Bylaws

of the
Tennessee Rheumatology Society

Amended as of February 2018.


ARTICLE I

NAME

The name of this corporation (hereafter called Corporation) is The Tennessee Rheumatology Society.

ARTICLE II

PURPOSES AND POWERS

Section 1. Purposes. The purposes of this Corporation are: to increase and propagate the understanding of the rheumatic disease among physicians engaged in the ongoing practice of rheumatology and the socio-economic issues involved in the treatment of these disease, to sponsor, prepare and present continuing medical education programs in the State of Tennessee that focus on issues and material of interest or importance to physicians engaged in the on-going practice of rheumatology for the purpose of educating physicians, medical residents and medical students on such issues, and other lawful purposes; provided, however, that all purposes of the Corporation are and shall remain exclusively charitable, scientific, religious or educational and otherwise within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of a successor statute.

Section 2. Powers. The Corporation shall have the power to sue and to be sued, to hold, receive, lease and purchase such real estate and personal property as may be requisite and expedient for its purposes, and to sell, lease, encumber and dispose of such property. It shall have all other powers granted to nonprofit corporations by the Tennessee Nonprofit Corporation Act. The Corporation, however, shall not carry on any activities nor shall it have powers prohibited to an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or the corresponding section of any future United States Internal Revenue law. In particular, but without limitation of the foregoing, the Corporation shall not have or issue shares of stock or pay dividends, and no part of its earnings or assets shall inure to the benefit of or be distributable to its members, directors, officers or other private persons, provided that it shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its authorized purposes. In addition the Corporation shall not make loans to officers or directors of the Corporation.

ARTICLE III

OFFICES

The Corporation shall have and continually maintain a registered office and agent which may be, but need not be, identical to the principal office, within or without the state.

ARTICLE IV

MEMBERSHIP

  1. Qualifications. Membership in the Corporation shall be limited to physician and affiliated healthcare providers engaged directly or indirectly in the treatment of patients and delivery of rheumatic diseases services. The final decision regarding the eligibility of any prospective member shall rest with the Board of Directors.
  2. New Members. Election to membership shall be in accordance with the following routine: Any member of the Corporation may propose a candidate for membership. The proposal shall be submitted in writing to the President of the Corporation and shall briefly set forth the pertinent facts relative to the candidate’s qualifications. The candidate shall then be considered by the Executive Committee and, if approved, shall be nominated for election at the next business meeting of the Corporation. A favorable vote by a majority of those present and voting shall then constitute election to membership.
  3. Membership Types.
    1. Active Members. Active members shall fulfill the qualifications for membership in the American College of Rheumatology (ACR). Active members shall be physicians in good standing who are involved in the ongoing care of patients with rheumatic diseases who have continued to comply with other requirements of membership as set forth by the membership as a whole. Members listed as active members of the Corporation prior to the prior to the incorporation shall be automatically admitted to membership. Active Members shall have voting rights on all matters presented to the members for consideration. Active Physician Members may serve as Directors and Officers as defined herein) of the Corporation and serve on the committees of the Corporation.
    2. Affiliate Healthcare Members. Affiliate healthcare members shall be individual affiliate healthcare professional in good standing who are involved in the ongoing care of patients or education of rheumatic diseases (PhD, Researchers, RN, NP, PA, Practice Administers). Affiliate Members shall have NO voting rights on any matters presented to the Members for consideration. Affiliate Members may NOT serve as Directors and Officers of the Corporation; or serve on the committees of the Corporation.
  4. Emeritus Membership. Active members, who have been members of the Corporation or its predecessor organization for five years may, with approval of the Executive Committee become emeritus members upon reaching the age of 65 years. They shall not be required to pay dues but shall enjoy all privileges of membership except the right to vote and to hold office.
  5. Dues. Membership dues shall be assess on an annual basis conforming to the fiscal year of the Corporation. The amount of dues shall be determined yearly at the Corporation annual business meeting. Payment of dues will be required to maintain active membership and will entitle the member to attend and vote at the annual meeting.
  6. Membership Roster. Members who do not pay their dues will be classified as inactive members. Such members will be maintained on the organization’s roster and mailing list unless they request that their name be removed or the Executive Committee recommends and receives the approval of the membership at the annual meeting to remove an individual’s name.

ARTICLE V

MEETINGS OF MEMBERS

Section 1. Annual Meeting. An annual meeting of members shall be held annually at a time and place within or without the state to be determined by the Board of Directors. Not less than thirty days before the annual meeting date, the Secretary shall give notice to the members in writing of the meeting’s time and place. The purpose of the annual meeting shall be to elect directors and officers and for the transaction of such business as may come before the meeting. If the annual meeting shall not be held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with paragraph 2 of this Article V.

Section 2. Special Meetings. Special meetings may be called by the President, the Board of Directors, or by 10% or more of the members.

Section 3. Notice of Special Meetings. The Secretary shall cause to be given written notice stating the place, day and time of any special meeting of members to be delivered, either personally or by mail, to each member, not less than five or more than thirty days before the date of such meeting. The purpose for which the special meeting is called shall be stated in the notice. If mailed, the notice shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage prepaid.

Section 4. Proxies. Members may vote and be counted present for purposes of obtaining a quorum of person or by a written proxy executed by the member or his attorney-in-fact. No proxy shall be valid after elven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 5. Quorum. Thirty percent (30%) of the members entitled to vote, present in person or by proxy, shall constitute a quorum at any meeting. If a quorum is not present at any meeting, a majority of the members present may adjourn the meeting from time to time without further notice, but no other business may be transacted until and unless a quorum is present. Present may continue to do business with adjournment, notwithstanding the withdrawal of sufficient members to leave less than a quorum.

Section 6. Informal Action by Members. Any action which is required or permitted to be taken at a meeting of the members may be taken without a meeting in a consent in writing, setting forth the action so taken, shall be signed by all of the members, and filed with the Secretary of the Corporation to be kept in the corporate minute book, whether done before or after the action so taken. Such consent shall have the same force and effect as a unanimous vote of members.

ARTICLE VI

DIRECTORS

    1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors or by such committees as the Board may establish pursuant to these Bylaws.
    2. Number, Term and Qualification. The number of Directors of the Corporation shall be not less than three (3) and no more than nine (9), with the exact number determined from time to time by resolution of the Board of Directors. Each Director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies. Directors shall be members of the Corporation.
    3. Election of Directors. Except as provided otherwise, herein, the Directors shall be elected at the annual meeting of members. Those persons who receive the highest number of votes shall be deemed to have been elected. If a majority of the Board of Directors so determines, election of directors may be accomplished by mail ballot.
    4. Cumulative Voting. At each election for the directors, every member entitled to vote at such election shall have the right to vote, in person or by proxy, for as many persons as there are directors to be elected, or to cumulate his vote by giving one candidate as many votes as the number of such Directors, or by distributing such votes on the same principle among any number of such candidates. This right of cumulative voting shall not be exercised unless some member or proxy holder announces, before the voting for directors states, his intention so to vote cumulatively, and if such announcement is made, the chair shall declare that all members or proxy holders entitled to vote have the right to vote cumulatively and shall announce the number of members present in person and by proxy. In a vote conducted by mail as herein provided, the ballot shall state that cumulative voting is permitted and shall state the number of members to whom ballots have been sent.
    5. Removal. Directors may be removed from office with or without cause by a vote of a majority of members. However, unless the entire Board is removed, an individual director may not be removed if the number of members voting against the removal would be sufficient to elect a director if such members voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting.
    6. Vacancies. A vacancy occurring in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by the sole remaining director; a vacancy created by an increase in the authorized number of directors shall be filled by the Board of Directors or at a special meeting of members called for that purpose. A director elected to fill a vacancy serves the unexpired term of his predecessor, or, if he has no predecessor, until the next meeting at which directors are regularly elected. The members may elect a director at any time to fill any vacancy not fill by the directors.
    7. Chairman. There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board. Until a Chairman of the Board of Directors is elected, the President of the Corporation shall preside at the meetings of the Board of Directors.
    8. Committees. The Board of Directors, by resolution, may designate from among the directors one or more committees, each consisting of two or more directors, and each of which, to the extent and under the conditions provided in the resolution, shall have and may exercise all of the authority of the Board of Directors. Any such committee, or any member thereof, may be discharged or removed by action of the Board of Directors.

ARTICLE VII

MEETINGS OF DIRECTORS

  1. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same places as, the annual meeting of members. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of Tennessee, for the holding of additional regular meetings.
  2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. Such meetings may be held either within or without of the State of Tennessee.
  3. Notice of Meetings
    1. The Secretary shall cause to be given notice of any regular meeting of the Board of Directors at least two days before the meeting, by any usual means of communication.
    2. The person of persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication. Notice or waiver of notice need not specify the business to be transacted at, or the purpose of, the meeting that is called. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten (10) days in any one adjournment.
    3. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because of the meeting is not lawfully called or convened.
  4. Quorum. A majority of the directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
  5. Manner of Acting. Except as otherwise provided in this paragraph 5, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law, the charter of the Corporation, or a Bylaw adopted by the shareholders.
  6. Informal Action by Directors. Action taken by a majority of the directors or members of a committee of the Board of Directors without a meeting is nevertheless Board or Committee action if written consent to the action in question is signed by all the directors or members of the committee, as the case may be, and filled with the minutes of the proceedings of the Board or Committee, whether done before or after the action so taken.
  7. Attendance by Telephone. Any one or more directors or members of a committee may participate in a meeting of the Board of Directors of Board Committee by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in the meeting shall be deemed presence in person at such meeting.

ARTICLE VIII

OFFICERS

  1. Positions. Officers of the Corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer and a Program Chairman. At the discretion of the membership the office Program Director may be filled by one of the current officers.
  2. Term. Officers of the Corporation shall be elected for a two-year term at a designated annual business meeting.
  3. Selection of Officers. At least two months prior to the annual business meeting of the Corporation, the President shall, in consultation with the Executive Committee, convene a Nominating Committee consisting of the immediate past President, Vice President/Program Chairman, Secretary, Treasurer and at the President’s discretion, two or three members at large. The Nominating Committee shall present the name of a single candidate for each elected office at the annual meeting. Additional nominations for any office may be made from the floor at the annual meeting. When there is more than one candidate nominated for any office, election to that office shall be by secret ballot, election requiring a simple majority of the voting members present. The officers shall be installed immediately after election.
  4. Vacancies. A vacancy in an elected office occurring during a fiscal year shall be filled by the Executive Committee as soon as practicable.

ARTICLE IX

DUTIES OF OFFICERS

  1. President. The President shall preside at all meetings of the Corporation and of the Executive Committee. He shall be an ex-officio member of all committees except the Nominating Committee. He shall appoint (subject to the approval of the Vice President, the Secretary, and Treasurer) the Chairman of all standing committees, subsequently the members of all standing committees (in consultation with the respective Chairmen), and the Chairmen and members of special committees subject to the approval of the entire Executive Committee. He shall also perform other duties as specified in these Bylaws or their amendments.
  2. Vice President. The Vice President shall assist the President when required and shall perform the duties of President in the absence of that officer. The Vice President shall automatically become President during the subsequent year.
  3. Secretary. The Secretary shall be responsible for the Minutes of the Corporation. He shall keep a similar record of the transactions of the Executive Committee meetings. He shall be responsible for all correspondence of the Corporation and will see that members are notified of each meeting.
  4. Treasurer. The Treasurer shall make a financial report to the membership of the Corporation at the annual business meeting. All monies of the Corporation will be received and disbursed by the Corporation, with all checks signed by the Treasurer of the Corporation.

ARTICLE X

EXECUTIVE COMMITTEE

  1. Composition and Function. There shall be an Executive Committee which shall consist of the duly elected officers. Its duties shall be to recommend to the membership the general policies of the Corporation in respect to dues, financial affairs, meetings and other actives relating to the welfare and business of the Corporation.
  2. Meetings. At least one regular meeting of the Executive Committee will occur each year. This meeting will coincide with the annual scientific session. The Secretary shall keep records of these proceedings and report them to the Corporation.
  3. Voting. A majority of the members of the Executive Committee present either in person or by proxy shall constitute a quorum for voting purposes.

ARTICLE XI

STANDING COMMITTEE

As soon as possible after election, the President shall, in consultation with the Executive Committee, appoint the following committees and their Chairmen:

  1. Program Committee: This committee shall consist of three (3) or more members including its Chairman. The committee shall be responsible for organizing suitable programs for Corporation annual meetings and for disseminating information to the Corporation members concerning the annual program.
  2. Bylaws Committee: This committee shall consist of three (3) or more members whose responsibility will be to draft bylaws and to suggest additions or modifications thereto to the Executive Committee.
  3. Other committees may be added as needs arise, to be determined by the board of directors of the corporation.

ARTICLE XII

INDEMINFICATION

  1. Right to Indemnification. Each person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust officer of another corporation, partnership, joint venture, trust or other enterprise, or as a trustee or administrator under an employee benefit plan, shall be indemnified by the Corporation as a matter of contract right to the maximum extent permitted under Tennessee law against any and all claims and liabilities to which he has or shall become subject by reason of serving or having served as such director of officer or by reason of any action alleged, whether or not the claim, liability or alleged action arises from action taken in an official capacity, and the Corporation shall reimburse each such person or shall advance such person sums as hereinafter provided for all expenses, including reasonable attorneys’ fee, actually incurred by him to the maximum extent permitted under Tennessee law in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim of liability in which it is adjudged that he acted in bad faith or was guilty or liable by reason of his own willful misconduct in the performance of duty; and, provided further, that the Corporation shall indemnify such person for actions initiated by such person unless such action is or was authorized by the Board of Directors.
  2. Insurance. The Corporation shall have the power, by resolution of the Board of Directors, to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability.
  3. Non-Exclusivity of Rights. The right of the indemnification hereinabove provided shall be in addition to the other rights of indemnification permitted by applicable law, and shall not be exclusive of any rights to which any such director, officer, employee or agent may otherwise be entitled under any bylaw, agreement, vote of Directors or members otherwise with respect to any Liability or litigation expenses arising out of his activities in such capacity.
  4. Advances. Expense incurred by a director, officer, employee or agent in defending a civil or criminal action of any type may be paid in advance of the final disposition of such action by the Corporation as authorized by the Board of Directors only upon receipt of an undertaking in writing by or on behalf of such director, officer, employee or agent that he will promptly repay such amount unless it shall be ultimately determined that he is entitled to such indemnification by these Bylaws or otherwise applicable law.

ARTICLE XIII

CONTRACTS, LOANS AND DEPOSITS

  1. Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
  2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issues in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
  3. Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors.
  4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depository or depositories as the Board of Directors shall direct.

ARTICLE XIV

BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the members and Board of Directors. All books and records may be inspected by any director or member, or the agent or attorney thereof, for any proper purpose at any reasonable time. Such records may be kept on, or be in the form of, any information storage device, provided that such records may be converted into clearly legible forms within a reasonable time. The Corporation shall convert such records upon reasonable request of any person entitled to inspect them.

ARTICLE XVI

GENERAL PROVISIONS

  1. Seal. The Corporation shall have no seal.
  2. Waiver of Notice. Whenever any notice is required to be given to any member or director under provision of the Tennessee Nonprofit Corporation Act or under the provision of the Charter of the Bylaws of the Corporation, 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 equivalent to the giving of such notice.
  3. Fiscal Year. Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XVII

AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) majority of the members present and voting at a membership meeting duly called in conformity with the provisions herein. Proposed Amendments to the Bylaws of the Corporation shall be mailed to all members at least one week prior to the business meeting at which the amendment is to be considered.


APPROVED BY THE BOARD OF DIRECTORS ON AUGUTS 10, 2003.

JACOB AELION, MD
PRESIDENT, TENNESSEE RHEUMATOLOGY SOCIETY