasurer. The Secretary shall conduct official correspondence and notify members of meetings.

Section 5. The Treasurer shall keep adequate and proper accounts of the properties and funds of the St. Louis Academy of Family Physicians. He or she shall deposit, or cause to be deposited, all monies and other valuables in the name and to the credit of the St. Louis Academy of Family Physicians with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the St. Louis Academy of Family Physicians as may be ordered by the Board of Directors and shall render to the Board of Directors an account of all transactions as Treasurer. The Treasurer will review all bank account statements monthly and report to the Board of Directors at each meeting.

Chapter XI
Committees

Section 1. The Board of Directors shall establish such committees, including ad hoc committees, as it may from time to time deem necessary. Except where otherwise specified, members of the committees will be appointed by the President. The President and President-Elect shall be ex-officio members of all committees.

Section 2. The Nominating Committee shall make recommendations concerning suitable candidates for respective offices of the Organization and present a slate to the Board of Directors in advance of election by the membership. The President, Immediate Past President, President-Elect and two additional members of the Board of directors will constitute the Nominating Committee.

Section 3. The officers of the Academy and the Executive Director shall constitute the Executive Committee. The committee shall be charged with the responsibility of reviewing issues that may come before the Board of Directors between regular meetings, including review of the Bylaws of the Academy.

Chapter XII
Miscellaneous

Section 1. In the absence of any provision in the Bylaws, all meetings of this organization and of the Board of Directors shall be governed by the parliamentary rules and usages contained in the current edition of Sturgis’ Standard Code of Parliamentary Procedure.

Section 2. Any five (5) or more active members may propose amendments to these Bylaws by submitting the same to the Secretary at least sixty (60) days prior to any regular or special meeting of the board of directors. The Secretary shall give notice of such proposed amendments to all members of the Board of Directors at least thirty(30) days prior to the meeting in which the amendment is to be offered. An affirmative vote of at least two-thirds (2/3) of the members of the board of directors present shall constitute adoption. In accordance with the American Academy of Family Physician Bylaws, the changes will become effective immediately, providing they relate solely to the internal structure and organization of this chapter and do not address issues specifically addressed in the Bylaws of the American Academy of Family Physicians or the Missouri Academy of Family Physicians.

Section 3. The minutes of the proceedings of the Board of Directors, the membership books, and books of account shall be open to inspection upon written demand of any member at any reasonable time, for any purpose reasonably related to the member’s interest as a member. Such inspection may be made by agent or attorney, and shall include the right to make extracts thereof. Demand of inspection shall be in writing, upon the President or Secretary of the Academy.

Chapter XIII
Indemnification of Directors, Officers and Employees Against Liabilities and Expenses in Action

Section 1. The Academy does hereby indemnify any person who was or is a party to any action, law suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Academy, against expenses, including attorneys’ fees, judgment, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believe to be in the best interests of the Academy. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Academy.

Section 2. To the extent that a director, officer, employee or agent of the Academy has been successful on the merits of otherwise in defense of any action, suite or proceeding, he shall be indemnified against expense, including attorney’s fees, actually and reasonably incurred by him or her.

Section 3. Any indemnification under this Article, unless ordered by a court, shall be made by the Academy upon a determination that indemnification is proper because the director, officer or employee has met the applicable standard of conduct. The determination shall be made by the Board of Director by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, or if obtainable a quorum of disinterested directors so directors, by independent legal counsel in written opinion, or by the Members.

Section 4. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Academy in advance of the final disposition of the action, suit or proceedings as authorized by the Board of Directors.

Section 5. Notwithstanding anything herein to the contrary, no indemnity shall indemnify any person from or on account of such person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct.