Approved 8-2012

Chapter 1. Definitions

As used in these Bylaws, the expression "FOGS" shall mean the Florida Obstetric and Gynecologic Society, Inc. The term ACOG or ACOG District XII shall mean the American Congress of Obstetricians and Gynecologists District whose boundaries cover Florida including its sections or affiliates.

Chapter 2. Membership

2.1 Active Members.
(a) Any member of ACOG District XII holding the designation Fellow, Junior Fellow, or Life Fellow automatically qualifies as an Active Member of FOGS.
(b) Osteopathic Obstetrician-Gynecologists who are active members of the American College of Osteopathic Obstetricians and Gynecologists (but not members of ACOG) automatically qualify as an Active Member of FOGS, however will pay dues and assessments as determined by the Executive Committee.
(c) Active Members are the only category of membership that may vote or hold office in the Executive Committee of FOGS.
2.2 Associate Members.
(a) Associate Members include professionally trained practitioners (physicians and allied health practitioners) in good standing in the medical community who can demonstrate that obstetrics and/or gynecology are their primary areas of practice and have a current license to practice in Florida but do not qualify as an Active Member of FOGS.
(b) Associate Members will pay dues and assessments as determined by the Executive Committee. Associate Members who qualify under 2.2(a) may be eligible for additional discounts as determined by the Executive Committee.
2.3 Life Members.
(a) Any retired Fellow of ACOG District XII automatically qualifies as a Life Member of FOGS.
(b) Any current Member of FOGS who is not a member of ACOG but who has reached the age of sixty-five (65), provided that he/she has been a member of FOGS for a minimum of fifteen (15) consecutive years, automatically qualifies as a Life Member of FOGS.
(c) Life Members shall enjoy all the privileges of FOGS membership and shall pay a reduced dues rate and assessments as determined by the Executive Committee.
2.4 Honorary Members.
(a) Honorary membership may be conferred by the Executive Committee upon such persons who have provided distinguished service to FOGS or to the medical community.
(b) Honorary Members shall not pay dues or assessments.
2.5 Additional Acceptance Criteria and Notification.
(a) The Executive Committee shall have authority to approve applicants for membership. In considering applicants for membership, information as to the character, ethics, and professional activities of the individual shall be considered.
(b) Applicants accepted for membership will be notified of such acceptance by mail, within thirty (30) days after approval by the Executive Committee.
(c) If denied membership, the candidate may send, in writing, an appeal of the denial within thirty (30) days of the date of the notification of denial. Such hearing of the appeal shall be at the discretion of the Executive Committee.
(d) Revocation of membership:
(i) Membership may be revoked by the Executive Committee if a Member is convicted of a felony, has his/her license suspended or revoked by the State of Florida, or is sanctioned or cited by any medical board, related professional association, or ACOG.
(ii) Membership may be revoked by the Executive Committee for nonpayment of dues, as described in Section 2.7(e).
(iii) If membership is revoked, the affected member may send, in writing, an appeal to the revocation within thirty (30) days of the date of the notification of revocation. Such hearing of the appeal shall be at the discretion of the Executive Committee.
2.6 Status Change.
Requests for a change in membership status must be made in writing to the Secretary of the FOGS at the listed corporate office. All such requests will be forwarded to the Secretary who will present the request with a recommendation to the Executive Committee for approval.
2.7 Dues and Assessments.
(a) The Executive Committee shall have exclusive discretion in determining the dues and assessments for all categories of membership.
(b) The Executive Committee shall review the dues annually for all categories of membership and determine if there will be a dues change.
(c) All categories and classifications of membership shall pay dues by annual invoice.
(d) Dues are billed in November of the prior year and payable on January 1 of each calendar year or as prescribed by the Executive Committee.
(e) Members will be sent a reminder of unpaid dues sixty (60) days after the initial annual billing. Members whose dues remain unpaid ninety (90) days after the initial annual billing are considered delinquent and will be notified of the delinquent status and reminded that membership will be cancelled if the dues remain unpaid. Members whose dues remain unpaid one hundred twenty (120) days after the initial annual billing will be notified a final time by Certified Mail or other available correspondence that can be tracked for delivery. If a Member's dues remain unpaid after one hundred eighty (180) days, the Member shall be dropped from membership unless waived by specific action of the Executive Committee or Executive Director based on unusual circumstances creating demonstrated hardship.
2.8 Discrimination.
Commensurate with applicable state and federal law, membership in FOGS shall not be denied or abridged for reason of gender, color, creed, race, religion, disability, ethnic origin, national origin, sexual orientation, or age.

Chapter 3. Governance

3.1 Selection of Officers.
The Officers of FOGS are not elected and are derived from the Executive Committee of ACOG District XII as follows:
The Vice-Chair of ACOG District XII shall serve as the FOGS President
The Treasurer of ACOG District XII shall serve as the FOGS Vice-President
The Secretary of ACOG District XII shall serve as the FOGS Secretary
The FOGS Immediate Past-President
3.2 Powers of the Executive Committee:
(a) The Executive Committee shall be comprised of the Officers as defined in Section 3.1.
(b) The Executive Committee shall:
(i) meet as necessary in the best interests of FOGS; (ii) facilitate the proper governance, approval of programs, and any specific policy in the best interest of FOGS members; (iii) act with the authority and in the name of the FOGS when urgent matters require action; (iv) have the discretion of appointing additional members of the Executive Committee on an ad hoc basis. Such appointed members shall be non-voting; (v) administer the affairs of FOGS during intervals between Annual Meetings, subject to the general policies established by the membership; (vi) determine what it considers to be the policy of FOGS until modified, approved, or rescinded at the next annual or special meeting of the membership; (vii) determine the annual dues or to make any assessments it deems necessary.
(c) Arbitration. The Executive Committee shall constitute an arbitration or appeal panel for all matters and proceedings before FOGS.
(d) Committees. The Executive Committee shall appoint any committees as necessary for the business operation of FOGS.
(e) Quorum. For purposes of voting by the Executive Committee, a Quorum shall be three (3) officers, one of which must be the President.
3.3 Duties and Tenures of the Officers.
(a) All Officers serve a term of three (3) years to coincide with the terms of ACOG District XII officers.
(b) All Officers have fiduciary responsibility under both state and federal law and are responsible for ensuring that FOGS adheres and adopts policies consistent with such laws.
(c) The general duties of the Officers include, but are not limited to, the following:
(i) The President shall:
(1) preside at all meetings of the Executive Committee;
(2) be responsible for the direction of public communications and policy as adopted by the Executive Committee;
(3) oversee the duties and responsibilities of the Executive Director and in such case that no Executive Director is appointed, shall serve as chief executive officer;
(4) appoint all committee chairmen and direct committee and task force(s) activities;
(5) shall be an ex-officio member of all committees.
(ii) The Treasurer shall:
(1) collect and receive all dues and assessments;
(2) be responsible for the administration of FOGS funds, including banking, investments, contracting, endorsements, and regular business transactions/expenditures;
(3) prepare the Annual Budget with the assistance of the Executive Director and shall make a detailed report in writing at the FOGS Annual Business Meeting;
(4) prepare regular financial reports that are available on demand to the Executive Committee and make recommendations regarding fund availability and projections of stability of resources whether they are financial or other indirect assets including the important asset of staffing.
(iii) The Secretary shall:
(1) keep a record of FOGS proceedings;
(2) maintain, in a secure manner, all documents and policy statements as specified by state and federal law;
(3) send general notices to all Members at least thirty (30) days before the date of each regular meeting of the general membership including the Annual Meeting;
(4) assist in the preparation of the FOGS communications and publications including newsletters and the FOGS website;
(5) in the absence of an appointed Chairperson, serve as the Chair of the Membership Committee.
(iv) The Immediate Past President shall
(1) provide services on an as needed basis in the absence of the President or at the request of the President;
(2) in specific cases, serve as a liaison for the organization when necessary.
3.4 Vacancies.
Any vacancies in the FOGS officer positions will be filled at the direction of the officers of ACOG District XII.
3.5 Removal of Officers.
For reasons other than resignation or end of term, an Officer can only be removed by the Executive Committee or through a process of petition of no confidence which has been signed and forwarded to the Secretary by twenty (20) active members, at least thirty (30) days prior to any official business meeting of the Executive Committee or regular meeting of members. The Executive Committee, upon receiving such petition, shall direct the Secretary to hold a referendum whereby a 2/3 majority consent vote of active members is required to remove the Officer. Such referendum may be held at the Annual Business Meeting if held within sixty (60) days of such petition, or by validated mail ballot or verifiable electronic means.
3.6 Meetings.
(a) Regular meetings of the Executive Committee shall be held in conjunction with the District XII Advisory Council Meeting.
(b) Notice of each regular meeting shall be given at least thirty (30) days before each such meeting.
(c) Special meetings of the Executive Committee may be called at anytime by the President.
3.7 Removal of Executive Committee Members
For reasons other than resignation or end of term, an Executive Committee member who is not an Officer can be removed by the unanimous decision of the Officers.
3.8 Selection of an Executive Director by the Executive Committee.
(a) At the direction of the Executive Committee, and with consultation of the officers of the ACOG District XII, FOGS may employ an Executive Director.
(i) The Executive Director shall be directly responsible to the President and Executive Committee and serve at their pleasure.
(ii) The assignment of duties of the Executive Director shall be the responsibility of the Executive Committee.
(iii) The contract of the Executive Director shall be determined and approved by the Executive Committee.
(iv) The Executive Director shall be provided with a written annual review by the Executive Committee which specifically details his/her deficiencies and merits. The goals and objectives of FOGS for the coming year shall be clearly defined as part of this review.
(v) The Executive Director oversees all program and administrative functions of FOGS and serves as its senior staff executive. The Executive Director is bound to execute his/her duties and assignments in accordance with state and federal laws pertaining to non-profit organizations.
(b) In the absence of an Executive Director, the responsibilities enumerated in 3.9(a)(i)-(v) shall be the responsibility of the President.

Chapter 4. Membership Meetings

4.1 Place of Meeting.
All meetings of the members of FOGS shall be held at such place as designated by the Executive Committee and stated in the notice of the meeting sent by the Secretary.
4.2 Annual Meeting.
An Annual Meeting of members shall be held each year. The location of the Annual Meeting shall be determined by the Executive Committee or held in conjunction with the ACOG District XII Annual District Meeting. Interim meetings may be held at the discretion of the Executive Committee. If such meetings are not feasible, business may be conducted by mail or electronic means suitable for collection of active membership votes.
4.3 Special Meetings.
At any time the President, Executive Committee, or twenty (20) Active members by written request may petition the Executive Committee for consideration to convene a special meeting of the members of FOGS.
4.4 Notice of Meetings.
Notice is given if delivered in person, by mail, electronic means, or listed in the official FOGS publication or website at least thirty (30) days prior to the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States Mail, addressed to the member at the address then appearing on the records of FOGS.
4.5 Quorum.
The active members in attendance at the Annual Meeting or, if at a special meeting, if duly noticed in accordance with these Bylaws shall constitute a quorum regardless of number.

Chapter 5. Transparency of Action, Anti-trust, and Resolving Conflicts

5.1 Performance of Responsibilities.
All Officers, Executive Committee members, classes of membership, and staff shall perform their responsibilities with respect to state and federal laws and current FOGS policies that address transparency of actions.

Chapter 6. Financial Policies

6.1 Financial Policies.
(a) The fiscal year of FOGS shall be from January 1 to December 31, inclusive. FOGS adopts the accrual method of accounting for bookkeeping purposes.
(b) No member of FOGS shall have any right, title or interests, legal or equitable, in or to the properties or assets of FOGS. All the assets of FOGS shall be devoted exclusively for the purpose of FOGS as set forth in the Articles of Incorporation.
(c) The Executive Director or an Officer shall be authorized as sole signatory on budgeted expenditures and non-budgeted expenditures of $10,000 or less. Two signatures (the Executive Director plus an Officer or two Officers) shall be required on all non budgeted expenditures greater than $10,000. The Officers shall review the amounts specified annually.
(d) A bank checking account shall be authorized and maintained at an FDIC insured banking institution within the United States as approved by the Officers. Excess funds, described as those greater than three (3) months operating capital, shall be kept in a separate institutional "reserve" account. Upon the recommendation of the Treasurer, the Officers shall review the reserve account balance on an annual basis.
(e) The reserve account shall be maintained, any additions or subtractions can be made by the Treasurer or the Executive Director in his absence. The size of the reserve fund shall be prescribed to meet the perceived and ongoing needs of FOGS.
(f) All drafts, checks, and notes of FOGS shall be payable on said accounts, as described in Sections 6.1(d) and 6.1(e), are hereby directed to be made in the name of FOGS, and further that any and all resolutions required by the bank shall be deemed to have been authorized by the President, Treasurer, or Executive Committee. All accounts shall be maintained in accordance with Internal Revenue Service guidelines regarding activities of 501(c)(6) organizations.
(g) The Treasurer shall prepare an annual association budget for the succeeding year. The budget shall be reviewed by the Executive Committee and the officers of ACOG District XII prior to adoption by the Executive Committee. The process shall be completed prior to the start of the next fiscal year.
(h) The FOGS tax returns shall be prepared by an independent CPA. At the discretion of the Executive Committee, the CPA may also be hired to perform a simple review, compilation or, if necessary, an audit to assess the quality of recordkeeping and administration.
(i) The Executive Committee may establish other policies pertaining to financial transactions and payments separate to those contained in these Bylaws provided such other policies are consistent with the existing Bylaws and are in the best interests of FOGS.

Chapter 7. Amendments

7.1 Amendments.
These Bylaws may be amended or repealed or new bylaws adopted at the Annual Meeting, which action shall be determined, a quorum being present or if necessary, by mail ballot. No bylaws shall be amended, repealed, nor any new bylaws adopted, unless written mail notice of such proposed action to each Member at least thirty (30) days before the Annual Meeting. If done by mail ballot then voting Members shall be given sixty (60) days to place their vote. The Executive Committee will make proposals for changes in Bylaws. Alternatively, recommendations from the membership pertaining to changes in the Bylaws at the Annual Meeting may be presented to the Executive Committee in writing by at least twenty (20) Members of the Society, at least 90 days in advance of the Annual Meeting.

Chapter 8. Parliamentary Authority

8.1 Proceedings.
Any customary or parliamentary proceedings not provided for by these Bylaws shall be governed by the latest edition of Robert's Rules of Order.

Chapter 9. Dissolution

9.1 Dissolution.
Under dissolution of FOGS, all assets thereof, after payment of all debts and other liabilities, shall be paid and distributed to ACOG District XII or its successor entity.