BERKS COUNTY MEDICAL SOCIETY BYLAWS

BERKS COUNTY MEDICAL SOCIETY
Founded 1824 | Incorporated 1904
As amended through February 2023

CHAPTER I – NAME

The name and title of this Society is Berks County Medical Society.

CHAPTER II PURPOSES AND POWERS

SECTION 1. Purposes. The purposes of this Society shall be to promote and protect the art and science of the practice of medicine for physicians of Berks County.

SECTION 2. Powers. This Society shall have all the powers usual and incident to organizations of like character which are permitted by the laws and customs of the Commonwealth of Pennsylvania and necessary or appropriate to the fulfillment of its purposes. .

CHAPTER III – MEMBERSHIP

A. Active Member  

  1. Full Active. Persons who hold the degree of Doctor of Medicine or Osteopathy or the equivalent from a recognized accredited medical school, and who hold or are eligible to hold an unrestricted license to practice medicine and surgery in Pennsylvania, are eligible for active membership in this Society. Upon admission to membership, such members shall have the right to vote and hold office in this Society.

  2. Residents and Fellows. Residents and fellows serving in residency or fellowship programs are eligible for active membership in this Society. Upon admission to membership, such members shall have the right to vote and hold office in this Society.

  3. Students. Medical students enrolled in a medical school approved by this Society are eligible for active membership in this Society. They shall make application directly to this Society. Such students are entitled to all rights and privileges of membership. Medical student active members shall pay such amount as is fixed each year by the Board of Directors.

B. Retired Member. A physician who is retired from the active practice of medicine and currently resides in Pennsylvania or was previously active in the Society. A retired member may vote, hold office, and serve as a member of any workgroup or committee on the state and county levels.

C. Supporter Member. Any physician who is engaged in professional activities related to the active practice of medicine, but who is not engaged in active practice within the jurisdiction of a component medical society. A supporter member may not vote or hold office. A supporter member may serve as a member of any workgroup or committee on the state or county levels.  

D. Administrative Member. An administrative member shall be:

  1. A County Society Executive. A county society executive, who may or may not be a physician, shall be exempt from paying dues;  

  2. A Practice Administrator. Practice administrators from a practice with at least one physician member and a membership level of 50 percent or more, as of the current membership year, shall be exempt from paying dues. Practice administrator with less than 50 percent membership are not exempt from paying dues; or

  3. A Hospital Medical Staff Coordinator. Hospital medical staff coordinators must meet the State Society’s membership guidelines and are not exempt from paying dues. An administrative member may not vote or hold office but may serve as a non-voting member of any workgroup or committee provided that the percentage of administrative members does not exceed 25 percent.

  4. Honorary Member. Physicians who are not residents of Pennsylvania but are members of their own state or territorial medical association, may be elected to this category by the House of Delegates by a three-fourths vote at any annual meeting. The individual is not required to have an unlimited license to practice medicine and surgery in the Commonwealth of Pennsylvania. The honorary member is not required to pay any annual dues. No more than two honorary members may be elected in any one year to this category by the House of Delegates. An honorary member is not entitled to any of the rights and privileges of membership.

SECTION 4. Rights and Privileges of Members, Including Voting Rights. All members of this Society shall have all the rights and privileges of membership, except as otherwise provided in these bylaws. All members of this Society, and thereby members of the Pennsylvania Medical Society, in good standing shall have such rights and privileges as members thereof as may be granted to them from time to time under the bylaws of the Pennsylvania Medical Society. Members who are delinquent, as provided in SECTION 2 of Chapter IV, or under suspension shall not be eligible to vote, hold office, or take part in any scientific or business proceeding of the Society. Provided a member has full membership or proper membership in one county medical society in Pennsylvania, he/she may be eligible to hold affiliate membership in any other county medical society in the state.

SECTION 5. Continuing Medical Education Requirement. An active or associate member of this Society, who is not a resident, must qualify for the American Medical Association’s Physician’s Recognition Award or its equivalent and must continue to qualify for such award in order to remain a member in good standing of the Pennsylvania Medical Society. The Board of Trustees of the Pennsylvania Medical Society shall have the power to waive such requirements, in keeping with approved procedures, for members requesting waivers.

SECTION 6. Applications for Membership. A candidate for membership other than honorary shall make application in writing upon forms provided or approved by the Society. Applications shall be reviewed pursuant to guidelines of the Society to determine whether the applicant meets the qualifications for membership. New applications are forwarded to Pennsylvania Medical Society for verification of eligibility. PAMED will notify BCMS of the status of the candidate. If our county has no objections, the applicant will be accepted for membership. In case of a rejection, the reasons for rejection shall be set forth in writing. An applicant or any member of this Society dissatisfied with the decision may present the matter to the next regular meeting of the BCMS Board of Directors.

SECTION 7. Appeals from Rejections. Any physician who has been refused membership in this Society or has duly filed an application for membership which has neither been accepted nor rejected within six months after filing thereof, shall have such rights of appeal as may be provided by the bylaws of the Pennsylvania Medical Society.

SECTION 8. Applications by Transfer. A physician applying for membership as a transferee from any other county medical society shall submit an application as a new member and shall accompany his application with a transfer letter or card in lieu of any admission fee. The procedure for election to membership shall be the same as set forth in these bylaws. Annual dues shall be prorated making due allowance for dues previously paid by the transferring members during the fiscal year.

SECTION 9. Transfer Letters. A member in good standing, who is free from all indebtedness to this Society and against whom no charges are pending, wishing to withdraw from membership shall be granted a transfer card or letter. This document shall state the date the member associated himself with this Society, the date of issuance thereof and a statement that he is in good standing and that his dues are paid to a date specified. In addition, if the member is going to another county in Pennsylvania, the letter shall contain a recommendation that the member be admitted to membership in the other county medical society without the delay attendant upon ordinary applications for membership. Such card or letter shall be signed by the appropriate officer or officers of this Society. 

SECTION 10. Suspension and Termination of Membership. Any member of this Society suspended from membership in the Pennsylvania Medical Society shall be automatically suspended from membership in this Society for a period corresponding to the State Society suspension. Any member of this Society, whose membership in the Pennsylvania Medical Society is terminated for any reason whatsoever, shall automatically cease to be a member of this Society upon the expiration of sixty days following the effective date of termination of membership in the State Society.

CHAPTER IV – DUES AND EXPENSES

SECTION 1. Annual Dues. The annual dues for Active members shall be as set forth by the membership at the annual meeting for the ensuing year. This Society may set its annual dues in accordance with these bylaws. However, the dues categories and the percentages of the full annual dues to be paid by each category must be in accord with the Pennsylvania Medical Society’s categories and percentages;

a) Active members unable to practice because of illness or disability shall pay no annual dues;

b) Active members shall pay no dues for the period between the initial granting of a license to practice medicine or osteopathy in Pennsylvania and the end of the first full calendar year after the initial granting of the license, however, an Active member in first year of practice shall pay 25% of dues, in second year of practice shall pay 50% of dues, and third year of practice shall pay 75% of dues;

c) Honorary members shall pay no annual dues;

d) new members joining after November 1 of the assessment year shall pay no dues, provided that the annual dues for the relevant membership category are paid for the following year;

e) new members joining after July 1 of the assessment year, but before November 1, shall pay 50 percent of the annual dues for the physician’s specific membership category;

f) Associate members shall pay 10% of annual dues;

g) reduced-income category is available for physicians earning less than $60,000 and dues will be set on a case-by-case basis;

and h) Administrator/Office Manager classification shall pay dues in compliance with Pennsylvania Medical Society’s dues structure. Notwithstanding the forgoing, the Board of Directors shall have the power at any time to excuse the payment of dues, or any part thereof, of any member of this Society under any circumstances in which it deems such action is justified.

SECTION 2. Delinquent Dues. A member whose annual dues are not paid prior to March 1 shall be delinquent and shall not be in good standing in this Society. No delinquent member shall be entitled to exercise any of the rights and privileges of membership in this Society during the period of his delinquency. The Secretary shall see that a notice is sent to each delinquent member within fifteen days after March 1, stating the amount then due, the fact that the member is delinquent and that unless such amount is paid within thirty days after the date thereof that the membership of such member will be terminated.

SECTION 3. Funds and Disbursements. All funds of the Society shall be deposited in a depository designated by the Board of Directors. Disbursements of the funds of the Society shall be made in such manner and upon such authority as shall be prescribed by resolution or resolutions of the Board of Directors.

SECTION 4. Fiscal Year. The fiscal year of this Society shall be January 1 and end on December 31.

SECTION 5. Required Signatures for Checks. All checks issued by this Society shall have the signature of two of the following officers: the President, President-Elect, Treasurer, and the Executive Director.

CHAPTER V – FUNDS

SECTION 1. Special Funds- The Board of Directors may establish special funds for educational, scientific, charitable, benevolent, endowment, medical defense, or other purposes by resolution. These may be in the form of trusts or otherwise, with trustees or managers, and under terms determined by the Board.

SECTION 2. Deposit of Monies and Special Funds – The Executive Director shall deposit all monies of the Society received by the Society in the Pat Sharma Educational Fund as the treasurer shall direct in accordance with the duties of that office.

SECTION 3. Pat Sharma Educational Fund - Each year the Board of Directors may appropriate a sum of monies for all active, retired, and supporter members to be allocated to the Educational and Scientific Trust of the Berks County Medical Society. The Board of Directors set the sum aside in a special fund to be known as the Pat Sharma Educational Trust. The Educational Committee of the Board of Directors shall approve allocation of funds for Educational and Scholarship based on criteria established by The Pat Sharma Educational Trust. No such allocations may be made without the approval of a majority of the Board of Directors. The Board of Directors may establish further terms and conditions of the Pat Sharma Educational Trust, within the general terms and for the purposes herein established, as it shall deem necessary and desirable. Monies and special funds shall be disbursed by the treasurer in accordance with specific or general resolutions of the Board of Directors. 

SECTION 4. The Endowment Fund – The Endowment Fund is funded by the net proceeds, after expenses and other associated disbursements, of the sale of Berks County Medical Society properties and assets. Each year the Board of Directors may appropriate a sum of monies for all Capitol needs and expenses related to the Society. No such allocations may be made without the approval of a majority of the Board of Directors. Monies and special funds shall be disbursed by the treasurer in accordance with specific or general resolutions of the Board of Directors.

CHAPTER VI – MEETINGS

SECTION 1. Annual Meetings. There shall be an annual meeting of this Society held at a time selected by the Board of Directors.

SECTION 2. Special Meetings. Special meetings of this Society may be held at any time upon the affirmative vote of two-thirds of the members of the Board of Directors. 

SECTION 3. Time, Place, and Notice. The meetings of this Society shall be held at such time and place as shall be designated by the Board of Directors, and the Executive Director shall notify the membership of such meetings at least ten days in advance thereof. 

SECTION 4. Procedure. Any business may be transacted at the Annual and regular meetings of the Society, but no business shall be transacted at any special meeting of the Society except as may be stated in the notice of the meeting. The American Institute of Parliamentarians Standard Code of Parliamentary Procedure shall govern the Order of Business and the proceedings at all meetings of this Society unless otherwise provided in these bylaws.

SECTION 5. Quorum. A quorum for the transaction of business at any Annual or Special meetings of this Society shall consist of at least 5% of the Active, and Resident members.

CHAPTER VII – NOMINATIONS AND ELECTIONS

SECTION 1. Nominating Committee and Nominations. The Nominating Committee shall be comprised of the Board of Directors, exclusive of the following incumbent Executive officers: President, President-Elect, and the Treasurer, and shall meet prior to the September Board of Directors Meeting. The Immediate Past President shall act as the Chair of this Committee. Five members of this Committee will comprise a quorum. It shall be the duty of the Nominating Committee to nominate one or more candidates for each of the offices to be filled at the Annual Meeting and to report its nominations to the Board of Directors and to cause its report to be distributed to the entire membership of the Society promptly thereafter. Additional nominations may be made from the floor at the Annual Meeting.

SECTION 2. Elections. The election of the officers of the Society, such number of delegates and alternate delegates to the Pennsylvania Medical Society as to which this Society may be then entitled, and such members of the Board of Directors as are required to fill vacancies therein shall take place at the Annual Meeting. A majority vote of all Active and Associate members present, and voting shall be necessary to elect.

CHAPTER VIII – OFFICERS AND DUTIES

SECTION 1. Officers. The elected officers of this Society shall consist of a President, President-Elect, and Treasurer.

SECTION 2. Term of Office. The term of office of all officers of this Society shall be for a period of two years and until their successors are elected and assume office unless provided otherwise by these bylaws. Each such regular term shall commence following the annual meeting after taking the oath of office.

SECTION 3. President. The President shall preside at the meetings of the Society and perform such other duties as custom and parliamentary usage may require or as may be prescribed by these bylaws. He/She shall make a written report on his/her term as President, which shall be filed with the Executive Director of the Society and shall be delivered in person at the Annual Meeting.

SECTION 4. President-Elect. The President-Elect should attend all meetings of the Board of Directors and should assist the President in the performance of his/her duties. The President-Elect will oversee membership recruitment and assist with member recommendations to the Board of Directors. Upon completion of his/her term as President-Elect he/she shall automatically succeed to the office of President after taking the oath of office.

SECTION 5. Successor to the President and President-Elect. If the office of President should become vacant, the President-Elect shall immediately become President and shall serve for the remainder of the term of his/her immediate predecessor. If a President-Elect succeeds to the presidency, he/she shall serve as President until the second Annual meeting of this Society following his/her accession as President-Elect. If the office of President-Elect becomes vacant the Board of Directors shall designate from among the Board of Directors one who shall act as President-Elect, until the next Annual Meeting of this Society, at which time the voting members shall elect an eligible person as President-Elect. If the offices of President and President-Elect should become vacant, the Board of Directors shall designate from among the Board of Directors one who shall act as President, one who shall act as President-Elect, each of whom shall so act until the next Annual Meeting of this Society, at which time the voting members shall elect an eligible person as President, an eligible person as President-Elect. Should the President, as determined by the Board of Directors, be incapacitated or unable to perform the duties of his office, the President-Elect shall act in his/her stead.

SECTION 6. Treasurer. The Treasurer shall have custody of all funds and securities of this Society and shall render full and accurate reports at the regular meetings of the Board of Directors and at such other times as may be directed by the Board of Directors or the membership. He/she shall keep full and accurate accounts in books of account belonging to the Society. The Treasurer shall be elected at the Annual Meeting for a term of two years. He/she may not serve more than two consecutive terms.

SECTION 7. Vacancies in Office. Vacancies in any office, other than that of President, President-Elect occurring between Annual Meetings of this Society, shall be filled by a majority vote of the Board of Directors, and the persons so elected to fill vacancies shall serve until the next ensuing January 1 and until their successors are elected and take office.

CHAPTER IX – DELEGATES AND ALTERNATES TO THE PENNSYLVANIA MEDICAL SOCIETY

SECTION 1. Number. This Society shall have such number of delegates and alternates to the Pennsylvania Medical Society as may be prescribed by the bylaws of said Society, who shall faithfully represent the members of this Society and the profession of this county in the House of Delegates of the Pennsylvania Medical Society and report thereon to this Society.

SECTION 2. Term of Office. The term of office of each delegate and alternate shall be for a period of a year and until his/her successor is elected and assumes office, except as otherwise herein provided. Each such regular term shall commence on January 1 and end on December 31. In the event that in any year the number of delegates and alternates to which the Society is entitled under the bylaws of the Pennsylvania Medical Society is greater than the number of delegates and alternates elected for that year at preceding Annual Meeting, the Board of Directors at the discretion of the Delegation Chair shall elect for a regular term such number of additional delegates and alternates to which this Society may be entitled. In the event that in any year the number of delegates and alternates to which this Society is entitled is less than the number elected for that year at the preceding Annual Meeting, the Board of Directors shall determine, by any means in its discretion, the delegates and alternates whose terms of office are to terminate, and the terms of office of such persons shall thereupon be terminated.

SECTION 3. Alternate Delegates. In the event that any delegate determines that he will be unable to attend a forthcoming meeting of the House of Delegates of the Pennsylvania Medical Society, he should promptly so advise the Executive Director of this Society, who shall present the matter to the Board of Directors. The Board of Directors shall have the power to designate any one of the alternate delegates to substitute for such delegate at the forthcoming meeting of the House of Delegates, but if no such designation is made or can be made or if the alternate delegate so designated fails or is unable to attend the meeting of the House of Delegates, the alternate delegates attending the meeting shall be seated as determined by the Chairman of the delegation or in the absence of the Chairman, the President- Elect or in the absence of either, by the Credentials Committee.

CHAPTER X – Board of Directors

SECTION 1. Duties. There shall be a Board of Directors of the Society which shall have general supervision and management of the affairs and business of the Society and shall act for the Society in the intervals between meetings of the membership, except that it may not establish any policies or take any actions, inconsistent with prior actions of the membership of the Society. It shall have charge of the property and financial affairs of the Society and shall perform such other duties as prescribed by law covering directors of corporations or as may be expressly delegated to it by the membership. It may have such committees as it deems necessary properly to conduct its business. It shall exercise general supervision over the conduct of all committees and over all appointive officers, agents and employees, from whom it may require reports at least annually. It shall designate from time to time the officer or officers to execute documents in the name and on behalf of the Society.

SECTION 2. Composition. The Board of Directors shall consist of the following members: President, President-Elect, Treasurer, Delegation Chair, Collegiality Chair, Education Chair, Advocacy Chair, Editor, Residency Chair, Medical Student Chair, Early Career Physician Chair, Past President, and three members-at-large. Three members-at-large shall be appointed by the President to serve a two-year term. A resident physician and Medical Student shall also be appointed by the President to a one-year term as a member-at-large. In addition, an Administrator/Office Manager Representative, and the President of the BCMS Alliance shall also serve on the Board of Directors; however, the Administrator/Office Manager Representative and President of the BCMS Alliance are non-voting members of the Board of Directors.

SECTION 3. Election. The election shall take place at the Annual Meeting and a majority vote of Active and Associate members present and voting shall be necessary to elect.

SECTION 4. Meetings. A regular meeting shall be held on days and times fixed by the Board of Directors at its initial meeting of the fiscal year. The quorum for a meeting of the Board of Directors shall be not less than seven members.

SECTION 5. Vacancies. In the event of a vacancy in the Board of Directors, the remaining members of the Board of Directors shall fill the vacancy, and any person selected shall fill out the unexpired term of the director whom he/she succeeds.

CHAPTER XI – COMMITTEES

SECTION 1. Appointment and Tenure of Office of Chairs and Members. All appointments of chairperson and members of committees shall be made by the President except as otherwise provided in these bylaws. The term of office of all chairs and members of committees shall be for two years and shall commence on January 1, or as soon thereafter as appointed, and shall end on December 31.

SECTION 2. Sections. This Society shall have the following sections: Operations, Collegiality, Advocacy, Professionalism, and Education/Communication. Each Section shall regularly report to the Board of Directors. The Sections shall be as follows:

A. Operational Section. This Section shall consist of the following committees:

  1. Nominating Committee. The Nominating Committee shall be composed, appointed, and have the functions as provided elsewhere in these bylaws.

  2. Finance Committee. The Finance Committee shall be chaired by the Treasurer and shall oversee the budget, and Educational Trust.

  3. Membership Committee. The Membership Committee shall be chaired by the President-Elect and will oversee the retention and recruitment of members.

  4. Personnel Committee. The Personnel Committee shall consist of the President, President Elect and the Treasurer and will oversee all personnel matters.

B. Collegiality Section. The Collegiality Section will be chaired by a member appointed by the President and will oversee all social events.

C. Advocacy Section. The Advocacy Section will be chaired by a member appointed by the President and will oversee all programs advocating for physicians and for patients. This shall include the Society’s interaction with the PA Medical Society, Access to Care, and other related activities.

D. Education/ Communication Section. The Education/ Communication Section shall be chaired by a member of the Board of Directors and will oversee services related to Physician education and communication and annual scholarship selection process. This section may include but not be limited to Health Talk, the Medical Record, BCMS Website and the Memorial Lecture/Residents’ Day.

SECTION 3: Special Committees. The Society may have such special committees as the membership may from time to time determine. Such committees are typically convened by either the President (or designee). Unless otherwise ordered by the membership, special committees shall consist of such number of members as the President shall determine.

CHAPTER XII – INDEMNIFICATION OF DIRECTORS AND OFFICERS

No director or officer of the Berks County Medical Society shall be personally liable for monetary damages for any act that is performed as a director or officer or any failure to act on behalf of the Society, unless:

  1. the director has breached or failed to perform these duties in good faith in the manner he reasonably believes to be in the best interest of the Society, and with such care, including reasonable inquiry, skill and diligence, as a person with ordinary prudence would use under similar circumstances; and

  2. the breach or failure to perform was a result of self-dealing, willful misconduct, or recklessness. The Society shall indemnify any director or officer of the Society for expenses incurred in the defense of claims made by the Society, whether brought by the Society itself or by a member on behalf of the Society, against a director or officer, provided that a court of lawful jurisdiction has not found the director’s or officer’s action or failure to take action to constitute a willful misconduct or recklessness. The Berks County Medical Society shall also have the authority to advance funds to any director or officer for the defense of the claims set forth in the bylaw above, provided that the director or officer deliver to the Society a written document agreeing to return the advanced funds in full if it is found by a court of lawful jurisdiction that the director’s or officer’s actions or failure to act constituted willful misconduct or recklessness.

CHAPTER XIII – PRINCIPLES OF MEDICAL ETHICS

Each member of this Society, by accepting membership herein, shall be deemed to have subscribed to the Principles of Medical Ethics of the American Medical Association.

CHAPTER XIV – SEAL

The Board of Directors shall have the authority to adopt a seal for this Society, and when so adopted, it shall be the official seal of the Society.

CHAPTER XV – AMENDMENTS 

These bylaws may be amended at any regular meeting by a two-thirds vote thereto, provided that such an amendment has been reviewed by the Bylaws Committee, approved by the Board of Directors, published, and acted upon at the next Annual Meeting. No amendment to these bylaws shall be valid or effective unless it is in accord with the bylaws of the Pennsylvania Medical Society. A copy of all amendments hereto shall be filed with the Executive Vice President of the Pennsylvania Medical Society.