Oklahoma College of Emergency Physicians (OCEP)

Article II

MISSION, PURPOSE, AND OBJECTIVES

The mission, purpose, and objectives of the chapter are those set forth in the Bylaws of the College and in the chapter’s Articles of Incorporation.

Article III

MEMBERSHIP

Section 1- Qualifications

The qualifications for membership in the Chapter shall be consistent with those for membership in the College.

Section 2- College Authority

The College shall act on all membership applications, classification changes, suspensions, cancelations, and expulsions.

Section 3- Classes

Member classes and rights in the Chapter must be consistent with those designated in the College Bylaws. Candidate physician members may serve on the Chapter Board of Directors, may hold a Chapter office, may vote for members of the Chapter Board of Directors, may vote for Chapter officers, and may vote in Chapter committees on which they serve. Medical student members may not serve on the Chapter Board of Directors, may not hold a Chapter office, may not vote for members of the Chapter Board of Directors, but may vote in Chapter committees on which they serve.

Section 4- Access to Records

The Chapter shall make available to a member, or the agent or attorney of a member, at a reasonable time and at a reasonable place, records of the Chapter in accordance with jurisdictional law.

Section 5- Cancellation/Limitation of Member Rights and Privileges

The College has the sole right to cancel membership in the College for reasons described in the College Bylaws, including nonpayment of chapter dues and mandatory chapter assessments, and thereby all related chapter memberships.

For proper cause other than nonpayment of dues or assessments, the Chapter may limit the rights and privileges of members at the chapter level.

Article IV

DUES AND ASSESSMENTS

Section 1- Dues

Dues for the Chapter shall be approved by the Board of Directors, subject to approval of the membership at the next annual meeting by a majority vote of legal votes cast.

Section 2- Assessments

Only the Chapter membership, by a majority of legal votes cast at the annual meeting of the Chapter, may levy Chapter assessments. The recommendation for the assessment must be communicated in writing to the membership no fewer than 30 days before the meeting.

Section 3- Arrears

Members not in good standing due to failure to pay dues, assessments, or other reason shall forfeit all rights and privileges at the chapter level.

Article V

MEETINGS OF THE MEMBERS

Section 1 – Annual and Regular Meetings

There shall be an annual meeting of the Chapter membership. Notice of such meeting shall be communicated to each member not less than ten (10) days nor more than sixty (60) days prior to the time appointed for the meeting.

Section 2 – Special Meetings

Special meetings of the Chapter may be held from time to time as determined by the Board of Directors. Notice of such meetings shall be communicated each member not less than ten (10) nor more than thirty (30) days before the time appointed for the meeting. Such notice shall include the purpose for the meeting and the methods of voting to be used at the meeting.

Section 3 – Quorum

The members of the Chapter represented at any duly called meeting of the Chapter shall constitute a quorum.

Section 4 -Notice

The Chapter must communicate notice of membership meetings in writing to all members in accordance with jurisdictional law. Meeting notices must identify all methods of voting that will be used at the meeting.

Section 5- Remote Communication Technology

Any meeting of the membership and any actions taken physically in person therein, may be conducted using remote communication technology in conjunction with any applicable jurisdictional law.

Article VI

BOARD OF DIRECTORS

Section 1 – Powers

The Board of Directors shall have supervision, control, and direction of the affairs of the Chapter, determines or changes policies within the limits of the Articles of Incorporation or the bylaws, has discretion in the disbursement of Chapter funds, and shall actively pursue the Chapter’s purposes. The Board may adopt rules and regulations for the conduct of Chapter business as are advisable and may, in the execution of the powers granted, appoint such agents it considers necessary.

The act of a majority of directors who are present at a duly called meeting, at which a quorum exists, is the act of the Board, unless the Articles of Incorporation or these bylaws require the act of a greater number.

Section 2 – Composition

The Board of Directors shall be composed of the Chapter Officers, Members-at-Large (no more than 5), resident director, and Councillor(s). All directors have the right to vote as directors.

Section 3 – Terms

Elected directors shall serve a term of two years and may serve unlimited consecutive terms. Terms begin at the end of the annual meeting.

Section 4A – Nomination and Election

The Nominating Committee shall present to the Board a list of nominees for available elected Board positions at least sixty (60) days prior to the date of the election. Nominees must be regular members in good standing. Nominations from the floor at the time of elections are allowed. Voting must be in person. A majority of the legal votes cast by Chapter members voting elects the directors. Write in votes are allowed.

Section 4B – Balloting Procedures

On individual ballots, members must cast the same number of votes as the number of positions to be filled. When more candidates receive a majority of the legal votes cast than the number of positions to be filled, the candidates with the highest vote totals are elected. When all positions are filled but one and there are three or more candidates for the sole remaining position with none receiving a majority of the legal votes cast, only the two candidates with the highest vote totals remain on the next ballot. Ties are broken by revote.

Section 5 – Meetings

The Board shall have a minimum of one meeting each year. Notice of all regular meetings of the Board of Directors must be communicated in writing or electronic communications to each member of the Board at least ten (10) days in advance of each meeting. Board meetings may be conducted by telephone conference call or other electronic medium. A majority of the Board of Directors shall constitute a quorum at any meeting of the Board. Special meetings of the Board of Directors may be called by the President or the Executive Committee on 48 hour notice with the same quorum requirements.

Section 6 – Removal

Any director may be removed from office by a three quarter vote of the legal votes cast by the members voting at any Chapter meeting. Removal must be initiated by a majority vote of the Board of Directors or a petition signed by no less than one-third of the number of members casting legal votes at the meeting at which the director was elected. Any vacancy created by removal is filled for the remainder of the unexpired term by a majority of the legal votes cast by the members at the meeting at which the removal occurred. The presiding officer shall accept nominations from the floor for any vacancy resulting from a removal.

Section 7 – Resignation

Any director may resign at any time by giving written notice to the President or to the Board. Resignation takes effect immediately or at the time specified therein.

Section 8 -Vacancies

The remaining directors, by a majority of legal votes cast by the members at a meeting called for the purpose, fills vacancies on the Board for any reason, other than vacancies resulting from a removal, for the remainder of the term.

Section 9 – Remote Communication Technology

Any meeting of the Board of Directors and any actions taken in person therein, may be conducted using remote communication technology in conjunction with any applicable jurisdictional law.

Article VII

Officers

Section 1 – Composition

The officers of the Chapter shall be the President, Immediate Past President, Vice-President and Secretary/Treasurer. The President and Vice-President shall be eligible to serve a maximum of two consecutive terms in the same office. The Secretary/Treasurer shall be eligible to serve unlimited consecutive terms.

Section 2- Nomination and Election

The Nominating Committee shall present to the Board a list of nominees for available officer positions. Nominations from the floor are allowed. Election takes place at the annual meeting and requires a majority vote of the legal votes cast by Chapter members.

Section 3- Voting as a Director

Each Officer serves on the Board of Directors and has the right to vote as a director.

Section 4- Duties

The duties of the Officers shall be as follows:

a. President
1. Shall serve as the Executive Officer of the Board.
2. Shall preside over all meetings of the Chapter membership and Board.
3. Shall be responsible for ensuring that all Chapter contracts with third parties contain a provision disclosing the fact that the Chapter is an entity separate and distinct from the College.
4. Shall be responsible for ensuring that the Chapter adheres to the policy governing the use of the mark of the College.

b. Vice President
c. Fulfill the Executive functions in the absence of the President
d. Secretary/Treasurer
e. Shall be responsible for the collection, safekeeping, and expenditure of all funds of the Chapter and for keeping accurate financial records.

Section 5 – Removal

The Chapter members at a meeting called for the purpose of removing an officer may remove any officer from office by three-fourths of the legal votes cast. A majority of the legal votes cast by the Chapter members fills, for the remainder of the unexpired term, any vacancy resulting from a removal.

Section 6 – Resignation

Any officer may resign at any time by giving written notice to the President or to the Board. Resignation takes effect immediately or at the time designated therein.

Section 7 – Vacancies

A majority of the legal votes cast by the Board fills, for the remainder of the unexpired term, any vacancy other than vacancies resulting from a removal in a Chapter officer position, excluding the office of the President, which is filled by the Vice-President, and the office of Immediate Past President. The Board may fill a vacancy in the office of the Immediate Past President at its discretion.

Article VIII

Councillors

Section 1 – Allocation

The College Bylaws determine Councillor allocation.

Section 2 – Terms

Councillors and Alternate Councillors shall serve a term of two years. Councillors may serve no more than four consecutive terms. Alternate Councillors may serve unlimited consecutive terms. At such time as the Chapter is eligible for an additional Councillor, the terms for the new Councillor shall be adjusted so that the terms of Councillors are staggered.

Section 3 – Nomination and Election

The Nominating Committee shall prepare a list of nominees for available Councillor and Alternate Councillor positions. Councillors and Alternate Councillors are elected by a majority of the legal votes cast by Chapter members. The election of Councillors and Alternate Councillors takes place at the annual meeting.

Section 4 – Removal

The Chapter members may remove a Councillor or Alternate Councillor at any chapter meeting by a majority of legal votes cast. The Board fills, for the remainder of the unexpired term, any vacancy resulting from a removal.

Section 5 – Resignation

Any councillor or alternate councillor may resign at any time by giving written notice to the President or to the Board. Resignation takes effect immediately or at the time designated therein.

Section 6 – Vacancies

The Board fills, for the remainder of the unexpired term, vacancies in Councillor or Alternate Councillor positions other than those resulting from a removal.

Section 7 – Additional Rights of Councillors

Councillors are also members of the Board of Directors.

Article IX

Committees

With the exception of the Executive Committee, the President may assign a Chapter committee as deemed necessary and appoint a committee chair committee members to it. All committee chairs are voting committee members.

The Executive Committee, chaired by the President, and composed of the President, Immediate Past President, Vice-President and Secretary/Treasurer, has the authority, when a quorum defined as a majority of committee members exists, to act on behalf of the Board between meetings of the Board. The Board at its next meeting must ratify the action(s) of the Executive Committee; failure of ratification nullifies the action(s) taken by the Executive Committee.

The Nominating Committee, chaired by member appointed by the President and composed of 3 members appointed by the President, identifies nominees for the Board, the Chapter officers, and the Councillors and Alternate Councillors unless otherwise appointed or designated.

Article X

Voting and Parliamentary Authority

Section 1- Voting

Voting by members may be conducted in person and/or by remote communication technology. Voting by remote communication technology must allow the confirmation of a voting member’s identity and presence at the time of voting. The Chapter reserves the right to conduct voting on all matters by mail vote. Proxy voting is not allowed. Absentee voting is not allowed. Voting in all matters must be in accordance with jurisdictional law.

Section 2- Voting Results

A majority vote of legal votes cast by members voting on any issue or question under consideration at any meeting will constitute an affirmative decision on the issue.

Section 3- Parliamentary Authority

When not in conflict with these bylaws, the parliamentary procedures outlined in the most recent edition of American Institute of Parliamentarians Standard Code of Parliamentary Procedure shall govern all Chapter meetings.

Article XI

Indemnification

The Chapter will, by resolution of the its Board, provide for indemnification by the Chapter of any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been directors or officers of the Chapter, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

Article XII

Approval of Bylaws and Amendments

Section 1- College Approval

These bylaws and amendments thereto do not take effect until approved by the Board of Directors of the College or its designee.

Section 2- Chapter Bylaws Amendments

The Chapter may amend these bylaws by a two-thirds supermajority vote of legal votes cast by members voting at a meeting of the Chapter, provided that the proposed amendments are communicated in writing to the membership of the Chapter at least thirty (30) days prior to the meeting.

Section 3- Submission to the College

The Chapter must submit all amendments to these bylaws to the College in a format and manner prescribed by the College no more than 30 days following the adoption of the amendments. Amendments do not take effect until submitted to and approved by the Board of Directors of the College or its designee.

Section 4- Consistency with College Bylaws

These bylaws must be consistent with the Bylaws of the College and must conform to the College’s Chapter Bylaws Guidance Documents. If amendment of the College Bylaws results in an inconsistency with the Chapter Bylaws, the Chapter must amend its bylaws within two years of written notification of amendment of the College Bylaws.

Section 5- Date of Adoption by Chapter

The Chapter adopted the latest revision to these bylaws on November 16, 2023.

Section 6- Date of Approval by College

The College most recently approved these bylaws on November 16, 2023.

Chapter Organization, Rules & Governance

OCEP Bylaws

Article I

Oklahoma Chapter of the American College of Emergency Physicians