Mississippi Society of Otolaryngology/Head & Neck Surgery

BYLAWS

BACK TO ABOUT THE MSO

A NON-PROFIT MISSISSIPPI CORPORATION

ARTICLE I.  PURPOSE

It shall be the purpose of this Society to promote and encourage the organization and professional association of duly licensed doctors of medicine in the State of Mississippi who are specializing in Otolaryngology/Head & Neck surgery; to promote in all respects the medical practice, continuing education and advancement of the discipline of otolaryngology/head & neck surgery; to promote scientific and professional exchange between members of this Society; to maintain and strive constantly to improve the high level of otolaryngic care for the people of the State of Mississippi, to encourage rapid dissemination of knowledge concerning advances in techniques in the practice of otolaryngology/head & neck surgery and diagnostic methods; to promote in all respects through meetings, seminars and publications the purposes of this Society and to create a specialty medical society that can represent its membership in all matters of direct concern to them. The Society shall be a non-profit organization and operate under a tax exempt status pursuant to Section 501(c)(6) of the Internal Revenue Code of 1986, or any similar successor law which may be enacted.

ARTICLE II.  REGISTERED OFFICE

The Society shall continuously maintain in the State of Mississippi a registered office and a registered agent as required by the Mississippi Nonprofit Society Act.  The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE III.  MEMBERS

SECTION 1.       Classes of Members.  The Society shall have the following classes of members:  Active, Emeritus, Honorary, and Inactive.

SECTION 2.       Membership Criteria and Admission.  Membership is a privilege and is contingent upon compliance with the requirements specified in these bylaws. No person shall be accepted or allowed to continue as a member of this Society unless they are of good moral character and adhere to the ethical standards of the medical profession.  No person shall be accepted for membership unless they meet the above requirements and are at the time practicing in accordance with the principles of this Society as stated in these bylaws.  Applications for membership along with proof of eligibility for membership must be submitted to the Board of Directors for approval.  Upon approval, the applicant's name shall be enrolled on the official membership roster and the President shall issue a letter to the new member verifying membership.  In addition to the foregoing, each class of member must meet the following qualifications:

(a)                Active Members.  Active members must be active physicians who are engaged in and whose practice is limited to otolaryngology and/or head & neck surgery and who are licensed by the Mississippi State Board of Medical Examiners to practice medicine in the State of Mississippi.  An application for Active membership must be endorsed by two Active members who are personally acquainted with the applicant.  Active members shall be entitled to full privileges of this Society and shall pay annual assessments.

(b)               Emeritus Members.  Active members who have attained the age of sixty-five (65) years or who have had continuous Active membership for twenty-five (25) years may apply to the Board of Directors for Emeritus status.  Emeritus members shall be exempt from dues and will enjoy all other privileges of Active members except voting privileges.

(c)                Honorary Members.  The Board of Directors is authorized to elect Honorary members. A proposal for Honorary membership shall be made to the secretary of the Society. The proposal shall be made by an Active member of the Society who is in good standing and must be endorsed by another Active member of the Society who is in good standing. Proposals for Honorary membership shall be submitted to the Board of Directors whose decision shall be final, by a majority vote, as to the election of Honorary members. Honorary members shall not be required to pay dues of any kind. Further, Honorary members shall not be entitled to a vote.

(d)               Inactive Members.  Inactive Members shall be former dues paying Members who, by virtue of illness, deficiency in continuing medical education requirements or other reasons, can no longer maintain such Membership. They may request transfer to Inactive Membership with the approval of the Board of Directors. The Board of Directors may restore an Inactive Membership to the former Membership status upon appropriate written request. Inactive Members may not vote or hold office or serve on Committees. They shall not be required to pay dues.

SECTION 3.       Transfer of Membership.  No member of the Society may transfer a membership or any right arising therefrom.

SECTION 4.       Annual Assessments or Fees.  The Board of Directors shall determine the amount of the annual assessment for Active members.  All assessments shall be due and payable on January 1st of each year.  If a member fails to pay the annual assessment by March 1st, such member shall be notified that failure to submit payment by April 1st will result in such member's expulsion from the Society. 

(a)                Newly Admitted Members.  New Active members admitted prior to July 1st shall pay the full amount of the annual assessment for that year.  New Active members admitted on or after July 1st shall pay one half of the annual assessment for that year. 

(b)               Refunds.  Upon written request, any member who ceases to be an Active member prior to July 1 of any year, other than due to such member's suspension or expulsion, shall be refunded one half of the annual assessment paid for that year.

(c)                Illness.  If, due to a serious illness or injury, an Active member is prevented from pursuing the practice of medicine for more than six months, then upon written request by or on behalf of such member one half of the annual assessment shall be waived or refunded for each additional six month period of disability. 

SECTION 5.       Censure, Suspension or Expulsion.  Any member may be censured, suspended or expelled from the Society for good cause.  Suspension shall be for a definite period of time and may at the discretion of the Board of Directors be commuted.  A suspended member shall not be entitled to exercise any rights or privileges of membership and any office or director position held by a suspended member may, at the discretion of the Board of Directors, be declared vacant and in such event the suspended member shall have no right to resume such position after the suspension period.  An expelled member shall lose all rights and privileges of a member upon expulsion and any office or director position held by an expelled member shall be vacant upon such member's expulsion.  "Good cause" shall mean any of the following:

(a)                Expulsion from membership in the American Medical Association or any of its constituent associations.

(b)               Revocation or suspension of a member's license to practice medicine by any regularly constituted state authority.

(c)                Conviction in a court of law of a felony or an offense involving moral delinquency.

(d)               Conduct unbecoming a physician, as determined in the discretion of the Board of Directors.

(e)                Any cause or act which the Professional Conduct Committee deems to be detrimental to this Society.

(f)                 Failure to abide by the provisions of these bylaws.

(g)                Violation of the standards of professional conduct approved by this Society.

(h)                Failure to pay dues or assessments.

SECTION 6.       Reinstatement.  Any expelled member may be reinstated upon approval by the Board of Directors if the reason for expulsion has been fully remedied in the discretion of the Board of Directors.  An application for reinstatement shall be made in the same manner and under the same conditions as required for a new member applying for membership.

ARTICLE IV.  MEETINGS OF MEMBERS

SECTION 1.       Annual Meeting.  The annual meeting of the members shall be held at such time as may be determined by the Board of Directors for the purpose of electing officers and directors, for presentation of reports from officers, directors and committees, for presentation of scientific programs and for the transaction of any other business which may properly come before the meeting.  The Board of Directors may reschedule any annual meeting of the members by notifying the members of the date and place of the rescheduled meeting, provided that such meeting is held no sooner than three weeks after the date of notice to the members.  The failure to hold an annual meeting at the time stated in or fixed in accordance with the Society’s bylaws does not affect the validity of any corporate action.

SECTION 2.       Special Meetings.  The Society shall hold a special meeting of members on the call of the President upon approval by the Board of Directors.

SECTION 3.       Place of Meeting.  The Board of Directors may designate any place, either in or out of the State of Mississippi, for any annual or special meeting of members.  A valid waiver of notice signed by all members entitled to notice may designate any place, either in or out of the State of Mississippi, as the place for any annual or special meeting of members.  Unless the notice of the meeting states otherwise, members’ meetings shall be held at the Society's principal office.

SECTION 4.       Notice of Meeting.  The Society shall notify its members of the place, date and time of each annual and special meeting of members no fewer than thirty (30) nor more than sixty (60) days before the meeting date.  Unless applicable law or the articles of incorporation require otherwise, the Society shall give notice only to members entitled to vote at the meeting.

Notice of an annual meeting must include a description of the matter or matters which must be approved by the members if such notice is required by applicable law.  Notice of a special meeting must include a description of the matter or matters for which the meeting is called.  Only those matters that are within the purpose or purposes described in the meeting notice may be conducted at a special meeting of members.

If an annual or special meeting of members is adjourned to a different date, time or place, the Board of Directors shall notify the members of the date and place of the adjourned meeting, provided that such meeting is held no sooner than three weeks after the date of notice to the members.

When giving notice of an annual or special meeting of members, the Society shall give notice of a matter a member intends to raise at the meeting if:  (1) requested in writing to do so by a person entitled to call a special meeting; and (2) the request is received by the secretary or president of the Society at least ten (10) days before the Society gives notice of the meeting.

SECTION 5.       Closing of Transfer Books or Fixing of Record Date.  The Board of Directors of the Society may fix a date as the record date for determining the members entitled to notice of a members’ meeting, to vote at a members’ meeting or to exercise any rights in respect of any other lawful action.  A record date may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.  If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting; members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting; and members at the close of business on the day on which the board adopts the resolution to the exercise of any rights in respect of any other lawful action, or the 60th day prior to the date of such other action, whichever is later, are entitled to exercise such rights.  A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting.

SECTION 6.       Voting Lists.  After fixing a record date for a notice of a meeting, the Society shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting.  The list must show the address and number of votes each member is entitled to vote at the meeting.  The Society shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting.  The list shall be prepared on the same basis and be part of the list of members.

The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the Society’s principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held.  A member, a member’s agent or his attorney is entitled, on written demand, to inspect and, subject to the requirements of applicable law, to copy the list at a reasonable time and at the member’s expense, during the period it is available for inspection.  The Society shall make the list of members available at the meeting, and any member, a member’s agent or his attorney is entitled to inspect the list at any time during the meeting or any adjournment.

SECTION 7.       Quorum.  Unless applicable law, the articles of incorporation or these bylaws provide for a higher or lower quorum, a majority of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

SECTION 8.       Proxies.  Unless the articles of incorporation or these bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.  An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes.  An appointment is valid for 11 months unless a different period is expressly provided in the appointment form; provided, that no proxy shall be valid for more than three years from its date of execution.  An appointment of a proxy is revocable by the member.

The death or incapacity of the members appointing a proxy does not affect the right of the Society to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.  Appointment of a proxy is revoked by the person appointing the proxy (1) attending any meeting and voting in person; or (2) signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

Subject to applicable law and any express limitation on the proxy’s authority appearing on the face of the appointment form, the Society is entitled to accept the proxy’s vote or other action as that of the member making the appointment.

SECTION 9.       Voting of Members.  Except as provided below or unless the articles of incorporation or these bylaws provide otherwise, each Active member is entitled to one vote on each matter voted on by the members.  Emeritus, Honorary and Inactive members shall have no voting rights.  Unless applicable law, the articles of incorporation or these bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes represented and voting is the act of the members.

SECTION 10.   Action by Members; Ballots.  Except as provided below and unless prohibited or limited by the articles of incorporation or these bylaws, any action which may be taken at any annual or special meeting of members may be taken without a meeting if the Society delivers a written ballot to every member entitled to vote on the matter.  The written ballot shall (1) set forth each proposed action; and (2) provide an opportunity to vote for or against each proposed action.  Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.  All solicitations for votes by written ballot shall (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot must be received by the Society in order to be counted.  Except as otherwise provided in the articles of incorporation or these bylaws, a written ballot may not be revoked.

SECTION 11.   General Referendum.  Upon the affirmative vote of two-thirds (2/3) of the votes represented at a meeting of the members at which a quorum is present, the Board of Directors shall order a general referendum on any matter pending before the meeting of the members.  The matter shall then be submitted for a vote by ballot to all the voting members pursuant to the provisions of Article IV Section 10 of these bylaws. The referendum shall be approved if the Society receives the number of votes cast by ballot which exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. The voting shall be considered completed at the end of thirty (30) days from the day the question of the referendum is deposited in a United States Post Office.

SECTION 12.   Society’s Acceptance of Votes.  If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the Society, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member.

If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a member, the Society, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if (1) the member is an entity and the name signed purports to be that of an officer or agent of the entity; (2) the name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the Society requests, evidence of fiduciary status acceptable to the Society has been presented with respect to the vote, consent, waiver or proxy appointment; (3) the name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the Society requests, evidence of this status acceptable to the Society has been presented with respect to the vote, consent, waiver or proxy appointment; (4) the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the member and, if the Society of the signatory’s authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment; or (5) two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-holders and the person signing appears to be acting on behalf of all the co-owners.  Unless the articles of incorporation provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect:  (1) if only one votes, such act binds all, and (2) if more than one votes, the vote shall be divided on a pro-rata basis.

The Society is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member.

SECTION 13.   Order of Meetings.  The agenda of any annual or special meeting shall be determined by the Committee on Programs, except as otherwise ordered by the vote of two-thirds (2/3) of the votes represented at a meeting in which a quorum is present.  The time for the report of the President shall be at such time as may be jointly determined by the President and the Committee on Programs.

ARTICLE V.  BOARD OF DIRECTORS

SECTION 1.       General Powers.  Except as otherwise provided by applicable law or in the articles of incorporation, all corporate powers shall be exercised by or under the authority of, and the affairs of the Society managed under the direction of, its Board of Directors.  The Board of Directors shall make inquiry concerning the practice of otolaryngology/head & neck surgery in this state and shall have authority to adopt such methods as may be deemed most efficient for improving and increasing of interest in the specialty of otolaryngology/head & neck surgery. It shall encourage postgraduate and research work and shall endeavor to have the results intelligently discussed and utilized.  In addition to the foregoing, the Board of Directors shall have the following specific powers:

(a)                Financial.  All monies of this Society received by the Board of Directors or its authorized representatives must be duly accounted for and paid to the Treasurer. The Board of Directors shall have the power to inspect and audit the accounts or the Treasurer, other officers, the committees or other officials of this Society at any time, and shall see that annual reports are made to the Society members on all matters pertaining to the finances or expenditures of this Society.

(b)               Committees.  The Board of Directors shall have the power to create committees from its number and to delegate to them the authority to act in the interim between meetings of the Board of Directors upon specific matters which would ordinarily require special meetings of the Board of Directors. These committees may be augmented by appointment of additional members of this Society who are not members of the Board of Directors.

(c)                Board of Censors.  The Board of Directors shall be the Board of Censors of this Society and may convene as such on direction of the President of the Society.

SECTION 2.       Number, Appointment, Tenure and Qualifications.  The number of directors of the Society shall be nine (9).  The Board of Directors shall consist of the President, the immediately past President, the President Elect, the Secretary, the Treasurer, the current Governor to the American Academy of Otolaryngology/Head & Neck Surgery, and one at-large director for each of the following regions: North Mississippi, Central Mississippi and South Mississippi.  The Nominating Committee shall nominate the at-large directors and such nominees shall be considered unanimously elected by the members unless any member submits a nomination for at-large director at the annual meeting of the members.  In the event additional at-large director nominations are made by members, any contested at-large director position shall be submitted to a member vote by secret ballot and the nominee receiving a plurality of the votes cast for that at-large director position shall be elected.  The term of each at-large director shall begin immediately following the annual meeting at which the director is elected and shall continue for two (2) years.  No at-large director may serve more than two (2) consecutive terms.  Despite the expiration of a director's term, such director shall continue to serve until the director's successor is elected, designated or appointed and qualifies.  A director must be an individual, and must be over the age of twenty-one (21) but need not be a resident of Mississippi.

SECTION 3.       Resignation and Removal of Directors.

(a)                 A director may resign at any time by delivering written notice to the Board of Directors, its presiding officer or to the president or secretary.  A resignation is effective when the notice is received unless the notice specifies a later effective date.  If a resignation is made effective at a later date, the pending vacancy may be filled as hereinafter described before the effective date provided that the successor does not take office until the effective date.

(b)               Any director of this Society may be impeached and removed from office upon the recommendation of the Board of Directors and subsequent confirmation by a two-thirds majority of those Active members in attendance at the annual meeting or special meeting called for such purpose.  All charges of impeachment shall be directed to the Board of Directors, shall be made in writing and shall be signed by at least ten Active members who thereby agree to substantiate their statements. If the Board of Directors, after a diligent and careful investigation, finds just and sufficient cause for removal of a particular director, it shall present its findings and recommendations at an annual meeting or special meeting to the Active members and shall give the accused written notice of its findings and recommendations at least fifteen (15) days prior to that annual or special meeting. The Active members in attendance at that meeting shall then permit the accused to present evidence and witnesses on his or her behalf, and thereafter shall take final action by a vote of the members present at a meeting.

SECTION 4.       Annual and Regular Meetings.  An annual meeting of the Board of Directors shall be held immediately prior to each annual meeting of the members.  The failure to hold an annual meeting at the time stated in or fixed in accordance with the Society's bylaws does not affect the validity of any corporate action.

SECTION 5.       Special Meetings.  Special meetings of the Board of Directors may be called by the President upon the request of three (3) members of the Board of Directors.  Unless the articles of incorporation or these bylaws provide for a longer or shorter period, special meetings of the Board of Directors must be preceded by at least two (2) days' notice of the date, time and place of the meeting.  If no place for the meeting has been designated in the notice, the meeting shall be held at the principal office of the Society or such other place designated by the Board of Directors.  The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or these bylaws.

SECTION 6.       Place of Meetings.  The Board of Directors may hold annual, regular or special meetings in or out of the state of Mississippi.

SECTION 7.       Quorum.  Except as otherwise provided by applicable law, the articles of incorporation or these bylaws, a quorum of the Board of Directors shall consist of a majority of the directors in office immediately before the meeting begins.  If less than such number necessary for a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 8.       Manner of Acting.  If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors unless applicable law, the articles of incorporation or these bylaws require the vote of a greater number of directors.  No board member may vote on any issue, motion, resolution or other matter which directly or indirectly may inure to his or her private benefit.

SECTION 9.       Action Without A Meeting.  Unless the articles of incorporation or these bylaws provide otherwise, action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all members of the board.  The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.  Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.  Such a consent has the effect of a meeting vote and may be described as such in any document.

SECTION 10.   Vacancies.  If any vacancy occurs in the office of an at-large director, the President shall appoint an individual from the same area represented by the former at-large director within thirty (30) days to fill such vacancy.  A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date or otherwise) may be filled before the vacancy occurs but the director may not take office until the vacancy occurs.

SECTION 11.   Compensation and Travel Expenses.  The Board of Directors will receive no compensation for serving as a director of the Society.  Except for the annual meeting of the Board of Directors, the members of the Board of Directors shall receive reimbursement for any travel expenses incurred in attending any Board of Directors' meeting.  All other expenses must be approved in advance by the Board of Directors.

SECTION 12.   Committees. 

(a)                Executive Committee.  The Board of Directors shall have an Executive Committee consisting of the President, the immediate past President, the President Elect, the Secretary and the Treasurer.  The Executive Committee shall have the authority to act in the interim between meetings of the Board of Directors upon all matters which would ordinarily require approval by the Board of Directors, except as specifically provided otherwise in these bylaws or the articles of incorporation.  Meetings of the Executive Committee shall be held upon the call of the President, who shall serve as the presiding officer of all meetings.  At each meeting of the Board of Directors, the Executive Committee shall submit a report to the Board of Directors detailing all actions taken by the Executive Committee since the previous Board of Directors meeting.  Except as otherwise provided in these bylaws or the articles of incorporation, the provisions of these bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, apply to committees of the Board of Directors.

(b)               Other Committees.  The Board of Directors may have such other committees as may be designated from time to time by the Board of Directors.  Except as otherwise provided in these bylaws or the articles of incorporation, the provisions of these bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, apply to committees of the Board of Directors.

SECTION 13.   Participation by Telephonic or Other Means.  Unless the articles of incorporation or these bylaws provide otherwise, the Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.  A director participating in a meeting by this means is deemed to be present in person at the meeting.

SECTION 14.   Order of Business.  The usual order of business at meetings of the Board of Directors shall be determined by the President, who shall serve as the presiding officer.

ARTICLE VI.  OFFICERS

SECTION 1.       Number.  The officers of the Society shall be a President, a President-Elect, a Secretary and a Treasurer.  Such other officers, assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors.  Any two or more offices may be held by the same person.

SECTION 2.       Election and Term of Officers.  The Nominating Committee shall make nominations for President, President-Elect, Secretary and Treasurer and such nominees shall be considered unanimously elected by the members unless a member submits a nomination for an officer at the annual meeting of the members.  In the event additional officer nominations are made by members, any contested officer position shall be submitted to a member vote by secret ballot and the nominee receiving a plurality of the votes cast for that officer position shall be elected.  The term of each officer shall begin immediately following the annual meeting at which the officer is elected and shall continue for one (1) years.  Despite the expiration of an officer's term, such officer shall continue to serve until the officer's successor is elected, designated or appointed and qualifies.  An officer must be an individual, and must be over the age of twenty-one (21) but need not be a resident of Mississippi.

SECTION 3.       Resignation or Removal of Officers and Agents.

(a)                An officer may resign at any time by delivering notice to the Society.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

(b)               Any officer of this Society may be impeached and removed from office upon the recommendation of the Board of Directors and subsequent confirmation by a two-thirds majority of those Active members in attendance at the annual meeting or special meeting called for such purpose.  All charges of impeachment shall be directed to the Board of Directors, shall be made in writing and shall be signed by at least ten Active members who thereby agree to substantiate their statements. If the Board of Directors, after a diligent and careful investigation, finds just and sufficient cause for removal of a particular officer, it shall present its findings and recommendations at an annual meeting or special meeting to the Active members and shall give the accused written notice of its findings and recommendations at least fifteen (15) days prior to that annual or special meeting. The Active members in attendance at that meeting shall then permit the accused to present evidence and witnesses on his or her behalf, and thereafter shall take final action by a vote of the members present at a meeting.

SECTION 4.       Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled as follows:

(a)                Vacancy in Office of President.  The President-Elect shall immediately assume office.

(b)               Vacancy in Office of President-Elect.  The vacancy shall remain vacant until a successor is properly elected at the next annual meeting of the members.

(c)                Vacancy in Office of Secretary or Treasurer.  The Board of Directors shall elect a successor to fill the vacancy until the close of the next annual meeting of the members.

SECTION 5.       Powers and Responsibilities. 

(a)                President.  The president shall be the principal executive officer of the Society.  It shall be the duty of the President to counsel with all officers, directors, delegates, component societies, committees and members toward the best interests of the public and this Society; to attempt to further the aims and the activities of this Society to the fullest extent and to perform such other services as custom, necessity and parliamentary usage require. He/she shall appoint all committees, except as otherwise provided in theses bylaws or the articles of incorporation, and in addition to being a member and the presiding officer of the Board of Directors, he/she shall be an ex-officio member of all committees. He/she may preside and officiate at all major functions of the annual meeting of the members and shall deliver an annual address at the time arranged with the Committee on Programs.

(b)               President-Elect.  In the absence of the President the President-Elect shall preside and assume the usual duties of the President.

(c)                Secretary.  The Secretary shall supervise and handle the secretarial material of this Society and shall act as the corporate secretary insofar as the execution of official documents or institutions of official actions are required. The Secretary shall (i) keep a record of all the proceedings at each meeting and report this record at the succeeding meeting, (ii) collect and preserve all records, including the membership roll, and all papers that are of documentary or historical value to the Society, (iii) carry on all correspondence and business as essential for the proper function of the Society, (iv) be responsible for reviewing all applications for membership and presenting them to the Board of Directors for a vote, and (v)  perform such other duties as are placed upon them by these bylaws.

(d)               Treasurer.  The treasurer shall:  (i) have charge and custody of and be responsible for all funds and securities of the Society; (ii) receive and give receipts for monies due and payable to the Society from any source whatsoever, and deposit all such monies in the name of the Society in such banks, trust companies or other depositories as shall be selected in accordance with these bylaws; and (ii) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors. 

ARTICLE VII.  STANDING AND SPECIAL MEMBER COMMITTEES

SECTION 1.       General.  The Society shall have the following standing member committees:  Committee on bylaws, Rules and Legislation, Committee on Membership and Nominating Committee.  The Society may have such other special member committees as may be determined by the President from time to time.  The purpose of committee work and committee appointments is to divide equitably the responsibility of the work of the Society among the individual members, thereby stimulating their personal efforts toward betterment of all conditions affecting physicians as individuals and this Society as a whole. No committee without prior approval by the Executive Committee or the Board of Directors may undertake any action other than those actions authorized by these bylaws.

(a)                Committee on Bylaws, Rules and Legislation.  The Committee on Bylaws, Rules and Legislation shall consist of three (3) or more members, preferably at least one of whom was a member of the committee for the previous term.  The committee shall consider matters pertaining to the bylaws and rules of the Society and shall make such recommendations as may arise therein in order to further the work of this Society.

(b)               Committee on Membership.  The Committee on Membership shall consist of three (3) or more members, one of which shall be the Secretary of the Society and who shall serve as chairman of the Committee.  The committee shall make investigations and recommendations concerning applicants for the categories of membership and encourage qualified members of the medical profession to apply for membership in the Society.

(c)                Nominating Committee.  The Nominating Committee shall consist of the three (3) most recent past-Presidents of the Society, with the most-recent past-President to be the chairman.  The committee shall find and identify nominees for positions officers and directors of the Society when terms are set to expire or a position becomes vacant.  If there are less than three (3) past-presidents of the Society, the Committee shall consist of all past-Presidents and a sufficient number of persons elected by the members to cause the Committee to have three (3) members.

SECTION 2.       Appointment of Committee Members and Term.  Except as otherwise provided in these bylaws or the articles of incorporation, each Committee shall consist of members of the Society appointed by the President and shall serve as a committee member until the expiration of the term of the President appointing such committee member.  Except as otherwise provided in these bylaws or the articles of incorporation, the President shall appoint a chairman of each committee to serve as the presiding member of such committee.  Appointments to committees shall  occur as soon as reasonably possible following the President's election to office.

SECTION 3.       Reports.  Each committee shall submit a report in duplicate to the Secretary of the Society no later than one month prior to the scheduled date of the annual meeting of the members and shall submit such other reports as may be required by the Board of Directors. 

SECTION 4.       Expenses.  Expenditures by committees for activities or projects may be anticipated and included in the annual budget of the Society for presentation and approval of the Society by the Board of Directors. Other expenditures shall not be made, nor other obligations incurred without the prior consent and approval of the Board of Directors. Statements for approval of expenditures shall be certified by the chairmen of the various committees and forwarded to the Secretary for approval of the Board of Directors and upon approval, forwarded to the Treasurer for payment.

ARTICLE VIII.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1.       Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.

SECTION 2.       Funding.  Funding of the Society's operations shall be made by assessments on members, receipt of voluntary contributions, income from the Society's publication or presentations and any other source or manner approved by the Board of Directors provided that such funding is consistent with the rights and obligations of the Society as a tax exempt trade or business association under Section 501(c)(6) of the Internal Revenue Code of 1986, or any similar provision of a subsequent law.

SECTION 3.       Expenses.  The funds of the Society may be expended and appropriated by the Board of Directors to defray the expenses of the Society and for such other purposes as will promote the general welfare of the practice of otolaryngology/head & neck surgery.

SECTION 4.       Loans of the Society; Loans to Officers and Directors.

(a)                No loans shall be contracted on behalf of the Society and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

(b)               The Society may not lend money to or guarantee the obligation of a director or officer of the Society.

SECTION 5.       Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 6.       Deposits.  All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such banks, companies or other depositories as the Board of Directors may select.

ARTICLE IX.  INDEMNIFICATION

SECTION 1.       Third Party Actions.  The corporation shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action, suit or proceeding by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, or employee of the corporation, against expenses (including attorneys' fees), judgments, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted, in such person's official capacity with the corporation, in good faith and, in a manner which such person believed in good faith to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.  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 meet the standard of conduct described in this Section 1.

SECTION 2.       Rights After Successful Defense.  To the extent that a director, officer or employee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

SECTION 3.       Other Determination of Rights.  Except in a situation governed by Section 2, any indemnification under Section 1 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, or employee is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1.  Such determination shall be made (a) by a majority vote of directors acting at a meeting at which a quorum consisting of directors who were not parties to such action, suit or proceeding is present, or (b) if such a quorum is not obtainable (or even if obtainable), and a majority of disinterested directors so directs, by independent legal counsel (compensated by the corporation) in a written opinion, or (c) by the affirmative vote in person of a majority of the members of the corporation.

SECTION 4.       Advances of Expenses.  Expenses of each person indemnified hereunder incurred in defending a civil, criminal, administrative, or investigative action, suit, or proceeding (including all appeals), or threat thereof, may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors, whether a disinterested quorum exists or not, upon receipt of an undertaking by or on behalf of the director, officer, or employee, to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation.

SECTION 5.       Nonexclusiveness.  The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law or under the articles of a nonprofit corporation, these bylaws, any agreement, vote of members, any insurance purchased by the corporation, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be director, officer, or employee and shall inure to the benefit of the heirs, executors, and administrators of such a person.

SECTION 6.       Purchase of Insurance.  The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, or employee of the corporation, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this ARTICLE or of the Mississippi Corporation Act.

SECTION 7.       Indemnification Restrictions.  The corporation may not indemnify a person under this Article in connection with a proceeding by or in the right of the corporation in which the person was adjudged liable to the corporation; or in connection with any other proceeding charging improper personal benefit to such person, whether or not involving action in his or her official capacity, in which such person was adjudged liable on the basis that personal benefit was improperly received by him or her.

(a)                Savings Clause.  If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify and hold harmless each indemnified person as to costs, charges and expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE X.  RULES OF ORDER

The deliberations of this Society shall be governed by parliamentary usage as contained in the latest edition of Demeter’s Manual of Parliamentary Law and Procedure when not in conflict with these bylaws.

ARTICLE XI.  NOTICE

Except as otherwise required by the articles of incorporation, these bylaws or by law, notice may be oral or written and may be communicated in person; by telephone, telegraph, teletype or other form of wire or wireless communication; or by mail or private carrier.

ARTICLE XII.  WAIVER OF NOTICE; ASSENT TO ACTIONS; INTERESTED DIRECTORS

SECTION 1.       Waiver of Notice.  A director of the Society may waive any notice required by applicable law, the articles of incorporation or these bylaws, before or after the date and time stated in the notice.  Except as provided below, the waiver must be in writing, be signed by the director entitled to the notice, and delivered to the Society for inclusion in the minutes or filing with the corporate records.

A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

SECTION 2.       Assent to Actions.  A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:  (1) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Society immediately after adjournment of the meeting.  The right of dissent or abstention shall not be available to a director who votes in favor of the action taken.

SECTION 3.       Interested Directors; Quorum.  No contract or transaction between the Society and one or more of its directors or officers, or between the Society and any other Society, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:  (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors, and the Board of Directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum, (2) the contract or transaction is fair as to the Society as of the time it is authorized, approved or ratified, by the Board of Directors, and (3) the contract or transaction does not result in private inurement prohibited by Section 501(c) of the Internal Revenue Code.

ARTICLE XIII.  FISCAL YEAR

The fiscal year of the Society shall begin on the first day of January and end on the thirty-first day of December in each year.

ARTICLE XIV.  CORPORATE SEAL

The Board of Directors may provide a corporate seal in such form as may be deemed appropriate by the Board.

ARTICLE XV.  AMENDMENTS

Until the directors have been chosen, the incorporator of the Society may adopt one or more amendments to the Society's bylaws.  Thereafter, these bylaws may be amended by a two-thirds majority of members present at an annual or special meeting of the members called for that purpose. Amendments shall be proposed at the annual or special meeting of the members, and following that meeting, circulated to the membership at least thirty (30) days prior to the meeting at which they will be voted upon.

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