Constitution
ARTICLE I. NAME AND OFFICES OF THE SOCIETY
Section 1. Names
The name of the Society is Georgia - South Carolina Society of Nephrology.
Section 2. Offices
The purposes of this Society shall be exclusively scientific, literary and educational in nature within the meaning of Section 501 (c) (3) of the Internal Revenue Code. The purposes and objectives of the Society shall include, but not be limited to, the promotion of knowledge in all that pertains to Gastroenterology, gastrointestinal endoscopy, the continuing education of the Society members, the sharing of common problems of those interested in Gastroenterology and gastrointestinal endoscopy, and the providing of a forum for presentation of scientific knowledge and research related to Gastroenterology and gastrointestinal endoscopy.
ARTICLE II. PURPOSE
Section 1.
To unite qualified nephrologists within the state of Georgia for the coordination of their efforts in furthering the practice of nephrology, and to represent their interest in socioeconomic and related matters.
Section 2.
To ensure optimal care and the highest standard of medical practice for patients with kidney disease and related disorders and to serve as a statewide representative spokesman for and to the physicians treating patients with kidney disease and related disorders.
ARTICLE III. MEMBERSHIP
Section 1. Classes and Qualifications.
The classes of membership shall be active, resident, honorary and retired. To be eligible for membership, applicants shall meet the following qualifications:
Active - The applicant shall have completed accredited training in internal medicine and nephrology and in the opinion of both the Council of this Society and peers in the community has the requisite training, experience and ethical qualities, limits professional practice to internal medicine and nephrology and is recognized by peers as a specialist in nephrology.
Resident - The applicants may be physicians who are at least in the first years of post-graduate training suitable for certification in internal medicine or nephrology and who, by their interest, training and high moral standards may be expected subsequently to qualify for active membership.
Honorary - Honorary members may be elected to membership because of outstanding qualifications in or contributions to the practice of nephrology.
Retired - An active member who retires from the practice of nephrology is eligible for this class of membership.
Section 2. Procedure for Election to Membership.
Active, Resident and Honorary membership shall be nominated by the Board of Directors; a majority vote of the Board shall determine acceptance or rejection. Retired membership may be conferred after application for such membership has been made through the Society office.
Section 3. Rights and Duties.
Active members shall have the right to vote, hold office, serve on the Board of Directors and Committees.
Resident members shall have all the rights of active membership, except the right to vote or hold office. Retired members shall have all the rights of active membership except the right to vote or hold office.
Section 4. Termination or Denial of Membership.
The Board of Directors shall have the power to deny membership or remove from membership any member who does not maintain qualifications set forth above or whose method of practice violates the principles of professional conduct of the Georgia - South Carolina Society of Nephrology. The Board of Directors by affirmative vote of two-thirds of all the members of the Board may suspend or expel any member for cause after an appropriate hearing, and may, be there a majority vote of those present at any meeting of the Board, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in their payment of dues or assessments.
ARTICLE IV. FISCAL YEAR, DUES AND ASSESSMENTS
Section 1.
The fiscal year of the Society shall be from January 1 - December 31.
Section 2. Dues and Assessments.
A. The annual dues payable by each class of membership shall be established or altered by a two-thirds majority vote of those active members attending an annual or special meeting of their Society.
B. Special Assessments may be levied on the membership of this Society by a three-fourths majority vote of the Board of Directors or a two-thirds majority vote of those active members attending an annual or special meeting of this Society.
Section 3. Dues Year.
Dues shall be payable at the beginning of the dues year and if unpaid by the mid-point of the dues year, the members shall be declared delinquent.
ARTICLE V. OFFICERS
Section 1.
Officers shall be the President, Vice-President, Secretary and Treasurer. All of whom shall be elected for two-year terms, or until their successors are elected by majority vote at the annual meeting.
If a vacancy shall occur among the officers, a member of the Society shall be appointed by a majority of the Board of Directors to serve until the next annual meeting.
Section 2.
The President shall preside at the meetings of this Society and shall perform other duties as custom and parliamentary usage may require. He shall be the real head of the profession in the State during his term, and it shall be his pride and ambition to leave it in better condition as regards both scientific attainments and harmony than at the beginning of his term of office.
Section 3.
The Vice-President shall assist the President in the performance of his duties, shall preside in his absence, and on his death, resignation, disability or removal from the state shall succeed to the presidency.
Section 4.
The Secretary shall keep a record of the procedures of all meetings of the Board and all membership and minutes, execute and sign contracts when so directed by the Board of Directors.
Section 5.
The Treasurer shall receive and deposit all funds of the Society as directed by the Board of Director and shall annually prepare a budget and financial statement on the condition of the Society.
Section 6.
The Board of Directors shall elect an Executive Director and other such employees as may be necessary and shall determine their salaries, fees, expenses and condition of employment. The Executive Director shall be the administrative agent of the Society, its Board of Directors and all of its committees. He shall transact business under the direction of the Board of Directors and shall be the directing manager of the Society office. He shall be responsible to the Board for the execution and carrying out of the policies of the Society and in that regard shall perform all tasks assigned to him by the Board.
ARTICLE VI. BOARD OF DIRECTORS
Section 1.
In the interval between the meetings of the Society, the Board shall conduct Society business.
Section 2.
The Board shall consist of the President, Vice-President, Secretary, Treasurer and three members at large. All terms of office shall be for two years. The Board shall also serve as the Nominating Committee for slate of officers and Board members. Officers and Board members will be elected at the annual meeting by a majority vote.
Section 3.
If a vacancy shall occur among the Board, a member of the Society shall be appointed by the President with the approval of the Board to serve until the next annual meeting. At the annual meeting the Society shall elect a member to complete the unexpired term.
Section 4.
The Board shall meet at least once annually and at other such times and places as requested by the President, who shall serve as the Chairman of the Board. At least fifteen days written notice shall be given to all members of any called meeting.
SECTION 5.
Three members of the Board shall be necessary to constitute a quorum for the transaction of business.
ARTICLE VII. MEETINGS
Section 1.
The annual meeting of the Society shall be held at such times and place as may be determined by the Board. The Secretary shall notify the membership of the time and place of such annual meeting, not less than thirty days prior to the date thereof.
Section 2.
Special meetings of this Society may be called at any time by the President with a two-thirds vote of the Board or ten percent of the active membership of their Society. Written notice must be given to all members of the Society by the Secretary not less than ten days prior to the date thereof.
ARTICLE VIII. COMMITTEES
Section 1.
The Board of Directors shall, at the request of the President, authorize the appointment of active members to one year terms as committee members whenever necessary.
ARTICLE IX. DISSOLUTION
Section 1.
Under dissolution of this Society, all the assets thereof, after payment of all debts and other liabilities, shall be paid and distributed to such corporation, or other organization, or other purpose related to the practice of nephrology as may be designated by a majority of the members of the Society at the time of dissolution.
(e) The Committee will keep minutes of their meetings and decisions made regarding C.M.E. or related subjects.
ARTICLE X. AMENDMENTS
Section 1.
These By-Laws may be amended at any membership meeting by a two-thirds vote of those present. Notice of such proposed amendments must be mailed to the entire membership at least thirty (30) days prior to the meeting at which such amendments are to be voted upon.
