Florida Society of Reproductive Endocrinology and Infertility
(Adopted August 15, 2015)
This society shall be known as the Florida Society of Reproductive Endocrinology and Infertility (“Society,” hereafter).
ARTICLE I - OBJECT
The object of said Society shall be the best reproductive and endocrine and infertility care of the women in the southeast United States through fellowship, education, association, and cooperation of the State’s doctor of medicine who are subspecialized in Reproductive Endocrinology and Infertility.
ARTICLE II - MEMBERSHIP
Section 1: Classes of Membership
A. Voting Members
1. Active Members
Active members shall be doctors of medicine or osteopathy who include reproductive endocrinology and infertility in their practice and demonstrate active and particular interest in this medical subspecialty. Active members must be certified by the American Board of Obstetrics and Gynecology (“ABOG”) or by the American Board of Osteopathy (“ABO”) and shall be entitled to hold office and vote. Active members must have completed a Fellowship in reproductive endocrinology and infertility approved by ABOG.
2. Life Members
At the discretion of the Board, a member of the Society may be awarded Life Membership upon reaching age sixty-five (65) and having been an Active member for ten (10) years. Life members shall be exempt from payment of annual dues and special assessments. They shall not hold office, but can vote and serve on committees.
B. Non-Voting Members
Affiliate members include all healthcare professionals who do not meet the qualifications for Active Membership but have an interest in reproductive endocrinology and infertility; can demonstrate that the practice of reproductive endocrinology and infertility are their primary areas of practice; and have a current license to practice in Florida.
Section 2: Procedure for Admission to Membership
Applications for membership shall be submitted by the individual and will be reviewed by the Secretary. As soon as the Board of Directors may reasonably determine to its satisfaction the applicant is eligible the approved application shall be voted on at the next meeting of the Board of Directors. Applicants for membership shall agree to abide by the Bylaws of the Society and pay all applicable dues and assessments in a timely manner. A copy of the Bylaws shall be made accessible to each applicant on the FSREI website.
Section 3: Dues
A. Payment of Dues
Dues are payable at the beginning of each fiscal year, January 1, and must be paid by January 31 to be considered timely, a member will receive notices up until March 1. Membership shall be forfeited when any member has not paid his financial obligations by March 1. If a member whose dues are in arrears fails to pay said dues by March 1, following the due date, said individual’s membership shall be automatically terminated without further notice.
B. Dues Amount
The Board of Directors shall review the dues as appropriate for all categories of membership and determine if there will be a dues change. Recommendations for dues changes shall be approved by majority vote of the Board of Directors.
ARTICLE III – BOARD OF DIRECTORS
Section 1:
The Board of Directors shall consist of a maximum of 9 members including the President, President-Elect, Treasurer, Secretary, Immediate Past-President, and At-Large Board Members.
Section 2:
At-Large Board members shall serve terms of up to three (3) years and shall be eligible for consecutive terms.
Section 3:
The term of one-third of the At-Large Board Members will expire each year.
Section 4:
The Board of Directors shall administer the affairs of the Society during intervals between Annual Meetings, subject to the general policies established by the Board of Directors. The Executive Committee shall administer affairs between Board Meetings but must report its actions to the Board of Directors on a regular basis.
Section 5:
The Nominating Committee shall make nominations of At-Large Board Members for election by a majority vote of the board members. At-Large Board Members shall take office at the conclusion of the Annual Business Meeting.
ARTICLE IV - OFFICERS
Section 1:
The officers of this Society shall consist of a President, President-Elect, Treasurer, Secretary and Immediate Past President. The Executive Committee shall consist of the above named officers.
Section 2:
(a) The President, President-Elect, Treasurer, Secretary, and Immediate Past President will serve for a term of one (1) year, or until successors are elected, by a majority vote of the members present at the Annual Business Meeting.
Section 3:
The President shall preside at all meetings of the Board of Directors and at all meetings of the members and shall see that all orders and resolutions of the members and the Board of Directors are carried into effect.
Section 4:
The President-Elect shall, in the absence or disability of the President, perform the duties of the President and shall also perform such duties as the Board of Directors may prescribe.
Section 5:
The Treasurer shall: (1) Oversee the collection and retention of all funds due or accepted by the Society; (2) Expend the funds under the direction of the Board of Directors; (3) Submit to Directors an annual financial report; (4) Arrange for an audit of the financial records when necessary and; (5) Otherwise perform the duties expected of the Treasurer.
Section 6:
The Secretary shall: (1) Notify all members in advance of all Society member meetings; (2) Keep an official record of proceedings of all Annual Business Meetings and meetings of the Board of Directors including votes of members regarding Society actions, policy and elections; (3) Review member applications, and; (4) Otherwise perform the duties expected of the Secretary.
Section 7:
The Immediate Past President shall perform such duties as the President or Board of Directors may prescribe.
Section 8:
The Executive Committee shall meet at least two (2) times per year or as deemed necessary in the best interest of the Society, to facilitate the proper functions of the Society. These meetings shall be called by the President or any three (3) members of the Executive Committee. The Executive Committee shall have the power to act with the authority and in the name of the Society when urgent matters require definitive action between meetings. In such cases, report of such action or actions shall be made to the next duly called meeting of the Society as a whole. Of the five (5) members, three (3) shall constitute a quorum.
Section 9:
New officers shall be elected at the Annual Business Meeting and take office at the conclusion of it. The President-Elect shall be elected from the existing officers serving the Society. The outgoing President will become the Immediate Past-President.
ARTICLE V – COMMITTEES
Section 1:
The standing committees of the Society are (a) the Executive Committee and (b) the Nominating Committee.
Section 2:
The Nominating Committee shall consist of five (5) members of the Society. They are the Immediate Past President and four (4) members appointed by the President-Elect. The chairman shall be the Immediate Past President, unless unavailable, in which case the President shall appoint the chairman.
Section 3:
All ad-hoc committees and task forces shall be established by the President at the direction of, or with the approval of, the Board of Directors. A specific charge and scope of activities, timeframe of existence and budget will be defined for the committee, and determined in writing, at the time of establishment.
ARTICLE VI – MEETINGS
Section 1:
There shall be one (1) business meeting held annually in conjunction with the Society’s annual meeting where elections of the officers and other society business should be conducted.
Section 2:
Electronic, written or printed notices to the individual members shall be provided thirty (30) days prior to the meeting. Announcement of such meetings shall specify the program or purpose as well as the time and place.
Section 3:
The Executive Committee may arrange or make provisions for additional meetings of the whole Society or for sections of the Society. Announcements of such a meetings; shall specify the purpose, as well as the time and place. Members will be notified of such an announcements o through electronic, written or printed notice thirty (30) days or as soon as reasonably possible prior to the scheduled date of the meeting.
ARTICLE VII - AMENDMENTS
Section 1.
Generally. Amendments to the Bylaws may be proposed by the Board of Directors and adopted in accordance with provision of this Section 2.
Section 2.
Action Required to Amend Bylaws. An amendment of these Bylaws can be made effective only upon approval of the members as follows:
A. By Written Consent
The Board of Directors may submit to all members any amendment to these Bylaws and such amendment may be approved by written consent provided that (1) at least 50 percent of the voting members respond; and (2) a majority of the responding members tender their written consent to such amendment. The initial solicitation shall include a copy of the proposed amendment along with a synopsis thereof. A member’s written response to such amendment shall be memorialized on a form provided by the Society and conveyed to the Executive Director by hand-delivery, mail, or e-mail. The Executive Director and the Secretary shall post notice on the Society website if the Bylaws have been amended by written consent in accordance with this subsection. Thereafter, the President shall sign a certification or attestation as to the adoption thereof in accordance with these Bylaws.
B. At the Annual Business Meeting
These Bylaws may be amended by a majority vote of the members present at any regular meeting of the Society, notice having been given in writing or by publishing on the Society’s web page, setting forth specifically the action proposed to be taken with regard to the Bylaws. This notice shall have been given at least ten (10) days prior to the meeting at which the action is proposed to be taken. At the meeting, at which the vote is taken, the Bylaws amendment or, if the amendment is too lengthy, a synopsis thereof, shall be read to the membership. The Bylaws, as amended, shall be filed with such governmental entities as prescribed by law.
ARTICLE VIII - RULE OF ORDER
Unless otherwise prescribed by these Bylaws together with its appended Bylaws, questions of procedure and functions of the Society as a whole and as individuals shall be governed by Roberts Rules of Order.
If the conduct or expression of any member works against the best interests of the general membership by producing derision, controversy, or legal sanctions, Section 4-B of Article III of the Bylaws may be invoked for the good of the Society at any meeting. The matter may be referred to the Executive Committee or by a three-quarters vote. In such case the member may be suspended until the next meeting, but final action shall not be taken, whereby membership is forfeited until the next scheduled meeting after due notice.
ARTICLE IX- INDEMIFICATION
Each director and officer of the Society, whether or not then in office, shall be indemnified by the Society against all costs and expenses reasonably incurred by or imposed upon him/her in connection with or arising out of any transaction, action, suit, or proceeding in which he/she may be involved, and to which he/she may be a party by reasons of being or having been a director or officer of this Society and this Society is authorized to make such expenditures of money, when and if the occasion arises, to carry out the intent and purpose of these Bylaws.
