Infectious Diseases Society of Ohio

CODE OF REGULATIONS

OF

INFECTIOUS DISEASE SOCIETY OF OHIO

 

 

                                                                    ARTICLE I

                                         MEMBERSHIP OF THE CORPORATION

 

1.1       Membership and its Duties. The Corporation shall have Members consisting of infectious disease practitioners working in Ohio. In addition to electing the Board of Directors who will act as representatives of the Members (the “Representative Directors”), the Members shall have the duty of approving any amendment of the Corporation’s Articles of Incorporation or Code of Regulations and the dissolution of the Corporation.

 

1.2       Annual Meeting of Members. The Members shall schedule and hold an annual meeting at a time and location determined by the then serving Board of Directors of the Corporation, for the purpose of electing the Board of Directors of the Corporation. Such annual meeting may occur at any educational conference put on by the Corporation.

 

1.3       Other Meetings of Members. A meeting of the Members may be called by any seven (7) Members, any Director, the President, or any Vice President. Any meeting may be held at a time and date at any place within or without the State of Ohio as designated by the notice of the meeting but, if not otherwise designated, shall be held at the principal office of the Corporation.

 

1.4       Notice. Notice of any meeting of the Members shall be given in writing in accordance with Section 2.1 of this Code, and shall state the time, date and place of the meeting. In the case of a special meeting not regularly scheduled, the purpose or purposes for which the meeting is called shall be given by the person or persons calling the meeting. Notice of any meeting of the Members shall be given no less than three (3) days and not more than sixty (60) days before the date of the meeting to each Member entitled to notice of the meeting. Notice of any meeting of the Members need not be given to any Member, however, if waived by such Member in writing and such waiver is filed with the Secretary-Treasurer either before or after the holding thereof, or if the Member shall be present at such meeting.

 

1.5       Voting. Each Member shall be entitled to one vote on any matter properly submitted to the Members for their vote, consent, waiver, release or other action. All questions coming before the Members for decision shall be decided by a vote of a majority of the Members in attendance at any meeting of the Members at which a quorum is present, except as otherwise provided by Ohio law, the Articles of Incorporation, or this Code. No vote of the Members may be conducted by mail, nor may any Member vote by proxy.

 

1.6       Quorum. At all meetings of the Members, a majority of Members in attendance at the meeting, whether in person or by means of communications equipment, shall constitute a quorum for the transaction of business, provided that whenever less than a quorum is present at the time and place appointed for any meeting of the Members, a majority of those present may adjourn the meeting from time to time, without notice other than by announcement at the meeting, until a quorum shall be present.

 

1.7       Action without Meeting. To the extent permissible by law, any action which may be authorized or taken at a meeting of the Members may be authorized or taken without a meeting in a writing or writings signed by a majority of all of the Members who would be entitled to notice of a meeting held for such purpose, and entitled to vote at such meeting. Such action by written consent (including electronic means) shall be filed with the minutes and records of the Corporation and a copy of the written consent (including electronic means) shall be sent to every Member who would have been entitled to notice of a meeting on the date the action by written consent is approved.

 

1.8       Attendance at Meetings. Any or all the Members may attend and participate at a meeting of the Members by means of communications equipment if all persons participating can simultaneously hear and speak to each other through the use of such equipment. A Member attending a meeting of the Members through the use of communications equipment shall be included in determining whether a quorum is present at said meeting. For purposes of this Section 1.8, the term "hear" shall include any means of communication that reasonably accommodates a disability as defined under any applicable federal or state law.

 

 

                                                                   ARTICLE II

                                                       NOTICES AND MAILING

 

2.1       Form. Any notice required to be given by this Code shall be in writing and shall be delivered personally or sent by electronic mail transmission, or by United States mail, express mail, or courier service, with postage or fees prepaid. For any notice made by personal delivery, telegram, telecopy or electronic mail, notice shall be deemed to be given when delivered or transmitted. For any notice sent by United States mail, or courier service, notice shall be deemed to be given when deposited in the mail or with the courier service.

 

2.2       Waiver of Notice. Notice of the time, date, place and purpose of any meeting of the Members or the Board of Directors may be waived by telegram, telecopy, electronic mail transmission or other writing, either before or after such meeting has been held.

 

ARTICLE III

                                                      DIRECTORS

 

3.1       Number and Qualification. The Board of Directors of the Corporation shall consist of at least three (3) and no more than ten (10) Directors. Only natural persons who are current Members of the Corporation may serve as Director. The Directors shall be the elected officers of the Corporation and the Chairs of the Standing Committees who shall be considered in determining whether a quorum is present. The Directors shall have the authority to vote on all matters that come before the Board of Directors, and otherwise exercise the authority granted to the directors of an Ohio nonprofit corporation.

 

3.2       Election and Term. The membership of the corporation shall elect a Vice-President/President-Elect and a Secretary-Treasurer every two years. The Vice-President/President-Elect shall be elected in even-numbered years, and the Secretary-Treasurer shall be elected in odd-numbered years. The Directors of the Corporation shall serve for a term of two (2) years, which shall expire on the date of the annual meeting of the Members two (2) years following that Directors election. Upon the completion of the two-year term of the Vice-President/President-Elect, this officer shall become the President of the corporation for an additional two-year term. The  Director shall hold office until the election and qualification of their successor or their earlier resignation, removal or death. The Members may remove any Director at any time, with or without cause, by a majority vote. Any individual elected to fill a vacancy on the Board of Directors caused by resignation, removal or death of a Director shall, subject to the other provisions of this Code, serve the remainder of the term of that Director. Any individual elected to fill a vacancy on the Board of Directors caused by an increase in the authorized number of Directors shall, subject to the other provisions of this Code, serve until the next annual meeting of Members.

 

3.3       Resignation/Removal/Death. Any Director may resign at any time by giving written notice to the Secretary-Treasurer of the Corporation. Such resignation, which may or may not be made contingent on formal acceptance, shall take effect on the date of receipt or at any later time specified therein. Any Director who holds such position by virtue of serving as a current officer or Chair of a Standing Committee of the Corporation shall be required to also resign from that position to effect his/her resignation from the Board of Directors. Any Director may be removed at any time, with or without cause, by a three-fourths vote of the Members or a vote by the majority of all the Directors currently serving on the Board.

 

A Director’s term of office shall automatically terminate upon the expiration of his/her Membership in the Corporation or the death of the Director.

 

3.4       Vacancies. Vacancies on the Board of Directors due to death, removal, resignation, or an increase in the authorized number of Representative Directors may be filled at any time by action of the Members. The person named to fill a vacancy in any office or as Chair of a Standing Committee shall fill the vacancy in the Board of Directors created by the death, removal, or resignation of his/her predecessor, or resulting from the increase in the number of officers or Standing Committees.

  

3.5       Meetings of Directors. The Board of Directors shall hold an annual meeting and such additional meetings as determined by the Board of Directors. At the annual meeting, the Board of Directors shall elect officers, and conduct such other business as may come before the meeting. Special meetings of the Board of Directors shall be called by one or more member(s) of the Board of Directors. The annual meeting of Directors shall be held in December, every year, at a date and place agreed upon by the Directors.

 

 

3.6       Notice. Notice of any meeting of the Board of Directors shall be given in accordance with Section 2.1 of this Code to each Director, not less than (2) days prior to the holding of such meeting. Every notice shall state the time, date and place of the meeting, but shall not be required to state the purposes thereof. Notice of any meeting of the Board of Directors need not be given to any Director, however, if waived by such Director in writing and such waiver is filed with the Secretary-Treasurer either before or after the holding thereof, or if the Director shall be present at such meeting. All meetings of the Board of Directors shall be held at the principal office of the Corporation or at such other place within or without the State of Ohio as the Board of Directors may determine.

 

3.7       Attendance at Meetings. To the extent permissible by law, any or all Directors may attend and participate at a Board of Directors’ meeting by means of communications equipment if all persons participating can simultaneously hear each other through the use of such equipment. A Director attending a Board of Directors meeting through the use of communications equipment shall be included in determining whether a quorum is present at said meeting. For purposes of this Section 3.7, the term “hear” shall include any means of communication that reasonably accommodates a disability as defined under any applicable federal or state law.

 

3.8       Quorum. At all meetings of the Board of Directors, a majority of the Directors then in office and entitled to vote on matters before the Board of Directors shall constitute a quorum for the transaction of business, provided that whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time, without notice other than by announcement at the meeting, until a quorum shall be present. At any meeting of the Board of Directors at which a quorum is present, except as otherwise provided by Ohio law, the Articles of Incorporation, or this Code, all questions coming before the Board for decision shall be decided by a vote of a majority of the Directors in attendance thereat.

 

3.9       General Powers of the Board. The powers of the Corporation shall be exercised, its business and affairs conducted, and its property controlled by the Board of Directors, except as otherwise provided by law, the Articles of Incorporation, or this Code.

 

3.10     Bylaws. For the governance of its actions of the actions of any committee, the Board of Directors may adopt bylaws consistent with the Articles of Incorporation and the Code.

 

3.11     Action Without Meeting. To the extent permissible by law, any action which may be authorized or taken at a Directors’ meeting may be authorized or taken without a meeting in a writing or writings signed by all of the Directors who would be entitled to notice of a meeting held for such purpose, and entitled to vote at such meeting. Such action by written consent shall be filed with the minutes and records of the Corporation.

 

                                                      ARTICLE IV

                                                    COMMITTEES

 

 

4.1       Creation. The Board of Directors may, by resolution, create such committees as it from time to time deems appropriate. All committees shall have at least one (1) Director serving as a member of the committee. The resolution creating any such committee shall designate the number of members of the Board or such other persons who are to serve as voting members or non-voting members of the Committee, the Committee Chair, and the functions the committee shall discharge. The Board of Directors shall not grant any authority of the Directors to a committee to determine any matters that would require the vote of the Directors. Any vote of a committee shall be limited to a determination of a recommendation to the Board of Directors for action.

 

4.2       Standing Committees. The Corporation shall have and maintain the following Standing Committees: Executive Committee; Public Health and Policy Committee; Education Committee; and Awards and Nominations Committee. The Board of Directors may establish additional Standing Committees by a vote of the Board. The Board of Directors shall, by action of the Board, establish the functions and duties of each Standing Committee. Each Standing Committee shall continue in existence until terminated by a vote of the Board.

 

4.3       Appointment. The Board of Directors shall appoint Members and other interested persons to serve as the members of the committees. One of the Members so appointed shall be designated as the Committee Chair. The Committee Chair may invite additional individuals with expertise in a pertinent area to meet with and assist any committee, but such additional individuals shall not vote or be counted in determining the existence of a quorum and may be excluded from any session of such committee by a majority vote of the committee members present.

 

4.4       Tenure. Each member of a committee shall hold office until the next annual election of Directors and until the committee member’s successor is elected, unless the committee member shall earlier resign, be removed from the committee, or die. There is no term limit to committee member participation.

 

4.5       Meetings and Notice. Meetings of committees may be called by the President, the Committee Chair, or a majority of th committee’s voting members. Each committee shall meet as often as is necessary to perform its duties or as otherwise provided by the Board of Directors. Notice of a meeting of a committee may be given at any time and in any manner reasonably designed to inform the committee members of the time, place, and purpose of the meeting.

 

4.6       Quorum. A majority of the voting members of a committee shall constitute a quorum for the transaction of business at any meeting of such committee. Each committee shall keep minutes of its proceedings and shall report periodically to the Board of Directors.

 

4.7       Manner of Acting. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee so meeting. No act taken at a meeting at which less than a quorum is present shall be valid unless approved in writing by the absent members. Action may be taken without a meeting by a writing setting forth the actions so taken signed by each member of the committee entitled to vote.

 

 

4.8       Resignation, Removal, and the Filling of Vacancies. Any member of a committee may resign at any time by giving written notice to the Committee Chair or the Secretary-Treasurer of the Corporation. Such resignation, which may or may not be conditioned on formal acceptance, shall take effect on the date of receipt or date of acceptance if so conditioned, or at any later time specified in said notice. The Board of Directors may remove any appointed member of a committee, with or without cause, by a majority vote. An ex-officio member of a committee shall cease to be such if the ex-officio member shall cease to hold a designated position which is the basis of ex-officio membership on the committee. A vacancy on any committee, and any increase in the membership thereof, shall be filled for the unexpired portion of the term by the Board of Directors.

 

                                                       ARTICLE V

                                                        OFFICERS

 

5.1       General Provisions. The membership of the Corporation shall elect a President, a Vice President, and a Secretary-Treasurer. The Board of Directors may, from time to time, create such offices and appoint such other officers, subordinate officers, assistant officers, and committee chairs, as it may determine necessary. A person must be a Member in good standing to serve as an officer of the Corporation. No person shall hold more than one office at any one time. Election to any office shall not be deemed to create a contract for employment nor shall it vest the person elected to such office with any rights as an employee.

 

5.2       Term of Office. The officers of the Corporation shall serve for a term which shall expire annually on the date of the annual meeting of Directors and shall hold office until the election and qualification of their successor or their earlier resignation, removal or death. Nothing in the Code shall be deemed to prevent an officer from serving consecutive terms as an officer. The Board of Directors may remove any officer at any time, with or without cause, by a majority vote. An officer may resign at any time by giving written notice to the Board of Directors, which resignation may or may not be made contingent on formal acceptance, and which shall take effect on the date of receipt or at any later time specified in said notice. Any officer or Committee Chair of a Standing Committee shall automatically be removed from that office without further action of the Board if he/she is removed from the Board of Directors. A vacancy in any office, however created, shall be filled by the Board of Directors for the unexpired term.

 

                                                      ARTICLE VI

                                             DUTIES OF OFFICERS

 

6.1       President. The President shall preside at all meetings of the Board and shall direct the operations and oversee the administration of the Corporation in all its activities in conformance with and subject to the policies and goals established by the Board of Directors of the Corporation. The President shall serve a term of two (2) years and then assume the office of Past President.

 

 

6.2       Vice President/President-Elect. The Vice President/President-Elect shall perform the duties of the President when the President is absent, and such duties as may be assigned by the Board of Directors or the President. The Vice-President shall serve a term of two-years and then assume the office of President.

 

6.3       Secretary-Treasurer. The Secretary-Treasurer shall be responsible for providing notice of meetings to the Board of Directors where notice is required and shall keep a record of the proceedings of the Board of Directors. The Secretary-Treasurer shall also act as the fiscal officer of the Corporation and shall have custody of the cash, securities, and other assets of the Corporation. The Secretary-Treasurer shall receive contributions, bequests, revenues, and other assets to which the Corporation is entitled and disburse funds as directed by the Board of Directors, maintaining appropriate records thereof. The Secretary-Treasurer shall maintain appropriate books of account and supporting records and shall prepare and file all returns and related reports required by federal and state statutes and regulations and by the Board of Directors. In addition, the Secretary-Treasurer shall perform other duties as may be required by the Board of Directors or the President.

 

6.4 Past President. The Past President shall serve as a voting member of the Board of Directors for two (2) years. They will provide advice to the President and President-Elect as needed.

 

6.5       Committee Chair. The Committee Chair shall be responsible for the direction of the committee. The Chair shall preside at all meetings of the committee, and his or her duties with respect to the conduct of the committee shall otherwise be similar to the duties of the President of the Corporation with respect to the conduct of the Corporation's operations. There is no term limit for Committee Chairs. They will be ratified by the Executive Committee every 2 years by the incoming Board of Directors upon assumption of their term.

 

                                                     ARTICLE VII

INDEMNIFICATION OF MEMBERS, DIRECTORS, OFFICERS AND EMPLOYEES

 

To the extent permitted by Ohio law, the Corporation shall indemnify any present or former Member, Director, officer, committee member, administrative staff resource person to a committee, or key administrative staff employee against expenses (including attorney's fees), judgments, decrees, fines, penalties, amounts paid in settlement and other liabilities in connection with the defense of any pending or threatened action, suit, or proceeding whether criminal, civil, administrative or investigative, to which such person is or could reasonably expect to be made a party, provided:

 

(a)       that such person was not guilty of willful or wanton misconduct in the performance of their duty to the Corporation:

 

 

(b)       that such person acted in good faith in what they reasonably believed to be the best interests of the Corporation; and

 

(c)       that, in any matter the subject of a criminal action, suit, or proceeding, such person had no reasonable cause to believe that their conduct was unlawful.

 

The determination as to (a), (b), and (c) above shall be made:

 

(1)       by a majority vote of a quorum of the Board of Directors consisting of said Directors who are not or were not parties to or threatened with such action, suit, or proceeding; or

 

(2)       if such a quorum is not available, or even if obtainable, if a majority of such quorum of disinterested Directors so directs, by a written opinion of independent legal counsel to whom the matter may be referred by a majority of Directors. Any independent counsel or a firm associated with the attorney shall not have performed services for the corporation or any person to be indemnified within the past five years.

 

The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or plea of guilty or nolo contendere shall not create a presumption that such person did not meet the standards of conduct set forth in this Article.

 

To the extent that any such person has been successful on the merits, on a procedural basis or otherwise, with respect to any such action, suit or proceeding, or in the defense of any claim, issue, or matter therein, such person shall be indemnified against expenses, including reasonable attorneys’ fees, incurred in connection therewith regardless of the determination specified in the above paragraph of this Article.

 

The indemnification provided by this Article shall not be deemed exclusive of, or in any way to limit, any other rights to which any person eligible for indemnification may be or may become entitled as a matter of law, or pursuant to the Articles of Incorporation, the Code, agreements, insurance coverage, or otherwise. The indemnification provided by this Article shall continue as to a person who has ceased to be a Member, Director, officer, committee member, administrative staff resource person, or key administrative staff employee and shall inure to the benefit of the heirs, executors, and administrators of such person.

 

Irrespective of the provisions of this Article, the Board of Directors at any time or from time to time, may approve the indemnification of Members, Directors, and officers or other persons to the full extent permitted by the provisions of the Ohio General Nonprofit Corporation law at the time in effect, whether on account of past or future transactions.

 

 

The extension of rights of indemnification hereunder by liberalization of any existing law of the State of Ohio shall not be construed as limiting any right of indemnification of any Member, Director, officer, or committee member which has accrued under an existing law. It is the intention of this provision that any liberalization of the law of the State of Ohio shall inure to the benefit of Members, Directors, officers, and committee members entitled to indemnification. No change in the law of Ohio decreasing the rights of indemnification shall be deemed to derogate from or decrease any right of indemnification which shall have accrued or vested prior to the change in such law.

 

If any part of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and the effect of the remaining provisions of this Article shall not be affected.

 

                                                     ARTICLE VIII

                                                 MISCELLANEOUS

 

8.1       Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December in each year, or on such other day as may be fixed from time to time by the Board of Directors.

 

8.2       Seal. The Corporation shall not be required to have a corporate seal.

 

8.3       Negotiable Instruments. All checks, drafts, bills of exchange, notes, acceptances, obligations and other instruments for the payment of money shall be signed in the name of the Corporation by the President or Secretary-Treasurer or other officers, person or persons, as the Board of Directors may from time to time authorize.

 

All checks, drafts, bills of exchange, notes, acceptances, obligations and other instruments for the payment of money in excess of One Thousand and 00/100 Dollars ($1,000.00) shall be signed in the name of the Corporation by the President and Secretary-Treasurer.

 

All funds of the Corporation shall be deposited in a bank account or accounts opened in the Corporation’s name. The Board of Directors shall determine the institution at which the accounts will be opened and maintained, the types of accounts, and the persons who will have authority with respect to the accounts and the funds therein.

 

8.4       Deeds, Contracts and Miscellaneous Instruments. The President, or such other officer designated by the Board of Directors, shall, acting alone, have full power and authority to secure and deliver, or cause to be executed and delivered, in the name of or on behalf of the Corporation, any and all ordinary contracts necessary and proper for the usual conduct and operation of the business of the Corporation, subject to the approval or ratification of such contracts by the Board of Directors. All other contracts, deeds, bond, choses in action, leases, land contracts, mechanics' liens, and all transfers, assignments, releases and discharges of mortgages shall be made in the name of the Corporation and shall be signed for all such purposes by the President or Secretary-Treasurer, unless otherwise authorized by the Board of Directors.

 

8.5       Construction of Terms and Headings. Words used in this Code of Regulations shall be read as the masculine or feminine gender and as the singular or plural, as the context requires. The captions or headings in this Code are for convenience only and are not intended to limit or define the scope or effect of any provision of this Code.

 

                                                      ARTICLE IX

                                                    AMENDMENTS

 

This Code of Regulations may be altered, amended or repealed, and new Regulations may be adopted, by action of a majority of all the Members of the Corporation.