Articles and By-Laws

Bylaws of the
California Urological Association

 

ARTICLE I

Definition and Purposes

 

The California Urological Association shall consist of urologists who reside or practice in the State of California. The major objectives and purposes of the CUA shall be to preserve and protect present and future Urological care for the people of California by addressing those socioeconomic issues which could directly or indirectly impact on quality of care, access to care, medical progress and development, implementation and economic support of new technology. In addition, the association may address any issue not specifically listed which is of importance to the membership. No part of any income shall ever inure to the benefit of any private member or individual.

 

ARTICLE II

Membership

 

Section 1. Active Membership

Active membership in this Association shall be restricted to physicians specializing in the practice of urology.

 

(a)        Qualifications

                  (1) A primary interest in the objectives and purposes of the Association.                 

                  (2)  An active interest in civic and professional affairs at local and state levels.

                  (3) Reputation of high moral and professional integrity.

                  (4)  An unrestricted license to practice medicine in the state of California.

                  (5) Or membership in the American College of Surgeons, or certified by the  American Board of Urology, or approval by the Membership Committee and Board of Directors.

(b)        Completion of an application for membership form supplied by the Secretary which shall be submitted at least sixty (60) days prior to the Annual Meeting.

(c)        Applicants who have fulfilled the above qualifications and requirements shall be elected to Active Membership upon approval by the Membership Committee.

(d)        Each newly elected member of the Association shall be officially notified of his election by  the Secretary. He shall receive a copy of the Articles of Incorporation and By-Laws and a certificate of membership.

(e)        Active Members shall have full voting privileges.

 

Section 2. Senior Membership

Senior membership may be conferred upon Active Members who retire from practice.

 

(a)        Qualifications

                  (1)  Retirement from the active practice of urology.

                  (2)  Active membership in good standing at the time of retirement.

(b)        Requirements

                  (1)  Written request for change in membership status to the Secretary at least sixty  (60) days prior to the Annual Meeting.

(c)        Applicants who have fulfilled the above qualifications and requirements shall be elected to Senior Membership upon approval by the Membership Committee.

(d)        When warranted in the consideration of specific applicants, the Board of Directors may   waive any specific qualification or requirement which it considers to be justified.

(e)        Senior Members shall have full voting privileges.

 

Section 3. Candidate Membership

Candidate Membership shall be restricted to physicians specializing in the practice of urology, or physicians in residency or fellowship programs or physicians whose application has not yet been completed or acted upon by the Membership Committee or the Board of Directors.

 

(a)       Qualifications:

                  (1) A primary interest in the objectives and purpose of the Association.

                  (2)  Reputation of high moral and professional integrity.

                  (3)  An unrestricted license to practice medicine in the state of California.

(b)        Candidate members shall have no voting privileges.

 

 

Section 4. Corresponding Membership

Corresponding Members shall be restricted to physicians specializing in the practice of urology whose practice or residence is other than California.

 

(a)        Qualifications

                  (1)             A primary interest in the objectives and purposes of the Association.

                  (2)             An active interest in civic and professional affairs at local and state levels.

                  (3)             Reputation of high morals and professional integrity.

                  (4)             An unrestricted license to practice medicine in the state in which the physician resides.

                  (5)  Approval by the Membership Committee or Board of Directors or membership in the American College of Surgeons or certified by the American Board of Urology.

                  (6)  Payment of initiation fee and completion of an application for membership using form supplied by the Secretary which shall be submitted at least sixty (60) day prior to the Annual Meeting.

(b)        Corresponding members shall have no voting privileges.

 

Section 5. Affiliate Membership

Any person, firm, association or corporation, engaged in a trade, industry, service or profession related to the business of urology medical practice in the state of California, who meet the qualifications established by the Board of Directors, are eligible for status as an Affiliate Member. Affiliate members shall not be entitled to vote, but shall be eligible to serve on committees.

 

Section 6. Associate Membership

Any individual who, in the opinion of the Board, is associated with the purposes of the Association; qualified by reason of experience or training in urology or allied sciences related to the practice of urology, and is not otherwise eligible for membership in the Association, may apply for Associate Membership. Membership shall be in the name of the individual and not his/her employer or any other party. Associate members shall not be entitled to vote, but shall be eligible to serve on committees.

 

Section 7. Honorary Members

Honorary membership may be extended by the Board to persons who, through their extraordinary service and/or relationship with CUA, deserve special and ongoing recognition.  Honorary Members must meet requirements established by the Board.

 

Section 8. Member in Good Standing
A member in good standing is one who has paid current dues and assessments, has no other outstanding obligations to the Association, and who has not been found by the Association to be in violation of membership conditions and requirements established by the Association.

 

Section 9. Member Obligation to Follow Association Rules
Each member of this Association agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board and/or duly constituted committees of the Association.

 

Section 10. Termination
A membership shall be suspended, terminated or otherwise disciplined whenever the Board, or a committee or person authorized by the Board, in good faith determines that any of the following events have occurred: (a) resignation of member, on reasonable notice to the Association; (b) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (c) failure of a member to pay dues, fees, or assessments in the amount and under the terms set by the Board; (d) failure to abide in the lawful decisions of any duly constituted committee of the Association, and (e) occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications.

 

Section 10. Member Liability
No member of the Association shall be personally or otherwise liable for any of the debts or obligations of the Association.

 

 

ARTICLE III

Officers

 

Section 1. Officers

(a)        The Officers of the Association shall be President, President-Elect, Immediate Past

President, Secretary and Treasurer. These Officers shall constitute the Executive            

Committee.

(b)        All Officers shall hold office for two (2) years or until their successor has been elected  and qualified. The Officers shall assume their offices immediately before adjournment of     the Annual Meeting at which they are elected.

(c)        Vacancies which occur in any of the offices may be filled for the unexpired term by a majority vote of the Board of Directors.

 

Section 2. President/Chair

(a)        The President/Chair shall be the chief officer of this Association, serve as Chairman of the Board of Directors and preside at all Board and Executive Committee meetings of the Association.

(b)        He/she shall appoint all committees and committee chairs prescribed in these By-Laws, subject to ratification by the Board of Directors, and shall be an ex officio member of each committee.

(d)        He/she may call special meetings of the Board of Directors.

 

Section 3. President-Elect

(a)        The President-Elect shall preside in the absence of the President and shall perform any   duties concerned with the Association which are assigned to him by the President.

(b)        In the event the President is unavailable to serve, the President-Elect shall succeed to     the office.

(c)        He shall be a member of the Board of Directors.

(d)        In the event the President is not renominated to succeed himself or chooses not to run,   the President-Elect shall ordinarily be nominated to succeed him.

 

Section 4. Past-President

(a)        The Immediate Past-President shall be a member of the Board of Directors and serve as             Chairman of the Nominating Committee.

 

Section 5. Secretary

(a)        The Secretary shall be a member of the Board of Directors.

(b)        He/she shall oversee official correspondence and recordkeeping.

(c)        He/she shall oversee the keeping and updating of a file on each member. He shall oversee the notification of each newly elected member of his/her election, and ensure that he/she is sent a copy of the Articles of Incorporation and By-Laws and a certificate of membership.

(d)        He/she shall oversee the notification of members of the Board of Directors of the time and place of regular meetings at least fifteen (15) days before the meeting and for special meetings at least fifteen (15) days before the meeting. If an emergency meeting does not permit fifteen (15) days notice, he/she will oversee notification of the Directors with as much advance warning as possible.

(e)        He/she shall oversee notification of each member of the time and place of the Annual Meeting at least thirty (30) days in advance and for special meetings, at least fifteen (15) days before the meeting.

(f)         He/she shall, in consultation with the President, arrange an agenda for the Board of Directors meetings and the Annual Business Meeting.

 

Section 6. Treasurer

(a)        He/she shall oversee collection of all dues and monies due the Association, maintain proper ledgers and records and be responsible for their safe keeping.

(b)        He/she shall cause an audit or review of the Association books to be conducted when requested by the Board..

 

Section 7. Executive Director

The Board of Directors shall appoint or employ an Executive Director who shall be accountable to the Board, and who shall manage the offices and operations of the Association. The Executive Director shall be an ex officio officer of the Association, with the authority to execute agreements, including signing checks, in accordance with the directives and authority conferred by the Board. The Executive Director is not a director of the Association, and shall have no right to vote.

 

 

ARTICLE IV

Board of Directors

Section 1. Composition      

The Board of Directors shall consist of the President, President-Elect, Immediate Past President, Secretary, Treasurer and between three and nine regional representatives to be appointed by the President,subject to ratification of the Board. Terms of Office – Non-officer Directors shall have a term of office of three (3) years.

Section 2. Responsibilities:

                  (1) Administer and manage the affairs of the Association.

                  (2) Receive reports from the Officers and from Standing and Special Committees and make appropriate responses.

                  (3)  Act upon all problems of membership and matters of discipline, and ensure that all petitioners are given due process.

                  (4) Select the time and place for the annual meeting of the Association.

                  (5)  Fill all vacancies on the Board of Directors until the next annual meeting unless otherwise specified in the By-Laws.

                  (6)  Employ financial and/or legal counsel to advise the Board when needed.

 

Section 3. Annual Meeting   

The Board shall meet prior to the Annual Meeting. Special meetings may be called by the President or at the request of a majority of the members of the Board.

 

Section 4. Special Meetings

The President, the Vice-President/Treasurer, the Secretary or any two Directors may call meetings of the Board. The Board shall hold its annual meeting at the time and place it selects and shall hold other meetings each year at the time and place it selects.

 

Section 5. Notice

The Board may hold regular meetings without notice if the time and place of such meetings is fixed by the Board. The Board may hold special meetings upon four days notice by first class mail or 48 hours notice delivered personally or by telephone, telegraph, email or facsimile.

 

Section 6. Quorum

A majority of the directors then in office shall be necessary to constitute a quorum of the Board.

 

Section 7. Board Action

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board. The Board may adopt rules and regulations which may supplement and interpret these Bylaws and shall be binding and enforceable as to members, Directors and officers.

 

Section 8. Meeting Attendance

The office of any elected Director, who shall be absent without excuse (an unexcused absence shall be defined as any absence for any reason other than for death in the family or participation in CUA business) from three regular meetings of the Board if Directors per year, may be declared vacant by the Board of Directors.

 

Section 9. Conduct of Meetings

The Board shall adopt and adhere to an appropriate parliamentary procedure in the conduct of its meetings.

 

Section 10. Meeting by Conference or Other Electronic Means

Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communication equipment if all of the following apply:

(1) each member can communicate with all of the other members concurrently;

(2) each member is provided with a means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection, to a specific action to be taken;

(3) a means of verification is adopted and implemented by the corporation as to both of the following: (a) the person communicating by electronic means is entitled to participate in the Board meeting and (b) all statements, questions, actions, or votes were made by that person and not by another not entitled to participate.

 

Section 11. Action by Unanimous Written Consent Without a Meeting

Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action in the manner specified in the California Nonprofit Corporation Law.

 

 

ARTICLE V

Committees

 

Section 1. Standing Committees

All Standing Committees, except the Executive Committee, the Audit Committee and the Noiminating Committee,shall be established by the Board, and operate in accordance with the budget and mission approved by the Board.

 

Section 2. Executive Committee

(a)        The Executive Committee shall act in the place and in lieu of the Board between Board meetings on all matters except those specifically reserved by the Board. The Executive Committee shall report its actions to the Board no later than the next meeting of the Board. All actions of the Executive Committee are subject to ratification by the Board.

 

(b)        Action by Unanimous Written Consent Without a Meeting. Any action required or permitted to be taken by the Executive Committee under any provision of law may be taken without a meeting if all members of the Executive Committee shall individually or collectively consent in writing to such action in the manner specified in the California Nonprofit Corporation Law.

 

Section 3. All Other Committees

The mission, duties and authority of all other committees shall be established by the Board of Directors.

 

 

ARTICLE VI

Delegates and Representatives to California Medical Association
and other Affiliated Organizations

 

Section 1. Terms of Office

(a)        The terms of office of delegates or representatives to affiliated organizations shall          conform to the requirements of the affiliated organization.

 

Section 2. Alternate and Delegate Election

(a)        If representation is by Delegate and Alternate Delegate, election will be so arranged that the Alternate shall succeed the Delegate when he leaves office.

 

Section 3. The Procedures for Election of Delegates

(a)        The procedures for election of delegates or representatives to affiliated organizations     shall conform to the same procedure as that of the election of officers of the California      Urological Association.

Section 4. Delegates and Representatives Representation

(a)        Delegates and representatives shall officially represent and act in the interests of the California Urological Association in the respective affiliated organization.

(b)        They shall seek opinions and suggestions from the members of the Board of Directors   and from the membership concerning relevant matters known or anticipated to be   pending before the affiliated organization.

 

Section 5. Reporting

(a)        A report of relevant items from such affiliated organization representation shall be           submitted to the Board of Directors whenever any action is taken which directly concerns    the Association or its constituents. but at least annually prior to the Annual Meeting of the      Association.

 

ARTICLE VII

Membership Meetings

 

Section 1. Annual Meeting

The Annual Meeting of the California Urological Association shall be held during the annual meeting of the Western Section of the American Urological Association, or at a time and place determined by the Board. A notice of this meeting shall be sent to each member at least thirty (30) days prior to the date of the meeting.

 

Section 2. Special Meetings

A Special meeting may be called by the President, a majority of the Board of Directors or upon written request of thirty (30) members. A special notice of such a meeting shall be sent to each member so as to be received at least fifteen (15) days prior to the date set, stating the nature of the business for which the meeting is called and containing the list of signatures requesting such a special meeting. Only business stated as the reason for the special meeting shall be transacted at special meetings.

 

Section 3. Quorum

At all regular and special meetings of the membership a Quorum shall be those active members in good standing in attendance at the meeting.

 

Section 4. Action Without a Meeting: Written Ballot.

Any action which may be taken at a meeting of the members may be taken by conforming to the mail balloting procedure specified in the California Nonprofit Corporation Law.

 

 

ARTICLE VIII

Elections

 

  1. The Elections shall be at the Annual Business Meeting.
  2. Only Active members in good standing shall be eligible for nomination and election to office, and for appointment as chair of a committee.
  3. All officers shall be elected by voice vote if there are no nominees other than those proposed by the Nominating Committee. When there are other nominations from the floor       for any office, voting shall be by written ballot. The majority of the valid votes cast shall       constitute an election.
  4. Newly elected officers shall take office at the end of the meeting at which they have been elected and shall serve until their successors    have been elected.

 

 

ARTICLE IX

Dues and Assessments

 

Section 1. Fiscal Year

The Fiscal year of the Association shall date from January first of each year.

 

Section 2. Annual Dues

(a)        The Annual Dues shall be set each year by the Board of Directors.

(b)        The Annual Dues are payable in advance of the commencement of each fiscal year. Any member whose dues have not been received by February 1 shall be notified immediately in writing by registered mail with return receipt of his/her delinquency and impending removal from the membership roll. Any member whose dues have not been received by April 1 shall be removed from the membership roll and shall be reinstated only upon reapplication.

(c)        Upon election to Senior Membership, the requirement for payment of annual dues shall   be waived. Senior Members shall continue to receive mailings of the Association and may attend meetings, but may not hold office.  

 

(d)        Candidate members and residents or fellows in training are exempt from dues.

 

Section 3. Refunds

No dues will be refunded except as approved by a two-thirds vote of the Board of Directors or its designee, in its sole and final discretion.

 

Section 4. Special Assessments

(a)        Special Assessments for specific reasons may be voted by the members upon recommendation of the Board of Directors.

(b)        A Special Assessment is payable within sixty (60) days following notification of the members of such assessment. Any member whose assessment has not been received within that time shall be immediately notified of his delinquency and impending removal  from the membership roll by registered mail with return receipt. Any member whose Special Assessment has not been received within an additional thirty (30) days or by the end of the fiscal year, whichever is shorter, shall be removed from the membership roll and shall be reinstated only upon reapplication.

 

ARTICLE X

Resignation and Reinstatement

 

  1. A member in good standing may resign from the Association by written notice.
  2. A request for reinstatement following resignation or removal of a member shall be sent to the Secretary. Such requests shall be considered by the Membership Committee or a party designated by the Board.

 

 

 

ARTICLE XI

Discipline

 

Section 1. Discipline

All matters of discipline concerning members shall be prescribed by the Board of Directors, or by a person or committee designated by the Board.

 

Section 2. Complaints

Complaints or charges against members shall be presented in writing and may be initiated by any member of the Association.

 

Section 3. Disciplinary Procedures

A member may be publicly reprimanded, fined, suspended or terminated for cause by the Board or its designee. Cause shall include a failure, in serious degree, to (1) observe the Association’s rules of conduct as prescribed by the Board in these Bylaws or otherwise, (2) to abide in the lawful decisions of any duly constituted committee of the Association, or (3) to engage in any conduct which is deemed by the Board or its designee contrary or prejudicial to the interests and/or purposes of the Association. The discipline shall occur only after the member has been given a fifteen-day prior written notice of the proposed discipline and the reasons therefor. The notice shall also advise the member of the member’s opportunity to be heard, orally or in writing, not less than five days before the effective date of the discipline by the Board or its designee. The Board or its designee shall determine whether cause exists and the appropriate discipline, if any.

 

The Board is not required to follow the above procedure when imposing lesser discipline such as private reprimand.

 

ARTICLE XII

Amendments

 

The Board of Directors may initiate proposed amendments to the By-Laws. The proposed amendment shall be printed in the notice of the Annual Meeting and be sent to the members at least thirty (30) days in advance of the meeting. An amendment shall be adopted if it receives an affirmative vote by a majority of the active members present and voting at the Annual Meeting.

 

ARTICLE XIII

Chapters

 

The Board may recognize chapters of this Association on such terms and conditions as it deems appropriate, which shall be included in an appropriate written agreement between the Association and the chapter addressing all significant aspects of the relationship.

 

Article XIV

Emergency Action

 

The Board of Directors or Executive Committee of this Association may, to the full extent of and in the manner permitted by Corporations Code Sections 7140 and 7151, take actions and conduct business as may be necessary to protect the interests of the Association and its membership in the event of an emergency.   A written record of all actions taken will be maintained during the emergency period, and all such actions shall be subject to review by the Association, in its sole discretion, upon conclusion of the emergency.

 

 

ARTICLE XV

Indemnification and Insurance

 

Section 1. Indemnification

To the fullest extent permitted by the law, the Association shall defend, indemnify and hold harmless any agent against any claim arising out of any alleged or actual action or inaction in the performance of duties performed in good faith on the Association’s behalf. “Agent” for this purpose shall include representatives, Directors, officers and employees.

 

Section 2. Insurance

The Association may purchase and maintain insurance to the full extent permitted by the law on behalf of its agents against any liability asserted against or incurred by the agent in such capacity arising out of the agent’s status as such.

 

 

ARTICLE XVI

Questions of Parliamentary Order

 

All questions of parliamentary order not provided for in these By-Laws shall be determined by parliamentary usage as contained in the most recent addition of STURGIS’S STANDARD CODE OF PARLIAMENTARY PROCEDURE.

 

 

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Revision date: September 10, 2014,voted and approved by membership on Oct. 26, 2014 at annual meeting in Maui, Hawaii.