► Article I - Title	► Article VI - Delegates	► Article X - Funds
► Article II - Purpose	► Article VII - Board of Directors	► Article XI - Indemnification
► Article III - Membership	► Article VIII - Executive Director	► Article XII - Amendments
► Article IV - Officers	► Article IX - Meetings	► Article XIII - Seal
► Article V - Committees

Amended and Restated Bylaws of
The Hartford County Medical Association, Incorporated

ARTICLE I - TITLE

Section 1. Name

Par. 1. The name of this corporation is The Hartford County Medical Association, Incorporated, hereinafter referred to as “The Association.”

Par. 2. The Association shall be governed by the American Medical Association’s Principles of Medical Ethics (appended) and these bylaws.

Par. 3. These bylaws are subject to the provisions of the Certificate of Incorporation of the Association and to the requirements of the Connecticut Revised Nonstock Corporation Act (the "Act").  Provisions of the Bylaws that are inconsistent with the Certificate or otherwise inconsistent with the Act shall be invalid.

ARTICLE II - PURPOSE

Section 1. Mission

Par. 1. The mission of HCMA is: To promote and represent high quality medical care on behalf of and through its Members; to that end, to cultivate and advance education in the art and practice of medicine; to endorse and support the highest standards of professional integrity, honor and courtesy within the medical profession; to work with the community and its representatives for the improvement of health for all people within Hartford County; and to be involved in the development of sound public policy.

Section 2. Means

Par. 1. To achieve its objective, the Association may(a) promote the study of medicine and medical research; (b) disseminate medical information to the community, both directly and through its Members; (c) encourage and provide continuing medical education for physicians and other health-care providers; (d) examine the credentials of candidates for membership; (e) join with other organizations in pursuit of its objectives; and (f) engage, subject to the foregoing limitations and those set forth in the Certificate of Incorporation of the Association, in any lawful act or activity for which a corporation may be organized under the Connecticut Revised Nonstock Corporation Act.

Section 3. Non-profit Organization

Par. 1. The Association is organized and maintained to take and hold by bequest, devise, gift, grant, purchase, lease or otherwise, either absolutely or jointly with any other person or persons or corporation for any of the purposes hereinafter set forth, any property  real, personal or mixed, or any undivided interest without limitations as to amount or value, to convey, sell or otherwise dispose of such property, and to invest, re-invest, and deal with the same in such manner as in the judgment of the Directors will best promote the purposes of The Association, subject to such limitations, if any, as are or may be prescribed by statute, but without and free from restrictions applicable to trustees or trust funds.

Par. 2. The Association is not organized or maintained for the pecuniary profit of its Members or employees. Except for reasonable compensation for services actually rendered, Members, officers, and employees are not entitled to receive any pecuniary profit from the operation of The Association.

ARTICLE III – MEMBERSHIP

Section 1. Membership Categories

Full Member

Life Member

Post Graduate Member

Student Member

Associate Member

Honorary Member

Par. 1. The Association shall consist of Full Members, Life Members, Post Graduate Members, Student Members, Associate Members and Honorary Members, all of whom shall be referred to collectively as the "Members" of  The Association.

Par. 2. HCMA members also must be members of the Connecticut State Medial Society except to allow current county-only members to maintain that designation.

Section 2. Full Members

Par. 1. Any person holding the degree of Doctor of Medicine or Doctor of Osteopathy, or its equivalent, who is licensed to practice medicine and surgery in the State of Connecticut and who resides or conducts professional activities in or near the County of Hartford, State of Connecticut, is eligible to file a formal application to become a Full Member.

Par. 2. Application requirements shall be established by the Membership Committee and be approved by The Association's Board of Directors.

Par. 3. A candidate will be accepted for Full Membership upon (1) the approval of the chair of the Membership Committee or, in his or her absence, the Secretary-Treasurer; (2) receipt of the candidate's dues in The Association's executive office, and (3) election by the Board of Directors. 

Par. 4. A candidate for Full Membership, who fails to receive approval as described in Paragraph 3, may appeal the decision to the Board of Directors.  Any candidate who fails to receive said approval and recommendation or  to be elected by the Board of Directors shall not be reconsidered for a period of one year.

Section 3. Post Graduate Members

Par. 1. Any person who holds the degree of Doctor of Medicine or Doctor of Osteopathy, who has a permit for graduate medical education from the State of Connecticut and is an intern, resident or fellow in a Hartford County hospital, may apply to become a Post Graduate Member.

Par. 2. Application requirements shall be established by the Membership Committee and be approved by The Association's Board of Directors.

Par. 3. A Candidate will be accepted for Post Graduate Membership upon the approval of the chair of the Committee on Membership or, in his or her absence, the Secretary-Treasurer,and upon receipt of the candidate's dues in The Association's executive office.

Par. 4. A candidate who fails to receive the approval of the chair, or in the absence of the chair, the Secretary-Treasurer, as described in paragraph 3, may appeal the decision to the Committee on Membership.

Par. 5. Post Graduate Members shall enjoy all the rights, duties and privileges of membership in The Association, with the exception of serving on the Board of Directors, unless otherwise specifically exempted by the Board of Directors or these bylaws.

Section 4. Student Members

Par. 1. A person whose legal or family residence is in the State of Connecticut and who is and remains a regularly enrolled student in an American Medical Association approved medical school and a candidate for the degree of doctor of medicine or doctor of osteopathy or their equivalents, as defined and accepted by the American Medical Association may apply to become a Student Member., if such person also becomes a Student Member of the Connecticut State Medical Society.

Par. 2. The applicant who desires to be a Student Member shall submit evidence to the executive office to document such enrollment and if the evidence is satisfactory, the applicant shall be made a Student Member automatically.

Par. 3. A Student Member shall not hold elective office, vote, or be entitled to participate in Association endorsed insurance programs, but shall otherwise be entitled to the benefits available to Full Members

Section 5. Associate Members

Par. 1. Any person holding the degree of Doctor of Medicine or Doctor of Osteopathy, or its equivalent, who is licensed to practice medicine and surgery in another state but resides or conducts professional activities in or near the County of Hartford, State of Connecticut, and who is not otherwise eligible for Full, Post Graduate or Honorary Membership is eligible to file a formal application to become an Associate Member. 

Par. 2. Application requirements shall be established by the Membership Committee and be approved by the Association’'s Board of Directors.

Par. 3. A candidate will be accepted for Associate Membership upon the recommendation of the chair of the Membership Committee or, in his or her absence, the Secretary-Treasurer, subject to the approval of the Board of Directors, and upon receipt of the candidate’'s dues to The Association's executive office.

Par. 4. Associate Members shall enjoy all rights, duties, and privileges of membership in the Association, with the exception of serving as a member of the Board of Directors.

Section 6. Life Members

Par. 1. A Full member who has completely retired from the practice of medicine or osteopathy and who has reached his or her sixty-fifth birthday shall be eligible for Life Membership.

Par. 2  A Full Member in good standing who becomes totally and permanently disabled shall be eligible for Life Membership.

Par. 3. Application for Life Membership based on total and permanent disability shall be addressed to the Secretary/Treasurer, who shall make a recommendation to the Board of Directors.

Par. 4. When Life Membership is granted, notification shall be sent to the Connecticut State Medical Society.

Par. 5 Life Members are not subject to Dues or Assessments and are accorded all the rights, privileges, and duties of Full Membership. Including the right to vote, to serve on Committees and to hold elective office.

Section 7. Honorary Members

Par. 1. Eminent persons who are not otherwise eligible for Full, Post Graduate, Student, Life or Associate Membership may be elected Honorary Members by the majority of a quorum of the Board of Directors.

Par. 2. Except that they shall not be eligible to vote, hold office or pay dues, Honorary Members shall enjoy all the rights, privileges, and duties of membership.

Section 8. Transfers, In-State

Par. 1. A physician who is a member in good standing of one of the seven other county medical associations in the State of Connecticut (Fairfield, Litchfield, Middlesex, New Haven, New London, Tolland and Windham) and who establishes a residence or conducts professional activities in or near the County of Hartford, State of Connecticut, may transfer membership to The Association upon the presentation to The Association’s executive office of a certificate signed by the Secretary of the county medical association from which he or she is transferring. The certificate shall state that he or she is a member in good standing and that his or her financial obligations have been paid to that association for the current year. The certificate shall be accompanied by an application for membership.

Par. 2. Upon approval of the transferring physician's application, the Membership Committee shall recommend him or her for full membership. There will be no charge for dues for the remainder of the year of transfer.

Par. 3. The candidates' election shall be governed by Article III, Section 2, Paragraphs 2-3 of these bylaws.

Section 9. Resignations

Par. 1. A Member in good standing may resign by sending notice of his or her resignation to the executive office. A resignation shall not take effect until it is accepted by the Secretary-Treasurer, who shall report such actions to the Board of Directors.

Par. 2. A former Member who reapplies for membership will be reinstated in his/her previous membership category.

Section 10. Loss of License

Par. 1. A Full Member whose license is revoked or annulled, or a Post Graduate Member whose permit is revoked or annulled in accordance with the Connecticut General Statutes shall be dropped automatically from membership thirty (30) days subsequent to said revocation or annulment unless the Board of Directors acts to defer expulsion, or in the case of a Full Member whose license is revoked or annulled, or a Post Graduate Member whose permit is revoked or annulled as a result of mental or physical illness or impairment, and who is working with, or agrees to work with the Committee on Physician Health, allows such Member to continue membership in The Association solely to allow for the continuation of medical benefits and all other membership benefits as recommended by the Committee on Physician Health. The identity of any physician who is working with, or agrees to work with the Committee on Physician Health and whose license or permit is revoked or annulled shall remain confidential. The Board of Directors shall review such cases of deferral or continued membership annually.

Section 11. Professional Review Activities

Par. 1. A Full Member or Post Graduate Member who, pursuant to the professional review procedures outlined below, is found to have breached the Principles of Medical Ethics of the American Medical Association, acted in such a manner as to cause disrepute or discredit to The Association, may be reprimanded, suspended or expelled by vote of the Board of Directors. A two-thirds vote of the Board of Directors is required to suspend or expel a Member.

(a) Any such professional review action taken, pursuant to this Section 11, by The Association or by any committee, subcommittee or panel of The Association, or by any panel appointed by The Association shall be taken only: (1) in the reasonable belief that the action is in furtherance of quality health care; (2) after reasonable effort to obtain the facts of the matter; (3) after adequate notice and hearing procedures are afforded to the physician and; (4) in the reasonable belief that the action was warranted by the facts known after reasonable effort was made to determine them.

(b) The Medical Review Committee (the 'Committee') pursuant to procedures developed in accordance with Article V, Section 12, shall decide whether to recommend to the Board of Directors that sanctions be imposed against a physician under review.  If the Committee does recommend such sanctions, the Committee shall provide the physician with a notice stating: (1) that a professional review action has been proposed and the reasons for the proposed action; (2) that the physician has a right to request a hearing on the proposed action within thirty (30) days and; (3) that the physician has rights in the hearing as outlined in subparagraph (d).

(c) If the physician exercises the right to request a hearing, such hearing will be held before a three-member panel appointed for this purpose by the President (the “Panel”). No member of the Panel shall be an individual in direct economic competition with the physician under review. The hearing will take place within sixty (60) days after the physician has been notified of the Committee's recommendation, or as soon as possible thereafter at the discretion of the Panel. The physician will receive notice of the place, time and date of the hearing at least thirty (30) days before such hearing will take place and will receive notice of a list of witnesses, if any, expected to testify at the hearing. The right to such a hearing may be forfeited if the physician fails to request the hearing in a timely manner as provided in subsection (b) of this paragraph, or fails without good cause to appear for such hearing.

(d) At the hearing the physician shall have the right to be present and to be represented by a medical colleague and legal counsel, the right to call and cross-examine witnesses, and the right to present evidence regardless of its admissibility in a court of law. The physician also has a right to have a record made of the proceeding and the right to submit a written statement at the close of the hearing.  Upon completion of the hearing, the Panel shall make a recommendation to the Board of Directors regarding sanctions to be imposed against the physician. The Panel shall make its recommendation within sixty (60) days after the close of the hearing, or as soon as possible thereafter at the discretion of the Panel. The physician has the right to receive a copy of the Panel’s writ­ten recommendation to the Board of Directors.

(e) Based on the Panel’s recommendation, the Board of Directors shall decide what disciplinary action, if any, shall be taken in relation to the physician. The Board of Directors shall render its decision regarding disciplinary action within sixty (60) days of receipt of the Panel's recommendation, or as soon as possible thereafter at the discretion of the Board of Directors. The physician is entitled to receive a written copy of the Board of Director's’ decision. 

Section 12. Appeals

Par. 1. A Member may appeal any decision resulting in reprimand, suspension, or expulsion to the Connecticut State Medical Society in accordance with the bylaws of the organization. Disciplinary action against any Member shall be held in abeyance for fifteen (15) days to allow for such appeal and, if such an appeal is made, until the appeal is decided by the Connecticut State Medical Society. 

Section 13. Expulsion

Par. 1. Expelled Members shall lose all rights and privileges including but not limited to the holding of any office or position, the right to vote and such other benefits which membership in The Association may confer. The duty to pay dues would not be required. 

Par. 2. The Board of Directors shall publish the expelled Members name and the reasons for such expulsion to the membership.

ARTICLE IV - OFFICERS

Section 1. Officers

Par. 1. The officers of The Association shall be: President, Vice President, Secretary-Treasurer, Councilor and two Associate Councilors to the Connecticut State Medical Society. All officers, except the Councilor and the Associate Councilors, shall be elected by ballot at each Annual Meeting by plurality vote. They shall serve until the next Annual Meeting.

Par. 2. The Executive Committee will consist of the President, Vice President, Secretary/Treasurer, Councilor, (2) Associate Councilors, and the outgoing President, the latter to serve one year.

Par. 3. The Executive Committee will have the power to carry out the affairs of the Association between meetings of the Board of Directors and will report its actions to the Board at its next meeting. 

Section 2. President

Par. 1. The President shall perform such duties as parliamentary usage re­quires (see The Standard Code of Parliamentary Procedure, Alice Sturgis). When the Board of Directors is not in session or cannot expeditiously be called into session and in the absence of any specific bylaw forbidding it, the President, in agreement with at least two officers of The Association, shall undertake whatever duties are necessary and reasonable to carry out the functions of The Association. The President shall report these actions at the next meeting of the Board of Directors.

Par. 2. The President shall, on behalf of the Board of Directors, supervise The Association's Executive Director. 

Section 3. Vice-President

Par. 1. The Vice-President shall assist the President in the discharge of his or her duties and in the absence of the President or upon request of the President shall assume the duties of the office of President.

Par. 2. In the event of a vacancy in the office of President, the Vice-President shall immediately succeed to that office.

Par. 3. The Vice-President shall also be the President-Elect and shall become President upon installation in the course of the Annual Meeting of The Association next following election as Vice-President.

Par. 4. In the event of simultaneous vacancies in the offices of President and Vice-President, the Secretary-Treasurer shall temporarily assume the duties of the office of President, and shall forthwith order a special meeting of The Association for the purpose of electing a President and Vice-President for the remainder of the terms. 

Section 4. Secretary-Treasurer

Par. 1. The Secretary-Treasurer shall be the recording and corresponding officer of The Association and of the Board of Directors, the custodian of records, and shall perform the duties pertaining to the office (See The Standard Code of Parliamentary Procedure, Alice Sturgis).

Par. 2. In the event of vacancy of the office of Secretary-Treasurer, a successor for the unexpired portion of the term shall be elected by majority vote of the Board of Directors.

Par. 3. The Secretary-Treasurer shall collect and hold the dues assessed by The Association and such other monies as may come into the treasury and make disbursements under the direction of the Board of Directors (see Article VII, Section 3, Paragraph 2). The Secretary-Treasurer shall be bonded in an amount to be fixed by the Board of Directors.

Par. 4. The Secretary-Treasurer shall review all letters of resignation or reinstatement to membership and accept or reject such requests. All such actions shall be reported to the Board of Directors.

Par. 5. The Secretary-Treasurer shall review, and may grant or reject, all requests for exemption from the payment of dues other than those automatically granted by these bylaws. The Secretary-Treasurer may seek the counsel of the Board of Directors. All such special exemptions shall be reported to the Board of Directors.

Section 5. Councilors and Associate Councilors

Par. 1. A Councilor and Associate Councilors, who shall serve for two years, shall be elected at the Annual Meeting of The Association in the odd numbered years. No Councilor or Associate Councilor shall serve more than three successive terms of two years each in the respective office, but after a lapse of one term of two years, such Councilor or Associate Councilor may be eligible for re-election. 

(a) In the event of a vacancy in either office, a successor shall be elected by majority vote of the Board of Directors for such unexpired portion of the term as may precede the next Annual Meeting of The Association. Any remaining unexpired portion of the term shall be filled by election by The Association at said Annual Meeting.

(b) The Councilor and Associate Councilors shall assume office immediately after their election following the Annual Meeting of the House of Delegates of the Connecticut State Medical Society.

(c) In the event that both the Councilor and Associate Councilors cannot be present at the   Connecticut State Medical Society meetings, the President may appoint a substitute.

ARTICLE V - COMMITTEES

Section 1. Standing Committees

Par 1. Except as otherwise provided in Paragraphs 11 and 12 of Section 1 of this Article V, the standing committees of The Association shall be as follows: 

(a) Bylaws Committee

(b) Communications Committee

(c) Community Health Committee

(d) Finance Committee

(e) Insurance Benefits Committee

(f) Legislation Committee

(g) Membership Committee

(h) Committee on Physician Health

(i) Third Party Payors Committee

(j) Executive Compensation Review Committee

(k) Medical Review Committee

(l) Nominating Committee

Par. 2. The President, Vice-President and Secretary-Treasurer shall, during their term of office, serve ex officio on all committees.

Par. 3. Unless otherwise specified in these bylaws, nominations for these commit­tees and their chairs shall be made by the Nominating Committee and presented to the Annual Meeting of The Association.

Par. 4. Physicians appointed to any standing committee shall be Members of The Association, unless in the opinion of the Board of Directors, a physician's expertise in an important area of interest to the committee clearly exceeds that possessed by any Association Member in good standing willing to serve.

Par. 5. Committees may invite to their meetings other persons, lay or professional, who may, by their knowledge or reputation, aid the committees in reaching decisions.

Par. 6. No member of a standing committee shall serve a term to exceed four consecutive years unless specifically provided otherwise in these bylaws.

Par. 7. Chairs of standing committees shall not serve in that capacity for more than three consecutive years unless specifically provided otherwise in these bylaws. The term as chair may be in addition to the four-year limitation noted in Paragraph 6.

Par. 8. Unless provided otherwise in these bylaws, standing committees shall consist of four to eight members, half to be elected annually to serve two-year terms, and a chair, who shall be elected annually.

Par. 9. A quorum of the Medical Review Committee, or sub-committee thereof, shall consist of four members plus the chair or designee. A quorum of all other standing commit­tees shall consist of two members plus the chair or designee.

Par. 10. Standing committees shall submit written reports to the Association when requested by the Board of Directors or deemed appropriate by the chair. 

Par. 11.  The Board of Directors may from time to time determine that one or more of the designated sanding committees is temporarily suspended by a resolution passed by a majority of the Board of Directors, and that the Chairman of the standing committees shall retain their seats on the Board of Directors for the remainder of the year to keep abreast of the activities of the Association.

Par. 12.  The Board of Directors may from time to time designate one or more additional standing committees, by a resolution passed by a majority of the Board of Directors.

Section 2. Bylaws Committee

Par. 1. The Bylaws Committee shall consider all matters concerning the bylaws, as amended, and shall review any proposed changes to the bylaws. Any changes recommended by the Committee shall be referred to the Board of Directors.

Par. 2. The Immediate Past President of the Association shall chair this Committee.  The Bylaws Committee will consist of 3 Past Presidents of the Association plus 4 other members.

Section 3. Communications Committee

Par. 1. The Communications Committee shall oversee and make available to the Members of The Association information on The Association's activities and other matters of interest.

Par. 2. The Communications Committee shall oversee communications to the public and communications media on matters of interest to The Association and the public.

Section 4. Community Health Committee

Par. 1. The Community Health Committee shall be the representative of The Association in all matters pertaining to community health information. It shall inform The Association concerning matters of community health, make information on such subjects available to Members of The Association, and shall serve as the liaison between The Association and other groups interested in improving and making available health care within the county. 

Section 5. Finance Committee

Par. 1. The Finance Committee shall advise the Board of Directors on all matters related to The Association's income, expenses, and investments. It shall annually prepare a budget, which it will submit to the Board of Directors for approval prior to The Association's Annual Meeting.

Par. 2. The Finance Committee shall consist of the Secretary-Treasurer, who will be its chair, the Vice President/President-Elect, Councilor, and two members from the membership at large, one of whom shall be elected every two years at the Annual Meeting to a four-year term. The at-large members shall serve no more than a single consecutive term. The President shall serve as an ex-officio, voting member of the Committee.

Par. 3. The Finance Committee shall review personnel policies and the resolution of employee grievances. 

Section 6. Insurance Benefits Committee

Par. 1. The  Insurance Benefits Committee shall supervise and oversee the selection and administration of all insurance coverage offered under The Association's aegis.

Par. 2. With the consultation and approval of the Board of Directors, the Insurance Benefits Committee shall be authorized by the Board of Directors to enter into contracts and/or agreements with insurance carriers and/or agents, and such arrangements shall be binding on The Association. 

Section 7. Legislation Committee

Par. 1. The function of this committee shall be to review and advise the Members of The Association concerning proposed state and national legislation pertaining to the public health, welfare and practice of medicine. The committee shall, as occasion arises, have drafted and have introduced in the General Assembly of this state or the Congress of the United States appropriate legislation for improving medical care and public health. It shall also supervise and direct the Association's program in the state legislative field and shall assist the Committee on Legislation of the Connecticut State Medical Society or an appropriate committee of the American Medical Association wherever and whenever possible.

Par. 2. Members of the Legislation Committee shall serve not longer than six consecutive years. Its chair, elected annually, shall not serve more than ten consecutive years in addition to service as a member of the Committee.

Section 8.  Membership Committee

Par. 1. The  Membership Committee shall be responsible for matters pertaining to membership development, retention, and credentialing. 

Section 9. Committee on Physician Health

Par. 1. The Committee on Physician Health shall receive reports regarding physicians who may be unable to practice with reasonable skill and safety. They shall evaluate these reports and proceed according to the protocol adopted by The Association and the State of Connecticut, Department of Public Health, (effective July 1, 1995), Division of Medical Quality Assurance dated May 3,1988, as may be amended from time to time. (“DPH Protocol.”)

Par. 2. The chair of the Committee on Physician Health may serve more than three consecutive years, subject to an annual review by the Board of Directors after the fifth year. Annually, two members will be elected for a four-year term. The chair will annually recommend the roster of members for the Committee on Physician Health to the Nominating Committee. No more than four members shall represent any one specialty.

Par. 3. The Committee on Physician Health shall protect the reputation and standing of physicians who have been reported to the Committee by observing confidentiality whenever and wherever the Committee may do so within the bounds of the DPH Protocol.

Par. 4. The Committee on Physician Health may conduct educational pro­grams to assist Association Members in carrying out their responsibility relating to physicians who are or may be unable to practice with reasonable skill and safety.

Section 10. Third Party Payors Committee

Par. 1. The Third Party Payors Committee shall gather information and assess the scope of problems Members are experiencing with third party payors, meet with representatives of various insurance companies in an attempt to resolve generic problems, consult with the insurance commissioner on issues associated with third party payors, where appropriate, and share information with Members about issues relative to third party payors.

Par. 2. The Committee will avoid engaging in fee discussions with any third party payor. 

Section 11. Executive Compensation Review Committee

Par. 1. The Board of Directors shall appoint five (5) members of the Board to form the Executive Compensation Review Committee. The President shall serve as the committee chair.

Par. 2. The Committee shall approve the Executive Director’s annual goals and objectives and receive reports as to the progress made in accomplishing them.  The Committee shall recommend to the Board of Directors of the Association any increase or change in salary or other compensation or fringe benefits paid or provided to the Executive Director, and the Board of Directors of  the association shall in turn forward its recommendation to the Board of Directors of Medserv of Connecticut, Inc. (hereinafter referred to as “Medserv”) pursuant to the provisions of Article VII, Section 4 below.

Par. 3. The Committee shall receive reports from the Executive Director concerning the salaries, compensation and fringe benefits paid to the staff and employees of Medserv.  The committee shall recommend to the Board of Directors of  the Association any increase or change in salary or other compensation or fringe benefits paid or provided to the staff and employees of Medserv, and the Board of Directors of the Association shall in turn forward its recommendation to the Board of Directors of Medserv for Medserv’s Board of Directors’ subsequent review and action.

Section 12. Medical Review Committee

Par. 1. The Medical Review Committee shall engage in peer review as defined in Section 19a, - 17b Paragraph 4 of the Connecticut General Statutes and any successor statute thereto, i.e.:  To gather and review information relating to the care and treatment of patients for the purposes of: (1) evaluating and improving the quality of health care rendered; (2) reducing morbidity or mortality and; (3) establishing and enforcing guide­lines designed to keep within reasonable bounds the cost of health care.

The Medical Review Committee shall review complaints and inquiries brought by the public, Members, or institutions, or any substantiated information regarding medical care, or the efficacy of services ordered or performed by physician members in Hartford County. It shall also have responsibility to determine whether a Member has breached the Principles of Medical Ethics of the American Medical Association or has acted in such a manner as to bring disrepute or discredit to The Association. It shall also educate Members of The Association about their responsibilities in these areas.

Par. 2. The Medical Review Committee shall consist of ten members and a Chair.  The Committee shall develop procedures subject to approval of the Board of Directors, relating to the investigation and resolution of any complaint received against a Member physician that relates to the professional conduct, ethical practices of the physician. If, pursuant to those procedures, the Medical Review Committee recommends to the Board of Directors that sanctions be imposed against the physician, the notice and hearing provisions outlined in Article Ill, Section 11, Paragraph 1 shall be followed. 

Section 13. Nominating Committee

Par. 1. No later than June 30^th, subject to the Board of Directors confirmation, the President shall appoint eight Full Members to form the Nominating Committee and notify its members by letter.  The Vice President/President-Elect will be its chair.  No more than two members with the same hospital affiliation may be appointed to the Committee.

Section 14. Other Committees

Par. 1. The Doctors Malpractice Insurance (DOMAIN) Trust's Board of Trustees, and Insurability and Claims Review Committee, shall be special committees of The Association which shall engage in peer review, as defined in Chapter 368a, 19a-17b (iv) of the Connecticut General Statutes, as required in its trust document. The President of The Association, in consultation with the Board of Directors, shall make appointments to DOMAIN's committees when required. The DOMAIN Insurability and Claims Review Committee shall report its activities to DOMAIN's Board of Trustees which in turn will report to HCMA's Board of Directors.

Par. 2. Other special committees may be appointed by the Board of Directors, or elected by The Association whenever necessary. Physicians appointed to such special committees shall be Members of The Association unless, in the opinion of the Board of Directors, a physician’s expertise in an important area of interest to the Committee clearly exceeds that possessed by any Association Member in good standing, who is willing to serve. Such committees shall make written reports to the Board of Directors as requested by the Board or when deemed appropriate by the Commit­tee chair. 

ARTICLE VI - DELEGATES

Section 1. House of Delegates

Par. 1. By virtue of their offices, all members of the Board of Directors who are members of the Connecticut State Medical Society shall be Delegates of the Connecticut State Medical Society.

Par. 2. Annually there shall be elected to serve for one year a sufficient number of Delegates to fill the quota to which The Association is entitled under the bylaws of the Connecticut State Medical Society.

Par. 3. Annually there shall be elected to serve for one year a number of Alternate Delegates equal to the total number of Delegates to which The Association is entitled under the bylaws of the Connecticut State Medical Society.

Par. 4. For the purposes of enrollment all Delegates and Alternate Delegates must have been Members of The Association and the Connecticut State Medical Society for at least two years immediately preceding the session of the house in which they are to serve.

Par 5. For the purposes of enrollment at any meeting of the House of Delegates, such of the Delegates designated in accordance with Paragraphs 1 and 2 of this section as are members of the House of Delegates, by virtue of being officers or members of the Council of the Connecticut State Medical Society, shall not be listed as county Delegates. In their place, the Board of Directors shall elect from among the Alternate Delegates a sufficient number of Delegates to fill the quota to which The Association is entitled under the bylaws of the Connecticut State Medical Society. Such Board‑elected Delegates shall revert to the status of Alternate Delegates at the adjournment of the meeting of the House of Delegates for which the Board elected them.

Par. 6. Any Delegates elected in accordance with Paragraphs 1 or 2 of this Section who cannot attend a House of Delegates meeting shall select from among the Alternate Delegates, elected in accordance with Paragraph 3 of this Section, an Alternate to attend said meeting and shall cause this action to be reported to the President of The Association. In lieu of this, the President may make such selection.

Par. 7. The Delegates and Alternate Delegates to the House of Delegates shall be governed by Article V of the bylaws of the Connecticut State Medical Society. 

ARTICLE VII - BOARD OF DIRECTORS

Section 1. Membership 

Par. 1. By virtue of their offices, the following shall be voting ex officio members of the Board of Directors: President, Vice-President, Secretary-Treasurer, Councilor, Associate Councilors, and the chairs of all standing committees. The President shall be the presiding officer of the Board.  In addition, the immediate past president shall serve for one year as a voting ex officio member of the Board of Directors.

Par. 2. There shall be one Director-at-Large for each two hundred (200) Members on the membership rolls as of December 31 of the previous year in addition to those named in Paragraph 1. They shall be elected at the Annual Meeting to serve until the next Annual Meeting.

Par. 3. The Board of Directors shall have the power, upon recommendation by a panel pursuant to the Association's professional review procedures, to reprimand, suspend or expel a Member.

Par. 4. With the exception of the officers, as defined in Article IV, Section 1, paragraph 1, and the immediate past  president, no member of the Board shall serve for more than six consecutive years. 

Section 2. Meetings

Par. 1. The Board of Directors shall meet at least every two months throughout the year, except during the months of July and August. A meeting may be called at any time by the President or upon petition of three Directors. A majority of the Board of Directors shall constitute a quorum at these meetings.

Par. 2. The Board of Directors shall meet with the Delegates to the House of Delegates of the Connecticut State Medical Society prior to each regular or special meeting of that House for the purpose of discussing the business which is expected to come before the House.

Section 3. Duties

Par. 1. The Board of Directors shall have the power to act for The Association between the regular meetings of that body and shall report such actions to The Association at its next meeting.

Par. 2. The Board of Directors shall be responsible for the supervision and direction of The Association's financial affairs. It will submit to The Association an annual budget.

Par. 3. With the exception of the officers, as defined in Article IV, Section 1, Paragraph 1, and the immediate past President, no member of the Board shall serve for more than six consecutive years.

Par. 4. Unless otherwise specified in these bylaws, in the event a vacancy occurs in any elective office or elective position, the Board of Directors shall appoint a successor to fill the vacancy for such unexpired portion of the term as may precede the next Annual Meeting of The Association; any remaining unexpired portion of the term shall be filled by election of The Association at said Annual Meeting.

ARTICLE VIII – EXECUTIVE DIRECTOR

Section 1. Employment

Par. 1. The Association shall have an Executive Director, who shall be an employee of Medserv.  The Executive Director shall be responsible for the overall administrative management of the Association, and shall implement policy as the same may be set from time to time by the Board of Directors of the Association.  Additional duties may be defined by the Board of Directors on an ongoing basis and from time to time.

Par. 2. The Board of Directors of Medserv shall have the sole power and authority to appoint, hire, oversee, discipline or remove the Executive Director.  The Board of Directors of Medserv shall annually review the performance and the terms and conditions of the Executive Director’s employment.  The Board of Directors of the Association upon recommendation from the Compensation Committee shall annually submit a performance evaluation to the Medserv Board of Directors and shall submit salary, compensation and fringe benefit recommendations to the Medserv Board of Directors.  The Association recognizes that the employment and compensation of the Executive Director is solely determined by MedServ, of which the Association is an equal member together with the New Haven County Medical Association.

Par. 3. The Executive Director shall be a non-voting ex officio member of all committees.

ARTICLE IX- MEETINGS

Section 1. Meetings

Par. 1. Unless otherwise ordered by the Board of Directors, one Annual meeting shall be held each year in the Fall.

Par. 2. Special meetings may be called by order of the President or by vote of the Board of Directors or by petition of ten percent of the voting Members of The Association. A call for a special meeting shall state the object of the meeting. No business other than that stated in the call for the special meeting may be transacted.

Par. 3. Five percent of the voting Members of the Association shall constitute a quorum for the following actions: (a) amendment of the Certificate of Incorporation; (b) amendment of the Bylaws; (c) election of officers, delegates, and directors; and (d) approval of a merger, dissolution, or sale of substantially all of the assets of the Association.

Par. 4. No address or paper presented before The Association except those of the President and invited guests shall occupy more than 15 minutes, and no Member shall speak longer than 3 minutes or more than once on any subject except by unanimous consent of those present.

Par. 5. The Standard Code of Parliamentary Procedure, Alice Sturgis shall govern The Association in all matters to which they are applicable when not inconsistent with the bylaws.

Par. 6. All resolutions to be considered as regular business at any annual meeting of The Association must be received in the Executive Office at least 5 weeks before the meeting date at which they are to be considered. All which are received in the Executive Office not later than 3 working days before the opening of the meeting shall be distributed to those Members present at the meeting.  Resolutions which are received later than 3 working days before the opening of the meeting, to be considered, will have to be delivered orally by the resolution’s presenter.

Par. 7. All resolutions which qualify for consideration as regular business may be accepted for consideration by a majority vote of the Members present and, if so accepted, shall be referred at once by the presiding officer to a standing or special committee. Such committee shall consider resolutions referred to it and shall report with recommendations for action to the membership at the next annual meeting of The Association.

Section 2. Order of Business

Par. 1. The order of business shall be determined by the President, in consultation with other officers.

Section 3.  Mail Ballots

Par. 1. Members may vote by mail ballot on matters submitted by the Board of Directors, including any matter that may otherwise be voted upon at the Annual Meeting, as provided by Connecticut General Statutes for the return of ballots, and provided that the quorum requirement is met by the casting of sufficient votes as would constitute a quorum were those voting present at a meeting.

ARTICLE X - FUNDS

Section 1. Funds

Par. 1. The fiscal year shall be from January 1 to December 31, inclusive.

Par. 2. The annual membership dues shall be levied by the Board of Directors for the next fiscal year at the Annual Meeting and shall be transmitted to the membership by the Secretary‑Treasurer, or a substitute appointed by the Board.

Par. 3. Candidates elected to Full Membership after June 30 of any year shall be assessed one-half the annual dues for the current year.

Par. 4. All non-budget items appropriating funds of the Association shall be referred to the Board of Directors.

Par. 5. The current year's dues of any Member may be remitted by the Secretary-Treasurer who shall report such actions to the Board of Directors.

Par. 6. All dues are payable January 1 of the current year. A Member is delinquent if dues are not paid by April 30 of the year for which dues are prescribed and shall forfeit membership in The Association upon failure to pay the delinquent dues within 30 days after notice of delinquency has been mailed to the Member's last-known address by the executive office of The Association.

Section 2. Fidelity Bonds

Par. 1. The Board of Directors shall prescribe and provide at the expense of The Association proper fidelity bonds for officials of The Association and other persons responsible for the receipt, custody and disbursement of funds belonging to The Association.

ARTICLE XI - INDEMNIFICATION

Par. 1. The Association will indemnify any present or former directors, officers, employees, or agents who are or have been engaged in Association business through service as members of committees, officers, or other officials of the staff of the Association for expenses and costs, including attorney s fees, actually and necessarily incurred by them in connection with the defense or settlement of any pending or threatened action, suit or proceeding to which they are made a party by reason of their being or having been such official, except to matters as to which they will be finally judged to be liable of willful misconduct amounting to bad faith. Expenses which may be indemnifiable incurred in defending an action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors, upon written agreement by or on behalf of the Board of Directors, officer, employee or agent, or their legal representative to repay such amount if they are later found not entitled to be indemnified by the Association as authorized in this section. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Certificate of Incorporation, these Bylaws, the Connecticut Revised Nonstock Corporation Act, or under an agreement or vote of the Board of Directors or the Executive Committee, insurance purchased by the Association or otherwise.

ARTICLE XII- AMENDMENTS

Section 1. Amendments

Par. 1. The Bylaws may be amended at any meeting of the Members duly called, or by mail ballot, provided that a copy of any proposed amendment has been provided to the Members with the notice of such meeting or with such ballot, no less than ten (10) nor more than sixty (60) days prior to the date required for the casting of a vote on such amendment, and provided, further that the quorum requirement is met (for a meeting, by attendance in person or by proxy; for a ballot, by the casting of sufficient votes as would constitute a quorum were those voting present at a meeting).  The vote required to effectuate an amendment shall be: five percent of the Members entitled to vote thereon and present in person or by proxy at a meeting duly called, and for which a quorum is present; or five percent of the Members entitled to vote thereon and casting their ballots in a mail ballot that meets the quorum and notice requirements.  An amendment or new bylaws may be proposed at any meeting of The Association and shall be read by the presiding officer or designee and referred to the Board of Directors for its recommendations at the next annual meeting of The Association.

Par. 2. The Certificate of Incorporation may be amended as provided herein for amendment of the Bylaws, provided, however, that no amendment of the Certificate shall be effective until recommended or approved by the Board of Directors.

Par. 3. To the extent that any provision of these Bylaws is inconsistent with the Certificate of Incorporation of the Corporation, the provisions of the Certificate of Incorporation shall prevail.

Par. 4. Amendments may be proposed by the Board of Directors to the membership or may be proposed by one or more Members, without regard to Section 2, Paragraph 1, of Article V, provided, however, that amendments proposed by Members must be received in the Executive Office at least 5 weeks before the meeting date at which they are to be considered.  The notice requirements of this Article shall apply notwithstanding and in lieu of any notice requirements set forth in Article IX.

ARTICLE XIII - SEAL

Section 1. Seal

Par. 1. The seal of The Association shall be in such form as may be adopted by the Board of Directors.

Revised October 2008