IOWA OSTEOPATHIC MEDICAL ASSOCIATION

BYLAWS

 

ARTICLE I

Name and Offices

Section 1.         The name of this organization shall be Iowa Osteopathic Medical Association.

 

Section 2.         The principal office of the Association shall be located in the state of Iowa.

ARTICLE II

Governing Board

Section 1          The governing board, hereinafter referred to as the Board, shall consist of thirteen members, seven of whom shall be trustees, one (1) resident trustee and five officers as prescribed in Article III of these Bylaws.

Section 2          The Board shall transact all of the business of the Association between sessions of the House and shall act consistently with the policies adopted by the House.  It shall meet concurrently with the sessions of the House and at other times on call of the president but no less than four (4) times a year.  Two (2) trustees may request and the president shall call a special meeting of the Board within 14 days of receipt of the request.

Section 3          The Board shall be responsible for the management of the finances of the Association and shall authorize and supervise the annual budget.  It shall hire an executive director and fix the duties of his/her position, as well as, all other officials and committees necessary to the proper execution of the policies of the Association as dictated by the House.

Section 4          All ethical and grievance questions shall be investigated by an Ad Hoc Committee made up of three members of the Board appointed by the president unless the ethical or grievance question is made against the president in which case the committee shall be appointed by the president-elect and the majority of the members of the committee shall not be current members of the Board.  The committee shall report their findings and recommendations to the full Board who shall have the power to censure, suspend, or expel the member based on the investigation and recommendations of the committee. The Board may report any final decision to the Iowa Board of Medicine if deemed appropriate.

Upon notification of the action taken by the Board, the member shall have the right to appeal the board’s action within thirty (30) calendar days. This appeal must be in writing to the Association president or president-elect in the case of the grievance being made against the president and state the reason(s) for the appeal. The appeal and all documentation used by the original committee shall be reviewed by a new committee consisting of the association president or president-elect, speaker of the house, and one (1) regular member of the Association named by the member who has been sanctioned. The decision of this appeal committee shall be communicated to the executive director for any necessary action within ten (10) calendar days, and shall be the final decision of the Association.

Section 5          The Board shall have power by three-fourths (3/4) vote to remove any trustee or officer of this Association for incompetency or failure to perform the duties of his/her office.

Section 6          A quorum shall consist of a majority of the Board members, at least 50 percent of which shall be Trustees.

Section 7          The following shall be ex-officio members of the Board:  the Speaker of the House, the Dean of Des Moines University, College of Osteopathic Medicine, SOMA president,  highest ranking osteopathic medical student of SGA any Association member who is a member of the AOA Board of Trustees.  They shall not have vote nor attend closed session of the Board.

ARTICLE III

Officers and Executive Committee

Section 1          The Executive Committee shall consist of the president, president-elect, vice president, immediate past president, past president, and the executive director, who shall be an ex-officio member of the committee.  It shall transact the business of the Board between meetings of the board.  All actions of the Executive Committee shall be recorded in minutes which shall be reviewed by the Board at its next meeting.  Actions of the Executive Committee may be overturned by a majority vote of the Board.  Except for minutes of executive sessions of the Executive Committee, all minutes of the Executive Committee meetings shall be available to any member of the Association upon request.

Section 2          President:  The president shall, so far as it is practical, preside over all meetings of the Board, executive committee and such other official meetings of the Association.  The president shall direct the activities of the Association generally, and shall name chairs of all standing and special committees with approval of the Board.

Section 3          President-Elect:  The president-elect shall assist the president in his/her duties and perform such other duties as may be assigned by the president or Board.  The president-elect shall automatically ascend to the presidency upon the completion of his/her term as president-elect.  In the absence of the president, the president-elect shall preside over all official meetings of the Association, the Board and the executive committee.  He/she shall serve as program chair for the annual conference conducted during his/her term as president-elect. Upon the disqualification, disability or inability of the president to carry out his/her duties, the president-elect shall assume the office of president until such time as the president is no longer incapacitated.

Section 4          Vice President:  The vice president shall preside over all official meetings of the Association, the Board and the executive committee in the absence of the president and president-elect.  The vice president shall automatically ascend to the president-elect upon completion of his/her term.  He/She shall preside over the House in the absence of the speaker of the house.  He/She shall perform such other duties as may be assigned by the president or Board.  He/she shall serve as membership chair during his/her term as vice-president.  The vice president shall be elected by the Board each year at the meeting prior to the annual convention.

Section 5          Past Presidents:  The president shall automatically succeed to the office of immediate past president for one year, and then to the office of past president for an additional year.  The role of the immediate past president is to serve as Treasurer to review and monitor the fiscal status of the Association.  The role of the past president is to provide advice to the officers and Board.

Section 6          Executive Director:  The executive director shall serve as the executive officer of the Association and shall administer the affairs of the Association in accordance to established administrative practices under the president and the Board.  He/She shall be an ex-officio member of the Board, executive committee and all standing committees.  He/she shall provide a report of the fiscal status of the Association to the Board and House of Delegates at each of its respective meetings.  In addition, the executive director shall act as the secretary of the Association.

Section 7          Vacancies not provided for under ascendancies in the standard rules of order (Roberts') shall be appointed by the Board, except as otherwise provided herein.

Section 8          The officers of this Association shall be members in good standing.

Section 9          The newly elected officers shall be installed during the annual meeting and/or conference and take office immediately following.

Section 10        Nominations for the positions of officer can be opened to the floor by a three fourths vote of the House of Delegates.

ARTICLE IV
Trustees

Section 1          A trustee’s term is two (2) years.  No trustee may serve for more than three (3) consecutive terms.  A trustee appointed to fill an unexpired term shall not have the unexpired term count toward the term limit indicated in this section.

Section 2          The trustees of this Association shall be members in good standing.

Section 3          Any trustee who misses two (2) consecutive meetings shall be considered for all purposes as having resigned his/her position.  An exception may be granted by the executive committee when extenuating circumstances make attendance impossible.  Any vacancy may be filled by the Board until the next meeting of the House at which time the position shall be filled as per Article IX, Section 1.

ARTICLE V

Resident Trustees

Section 1          The resident trustee’s term is one (1) year.  No resident trustee may serve more than three (3) consecutive terms.

Section 2          The resident trustee shall be a member of the association in good standing.

Section 3          Any resident trustee who misses two (2) consecutive meetings shall be considered for all purposes as having resigned his/her position.  An exception may be granted by the Executive Committee when extenuating circumstances make attendance impossible.  Any vacancy may be filled by the Board until the next meeting of the House at which time the position shall be filled as per Article IX, Section 2.

Section 4          A resident trustee shall not be eligible to be an officer of the Association.

ARTICLE VI
House of Delegates

Section 1          The House shall meet at least annually.  The House shall be composed of delegates or alternate delegates who are members in good standing in the Association.

Section 2          For the purpose of selecting delegates or alternate delegates, the Association will solicit members of the Association from geographical regions in Iowa in proportion to their membership.

Section 3          The geographic regions will be set, reviewed and approved yearly by the Board at the beginning of each calendar year.

Section 4          Sessions of the House shall be open to Association members except when the delegates have voted to go into executive session.  Attendance at executive sessions shall be limited to members of the House, the Board, and to such administrative employees as are necessary to the functioning of the House.

Section 5          The delegates shall elect a Speaker of the House.  The Speaker of the House shall serve the Association for a term of one year.  The Speaker shall not be a delegate of any region or delegation or other elective office of the Association.  If for any reason the Speaker is unable to fulfill his/her duties, the Vice-President shall assume the duties of Speaker until such time as the Speaker is able to assume his/her duties or the Speaker's term expires, whichever occurs first.

Section 6          The House shall foster and promote the purposes of the Association.  It shall have the power to appoint special committees from its own membership, from the general membership of the Association or from the public at large.

Section 7          The House may, by a two-thirds (2/3) vote of its own members, submit any questions before it to the membership of the Association for a final vote.  A majority of the members voting shall decide the question and that decision shall be binding upon the House.

Section 8          The House shall approve all resolutions issued by the Association before the resolutions become effective.

Section 9          The Board of this Association shall be members of the House with vote, except the president, who shall vote in case of a tie.  The exception shall be if an officer or trustee is seated as a delegate for their district.

Section 10        Each region shall be entitled to one delegate plus one additional delegate for each twenty-five (or fraction of three-fifths thereof) members of the Association according to the address listed in the association’s database.

Section 11        The executive director of the Association shall issue a call to the members from each region for delegates at least 60 days before the first day of the annual meeting of the House.  The members will be notified of the number of delegates/alternates needed for their region according to Article VI, section 10.  Members shall self-nominate for the position of delegate.

If a region has not fulfilled its full number of delegates 30 days prior to the house, the president may appoint from within the region as many delegates as may be needed to fill the region’s delegation.

Section 12        The DMU - Student Osteopathic Medical Association shall be entitled to one delegate and one alternate. The DMU - Student Government Association shall be entitled to one delegate and one alternate.  The student delegates must be members in good standing in the Iowa Osteopathic Medical Association.

Section 13        The executive director shall furnish the speaker of the house a listing showing the number of delegates and alternates to which each region is entitled.  In case any region has more than its legal representation the speaker of the house shall drop surplus names from the list based on the date received and the executive director shall notify the delegates who were dropped.

Section 14        A delegate who has been seated shall remain the accredited delegate throughout the session unless he/she finds it impossible to continue in service in which case the alternate shall be entitled to his/her seat for the balance of the session.  In the event the delegate fails to qualify within the prescribed period, the alternate shall be seated and shall serve as the delegate throughout the session.

A simple majority of the accredited delegates constitute a quorum and when a quorum has been declared at the first meeting it shall be declared at all subsequent meetings during the session.

Section 15        The House shall elect the Association’s representatives to the AOA’s House.  Each elected term shall be for three years.   The House shall also elect the alternates for a one-year term.  The number of delegates and alternates shall be based on the AOA’s formula for member representation.

Section 16        Voting by proxy is not permitted.

ARTICLE VII

Fiscal Year

Section 1          The fiscal year of the Association shall commence on July 1 of each year and conclude June 30 of the following calendar year.

ARTICLE VIII

Meetings

Section 1          The House shall meet concurrently with the annual conference of the Association.  A special meeting of the House may be called at the request of a simple majority of the trustees.  Notice of such meeting shall be given not less than two weeks prior to the meeting and shall contain the purpose of the meeting.

Section 2          The order of business and any special rules adopted at the beginning of the session shall govern the procedure unless suspended by that body by a simple majority vote.

ARTICLE IX

Elections

Section 1          The nominating committee shall report the names of the nominees for open trustee seats and Speaker.  Nominations from the floor shall also be accepted and the names of qualified individuals shall be placed on the ballot for elective office.       

Section 2          All elections shall be by voice ballot.  With a motion and a second, any member of the applicable body may request a written ballot and upon a simple majority vote a written ballot shall be cast.  A majority of all votes cast shall be necessary to elect.

Section 3          IOMA Resident members shall be solicited 90 days prior to the IOMA House of Delegates to place their name in nomination for the Resident Trustee seat.  Each candidate should notify the IOMA office no later than 60 days prior to the House.  All candidates will be listed alphabetically and ballots will be sent to all Resident members in good standing.  The ballot shall be returned to the IOMA office no later than 10 days prior to the House of Delegates meeting.  All ballots received after that deadline will be invalid.  The Secretary and/or Nomination Committee Chair shall be empowered to tabulate the votes.  The name of the Resident Trustee with the most votes shall be announced to the House by the Nominating Committee Chair.  In case of a tie, the House shall elect the Resident Trustee by majority vote from among those candidates who received an equal number of votes.

Section 4          Voting by proxy is not permitted.

 ARTICLE X

Committees

Section 1          The Association shall have five (5) standing committees:  education, finance, government relations, membership and nominating.

The activities of the committees shall, so far as possible, function in close cooperation with the executive director of the Association.  Upon the expiration of the term of a committee chair, all records of the transactions of the committee shall be delivered to the executive director.

Section 2          The president shall, within 30 days of taking office, appoint committee chairs. Chairpersons and committee members shall serve at the pleasure of the President unless otherwise stated in these bylaws.  Regular members shall at all times constitute a majority of the members of any committee.  Nothing in these bylaws shall otherwise prohibit the appointment of any individual to a committee.

Membership on a committee is open to any member in good standing.  The committee roster shall be approved by the Board.

Section 3          The Nominating Committee shall be composed of the immediate past president, who shall serve as chair and not less than three members of the association who shall not be current members of the board, and the executive director who shall be ex-officio and serve as the secretary of the committee.

Section 4          Committee members shall serve for a one (1) year term unless otherwise stated in these bylaws.

Section 5          The duties of the committees shall be to carry out the policies of the Association and the directives of the Board.  All recommendations from committees shall be submitted to the Board for action.

Section 6          The president shall appoint such other committees as activities may require.

Section 7          The president and the executive director of the Association shall be ex-officio members of all committees. 

Section 8          Except as otherwise provided by these bylaws and subject to the direction of the power creating special committees, the terms of all standing and special committees shall coincide with that of the appointing president.

ARTICLE XI

Membership

Section 1          The members of this Association shall be classified as follows:

a.  Regular Member

b.  Retired Member

c.  Life Member

d.  AT Still Member

e.  Associate Member

f.   Student Member

g.  Intern/Resident Member

h.  Out of State

i.   Military Member

j.   Allied Member

Section 2          Regular Member:  An applicant for regular membership in this Association shall be a graduate of an AOA/COCA accredited College of Osteopathic Medicine and licensed to practice in the state of Iowa.  Application shall be made and accompanied by payment of the appropriate dues amount.

Regular members may hold Association office and are entitled to all rights and privileges as outlined in these bylaws.

Section 3:         Retired member:  Retired membership may be granted by the board to a regular member who has retired from all aspects of clinical and administrative medicine and who has been an AOA affiliated organization member in good standing for at least twenty-five (25) consecutive years.  Such members shall have all the privilege and duties of regular members. Request for retired membership shall be made and accompanied by payment of the appropriate dues amount.

Section 4          Life Member:  Life Membership may be granted by the Board to any regular member or Honorary Member who has reached the age of seventy (70) years and who has been an AOA affiliated organization member in good standing for twenty-five (25) consecutive years immediately preceding or to any regular member who has become totally and permanently disabled.  Such members shall have the privileges and duties of regular members, but shall not be required to pay dues or assessments beginning the year in which life membership is granted.

Section 5          A.T. Still Member:  An A.T. Still membership may be conferred by the Board on an individual, an organization or corporate entity that has made a significant contribution to the osteopathic profession. An AT Still member shall enjoy all the rights and privileges of IOMA membership except the right to vote, hold elective office or pay dues.  A candidate for AT Still membership shall be presented to the Board by a member in good standing

Section 6          Associate Member:  Any person who is not a graduate of an AOA/COCA accredited College of Osteopathic Medicine but who is closely associated with osteopathic medicine or osteopathic institutions may apply for associate membership.  The Association shall have two classes of associate membership: Professional associate membership and Non-Professional associate membership.

Professional associate membership shall be open to those individuals who possess a healthcare professional degree.

Non-professional membership shall be open to all other individuals who meet the qualifications for associate member, but do not hold a degree required for professional associate membership.

The name of an applicant for associate membership shall be presented to the executive director by an Association member in good standing and the executive director shall make investigation of said applicant and present it to the Board who shall take such action as it deems advisable.

An associate member shall enjoy all the rights and privileges of membership except the right to vote or hold elective office.  Such a member may, however, hold an appointive position at the discretion of the president and/or Board.  Request for membership shall be accompanied by payment of the appropriate dues amount.

Section 7          Student Member:  All full-time students enrolled in the College of Osteopathic Medicine shall have automatic membership in the Association.  Membership shall continue as long as the student attends the college.  A student member shall enjoy all the rights and privileges of Association membership except the right to vote or hold elective office, unless otherwise provided for in these bylaws.  Such a member may, however, hold an appointive position at the discretion of the president and/or board.

Section 8          Intern/Resident Member:  An osteopathic intern/resident in an AOA or ACGME accredited post-doctoral training program may apply for membership in this Association.  An intern/resident member shall enjoy all the rights and privileges of Association membership except the right to hold elective office, unless otherwise provided for in these bylaws.  Such a member may, however, hold an appointive position at the discretion of the president and/or Board.

Section 9          Out-of-State:  An osteopathic physician who meets the regular membership requirements but who lives and practices outside the state of Iowa, may apply for out of state membership.  He/She shall receive the Association’s publications and shall be carried on the membership roster.  An out-of-state member cannot vote or hold elective office in the Association. Request for membership shall be accompanied by payment of the appropriate dues amount.

Section 10        Military Member:  An osteopathic physician who meets the regular membership requirements but who serves in the military may apply for military membership.  A military member shall enjoy all the rights and privileges of association membership.  Request for membership shall be accompanied by payment of the appropriate dues amount except while serving active duty during which membership dues will be waived.

Section 11        Allied Member:  By specific action of the Board, allied membership may be granted to individuals or corporations, not eligible for any other category of membership, who support the goals and objectives of this Association.  An allied member shall enjoy all the rights and privileges of Association membership except the right to vote or hold elective office.  Request for membership shall be accompanied by payment of the appropriate dues amount.

Section 12        Any member of this Association who is found guilty of professional or personal misconduct detrimental to the welfare of the Association, or to the osteopathic profession, or of a breach of the code of ethics, or any member of the Association who fails to maintain membership in good standing, may be suspended or expelled by the Board of the Association, provided the accused has been given an opportunity to be heard in person or through a representative and has been found unqualified for membership.

ARTICLE XII

Awards

Section 1          The Board, at its sole discretion, may recognize individuals or organizations with an award(s).  When appropriate, the Board may solicit the membership for nominations for an award.

 

ARTICLE XIII

Finances

It is the responsibility of the Board to assure that the Association operates efficiently and effectively.  Therefore, the Board shall have the authority to resolve any fiscal problems that may occur and shall take all necessary action required to resolve any fiscal disparity and ending every fiscal year with a balanced budget.

ARTICLE XIV

Dues and Assessments

Section 1          The annual dues and assessments for each class of membership are established by the action of the House and enforced by the Board.

Section 2          The annual dues and assessments are due on or before July 1 of each year. A member whose dues and assessments remain unpaid for six months shall forfeit their membership. Arrangements for quarterly installments can be made with the executive director.

Section 3          The Board may levy such assessments as it deems necessary, provided that the total of such assessments does not exceed the amount of one hundred (100) dollars per member in any fiscal year.  If assessments greater than one hundred (100) dollars per member are considered necessary, a special meeting of the House shall be called to consider the need for said assessment and to take such other action as may be required to maintain the fiscal solvency of the Association.  Failure to pay such assessments shall incur the same penalty as the failure to pay dues.

Section 4          The Board of this Association may reduce or waive the annual dues for any member upon the showing of financial hardship or active duty in the U.S. military.

ARTICLE XV

Conveyances

All deeds, mortgages, conveyances and contracts relating to real property shall be signed on behalf of the Association by its executive director upon approval by the Board.  All notes, bonds, contracts, all evidences of indebtedness and all releases or assignments shall be signed by the executive director upon approval by the Board.

ARTICLE XVI

Dividends

No dividends shall be paid by the corporation at any time.

ARTICLE XVII

Amendments

These bylaws may be amended by a majority vote of the delegates present at the House meeting, providing the proposed amendments shall be prepared in writing and filed with the executive director at least ninety (90) days in advance of the meeting; and that written notice of the proposed amendments shall be mailed to the last known address of each member of the House not less than thirty (30) days before the meeting at which action is to be taken.

ARTICLE XVIII

Rules of Order

Unless otherwise provided in the articles of incorporation and bylaws of this Association, the current edition of “Roberts’ Rules of Order” shall govern the proceedings of all sessions of the Association, the House and any section or subdivision of the Association.

ARTICLE XIX

Indemnification

The corporation shall indemnify any and all persons who may serve or who have served at any time as directors or officers, or who at the request of the Board of the corporation may serve or at any time have served the corporation and their respective heirs, administrators, successors and assigns, against any and all expenses, including amounts paid upon judgments, counsel fees and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense of settlement of any claim, action, suit or proceeding in which they or any of them are made parties, or a party, or which may be asserted against them or any of them by reason of being or having been directors or officers, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in any action suit or proceeding to be liable for his/her own negligence or misconduct in the performance of his/her duty.  Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of stockholders or other wise.

ARTICLE XX

Code of Ethics

The code of ethics of the Association shall be the same as the current code of ethics of the AOA as it may from time to time be amended and thus members of the Association, in their daily conduct, shall comply with the provisions of the AOA code of ethics.

APPENDIX I

DEFINITIONS

Unless otherwise stated, as used in these Bylaws:

  • "Annual conference" means the Upper Midwest Osteopathic Medical Conference or its successor.
  • "Annual meeting" means the annual meeting of the House of Delegates of this Association.
  • "AOA" means the American Osteopathic Association.
  • "Association" means the Iowa Osteopathic Medical Association.
  • "Board" means the Governing Board of the Iowa Osteopathic Medical Association.
  • "Bylaws" means the bylaws of the Iowa Osteopathic Medical Association.
  • "College" means Des Moines University College of Osteopathic Medicine.
  •  “COCA” means Commission of Osteopathic College Accreditation.
  • “DMU-COM" means Des Moines University College of Osteopathic Medicine.
  • "Electronic means" means any method of communication other than in person that allows for two-way interaction.
  • "Ex-officio" means an individual who serves in an informational or advisory capacity but has no vote.
  • "House" means the House of Delegates of the Iowa Osteopathic Medical Association.
  • "Member in good standing" means a member whose current dues, assessments and fees are paid and who is in compliance with the Iowa Osteopathic Medical Association’s Code of Ethics.
  • "Present" means physically present in a location or in communication with those physically present by electronic means.
  • "Qualified applicant" means an individual who applies for membership in this Association and meets all of the requirements for the class of membership for which he/she has applied and who is otherwise not prohibited from membership.
  • "Qualified individual" means a member in good standing who by class of membership is eligible to hold the office or position to which he/she is nominated or appointed.
  • “SGA” means Des Moines University Student Government Association.
  • "Speaker" means the Speaker of the Iowa Osteopathic Medical Association House of Delegates.
  • “SOMA” means Des Moines University Chapter of The Student Osteopathic Medical Association.
  • "Special Vote" means a vote taken in any situation other than during a regular meeting.