Indiana Urologic Association, Inc.

ByLaws

April 28, 2007

“The masculine pronoun refers to both feminine and masculine and herein is used for convenience.”

Article I — Membership

SECTION 1— Categories

The categories of Membership in IUA shall consist of the following:

1. Active Members;
2. Affiliate Members;
3. Candidate Members;
4. Honorary Members.

SECTION 2 — Active Members

(a) Qualifications:

1. Satisfactory completion of an approved urology residency program.
2. An unrestricted license to practice medicine in Indiana.
3. Practice limited to Urology.
4. Must practice Urology in Indiana.

(b) Requirements:

1. Completion of an application form and deposit of an initiation fee
2. Favorable review by the Board of Directors. Note: The Board of Directors may waive any specific qualification or requirement when warranted by special circumstances of applicants.

(c) Waiver: The Board of Directors may waive any specific qualification or requirement which it considers justified.

SECTION 3 — Affiliate Members

(a) Requirements

1. Physicians in related fields of medicine and science who cannot qualify for Active Membership;
2. Non-physicians who, by their professional or personalaccomplishments have contributed significantly to medicine in general or the specialty of urology in particular;
3. Good reputation and judgment;
4. A willingness to participate in and properly discharge those responsibilities assigned by IUA
5. Completion of Membership Application

(b) Affiliate Members shall have no right to vote or hold office.

SECTION 4 — CandidateMembers

(a) Requirements:

1. Completed Application for Membership;
2. Graduation from an acceptable medical school with receipt of a Doctor of Medicine degree or an equivalent degree.
3. Enrollment in a residency program credentialed by the Accreditation Council for Graduate Medical Education ( acgme) or other advanced training that will lead to urology board certification.
4. Enrollment in a urology fellowship program credentialed by the Accreditation Council for Graduate Medical Education (ACGME) or other recognized urology credentialing body.
5. Good reputation and judgment; and
6. A willingness to participate in and properly discharge those responsibilities assigned by IUA.

Candidate Members shall have no right to vote or hold office.

SECTION 5 — Honorary Members

(a) Honorary Member is that category of Membership consisting of Practitioners who are not active in IUA and who are honored by the emeritus position. These may be Practitioners who are retired from the practice of medicine, who are of commendable position, or who have contributed significantly to the purposes and objectives of IUA.

(b) Requirements:

1. Nominees shall be recommended by at least three (3) Active Members; and
2. Approval of the Board of Directors shall be necessary before presenting these nominees to the Members.

(c) Rights:

1. Honorary Members shall be exempt from the payment of initiation fee, dues and assessments; and
2. Honorary Members shall have no right to vote or hold office.

SECTION 6 — Membership Procedure

(a) An Applicant, who has fulfilled the qualifications and requirements of the Membership category in which he applied or is nominated, and is approved by the Board of Directors of IUA, shall be elected if he receives a simple majority vote of the Members present and voting at the Annual Business Meeting.

SECTION 7 — Rights And Duties of Membership

Upon notification of election to Membership, the Member:

1. is entitled to receive the latest available copy of Bylaws and the Directory of membership upon request;
2. is responsible for the dues and assessments commensurate with his category of Membership as described in these Bylaws;
3. shall receive an appropriately inscribed certificate of Membership; and
4. is entitled to one vote except as limited by these Bylaws.

SECTION 8 — Publication of Names

The names of applicants for Membership which have been approved by the Board of Directors shall be available to the Membership prior to the Annual Business Meeting.

SECTION 9 — Voting

All Active Members are entitled to a single vote for all matters upon which Membership voting is permitted but no other category of Member shall be entitled to any voting rights except as permitted by these Bylaws. All votes must be cast in person or by written proxy.

SECTION 10 — Resignation

Any Member in good standing may resign by filing a written resignation with the Board of Directors not less than thirty (30) days prior to the projected date of his resignation.

SECTION 11 — Reinstatement

Any request for reinstatement shall be considered by the Board of Directors. Reinstatement shall require an affirmative vote of the Board of Directors.

Article II — Meetings

SECTION 1 — Annual BUSiness Meeting

The Annual Business Meeting of Members for the transaction of such business as may be properly brought before the Membership shall be held at a location designated by the Board of Directors and at such time as specified in the Notice of Meetings.

SECTION 2 — Special Meetings

Special Meetings of the Members may be called by either the President, a majority of the Board of Directors, or by a group of Members constituting not less than thirty percent (30%) of the votes entitled to be cast at such meeting.

SECTION 3 — Place of meetings

All the meetings shall be held (except or otherwise required by law) at any place designated in the Notice of the meeting.

SECTION 4 — Notice of Meetings

Written or printed Notice in accordance with Article II hereof, stating the place, date and hour of any meetings; not less than thirty (30) days before the date of such meeting. In the case of a Special Meeting, the purposes for which the meeting is called shall be delivered not less than fifteen (15) days before the date of such meeting. Notice shall be served either personally or by mail, at the direction of the President or the Secretary, or the Officers or persons calling the meeting.

SECTION 5 — Written consent

Any action required by law to be taken at a meeting of the Members, or any other which may be taken at a meeting of Members, may be taken without a meeting if they consent in writing, setting forth the action so taken and shall be signed by all of the Members entitled to vote in respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any article or document filed with the Secretary of State under the General Not-For-Profit Corporation Act of Indiana.

SECTION 6 — Quorum

The members registered and eligible to vote who are present at the Annual Business Meeting and at any Special Meetings shall constitute a quorum for such meetings, and, unless otherwise specifically required by these Bylaws or applicable law, the vote of a majority of such members shall be required to approve any action at such meeting. The act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the Membership, except as otherwise provided by law, the Articles of Incorporation or these Bylaws. If the absence of a quorum is determined, the meeting is adjourned. At each such meeting of the Members, the President or, in his absence, the President-Elect, shall act as Chairman of the meeting. The Secretary of the Board of Directors shall serve as secretary of the meeting. In the absence, the Chairman of the meeting shall appoint a secretary of the meeting.

Article III — Officers

SECTION 1 — NUMBER

The officers of the Board and of IUA shall be the President, the President-Elect, the Immediate Past-President, the Secretary/Treasurer and such other officers and assistant officers as may be elected or appointed by the Board.

SECTION 2 — Qualifications

Officers must be Active Members at the time of the nomination and election and must retain such status in good standing during their term of office. Failure to maintain such status shall immediately create a vacancy in the office involved.

SECTION 3 — Election of Officers and term of office

One or more names must be submitted in nomination for each office subject to the election prior to the Annual Business Meeting. All voting will occur at the Annual Business Meeting and must be placed in person by those persons entitled to vote or by written proxy giving authority to a member present to vote in your proxy. A simple plurality will elect a person to an officer position. Each officer shall hold office until his successor shall have been duly elected and/or appointed unless he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights. The President, and President-Elect serve one two-year term running through the period beginning with the Annual Business Meeting electing said officer to the following next Annual Business Meeting or until a successor has been chosen. The Secretary/Treasurer is elected to a three-year term running through the period beginning with the Annual Business Meeting to the next Annual Business Meeting of three years or until a successor has been chosen. The President-Elect shall assume the presidency position without standing election as provided herein.

SECTION 4 — NOMINATIONS

The nominations will be made by a Nominating Committee of Active Members appointed by the President. Additional nominations may be made from the floor at the time the formal nominations are submitted by the Nominating Committee.

SECTION 5 — Removal of Officers

Any officer may be removed temporarily by the Board, subject to final action by a simple majority vote of the Membership at a Special Meeting to be promptly held, whenever in the best judgment of the Board that IUA shall be served thereby.

SECTION 6 — PRESIDENT

The President shall be the principal executive officer of IUA and shall in general, supervise and control all business and affairs of IUA, subject to any directions of the Board. The President shall preside at all Meetings of Members and of the Board of Directors, except as otherwise specified. The President shall serve as Chair of the Board of Directors and shall be an ex-officio member of each committee.

SECTION 7 — President-Elect

The President-Elect shall, in the absence of the President, perform the President’s duties and shall perform such other duties as may from time to time be assigned to the President-Elect by the President or by the Board. The President-Elect, after serving two years in this office, shall be elevated to the office of President automatically without again standing for election.

SECTION 8 – Secretary/Treasurer

The secretary shall:

(a) keep the minutes of all meetings of members and of the Board with or without professional assistance as needed;

(b) see that all notices are duly given in accordance with the provision of these Bylaws or as required by law;

(c) be custodian of the corporate records and of the Seal of IUA and see that the Seal of IUA is affixed to all documents, the execution of which on behalf of IUA is duly authorized under the provision of these Bylaws;

(d) keep a register of the Post Office addresses of each Member which shall be furnished to the Secretary by such Members;

(e) review and present applications for Membership;

(f) be responsible for minutes of each committee;

(g) review and present appropriate data pertaining to any application, election or rejection of applicant, transfer or change in classification and dates thereof; and

(h) in general, perform all duties incident to the office of the Secretary and such other duties as may from time to time be assigned to his by the President or the Board.

(i) have custody of and be responsible for all funds and securities of IUA, receive and give receipts for monies due and payable to IUA from any source and deposit all such monies in the name of IUA in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws;

(j) make a quarterly report on the financial status of IUA showing accounts receivable, accounts payable, and balances on hand (he may use appropriate professional accounting assistance in preparing this report as deemed appropriate and necessary);

(k) in general, perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or Board;

(l) keep a ledger and an alphabetical listing of all Members, indicating the state of their accounts with IUA and provide same to the Board for inspection at any time for any reason; and

(m) send statements for the following year and for any assessments that have been ordered by IUA.

The Board of the Directors may require the Secretary/Treasurer to give a bond for the faithful discharge of his duties in such sums and with such surety or sureties as the Board shall determine.

The Secretary/Treasurer shall hold Office for a term of three years.

SECTION 9 — Immediate Past President

The Immediate Past President shall be an observer and advisor to the President and an ex-officio Member of all Committees. The Immediate Past President shall assist in ensuring an orderly transition from one term to the next.

SECTION 10 — Delegation

Officers, from time to time and at their discretion, following approval by the Board, may delegate to appropriate staff Members the performance of any of their duties.

SECTION 12 — EXECUTIVE DIRECTOR

The Executive Director shall be the Chief Administrative Officer of the Society and shall report directly to the Board of Directors of which he shall be an ex officio, non-voting member. The Executive Director need not be a physician nor a member of the Society. The Executive Director shall have the authority and ultimate responsibility to carry out all policies and programs of the Section within the framework of the budget and subject to the direction of the officers and the Board of Directors. The Contract with the Executive Director will be reviewed and executed annually, and is approved subject to a simple majority vote of the Board of Directors.

Article IV — Board of DIRECTORS

The Board of Directors, herein afterward known as the Board, shall consist of the Executive Committee, the Chairpersons of the Standing Committees, the Chairperson of the Health Policy Council, the Section Representative to the Board of Directors of the AUA and at least one (1) Director or one (1) Alternate from each state or territory of the Section in which ten (10) or more Active or Senior Members reside. States or territories in which more than one hundred (100) Active or Senior Section Members reside shall have an additional Director and Alternate for each one hundred (100) Active or Senior Members or fraction thereof. Members of the Board must be Active Members of the Section and of the AUA.

SECTION 1 — Qualifications

The affairs of the IUA shall be managed by the Board of Directors. The Board of Directors shall consist of the Officers, the Indiana representative to the North Central Section (NCS) Board of Directors, the Chairperson of the Nurse Practitioner/Physician Assistant (NP/PA) section , the Treasurer of North Central Section of the American Urological Association when that representative resides in Indiana, the NCS Representative to the American Urological Association when that Representative resides in Indiana and three (3) members-at -large who shall be selected by election by and from the Members and representing areas of Membership of the IUA as set forth hereafter. The Board shall be comprised of four (4) officers:

(1) President;
(2) President-Elect;
(3) Immediate Past-President;
(4) Secretary/Treasurer

The remaining three (3) Members of the Board of Directors shall consist of (3) Active Members elected at-large from the Membership.

The Chairperson of the Nurse Practitioner/Physician Assistant (NP/PA) shall be elected among Affiliate Members elected at-large from the Affiliate Membership.

The Past Presidents, excluding the Immediate Past President, will be ex-officio members of the Board of Directors without a vote.

SECTION 2 — Election and Term of Office of Directors

Secretary/Treasurer. The Secretary shall hold office for a term of three years for which elected and may be re-elected for a maximum of one successive term only.

Officer Directors. The remaining Officer-Directors shall assume succession to the next officer Position described herein unless vacated or otherwise filled by the Board of Directors. The President-Elect shall hold the office for one two-year term and at the expiration of that two-year term, the President-Elect shall assume the office of President. The President shall hold office for one two-year term and at the expiration of that two-year term, the President shall assume the office of Immediate Past-President.

Non-Officer Directors . The three (3) non-Officer Board of Directors shall hold office for a term of one year and at the expiration of that one year term, the Directors will be classified into two classes. At the first Annual Business Meeting of the Members, the successors to the initial Directors will be elected by the Members as follows: The Directors in Class One shall be elected for a term of one year; the Directors in Class Two shall be elected for a term of two years. Thereafter at each Annual Business Meeting of the Members, the successors to the Directors of the Class whose term expires in that year shall be elected for a two-year term. Each Director shall hold office until the expiration of the term for which elected and until the successor has been elected and qualified. The Directors may be re-elected for one successive term only unless an initial one year Director of Class One.

The Chairperson of the Nurse Practitioner/Physician Assistant (NP/PA) section shall be elected for a term of three years.

The terms of those ex-officio positions including the Indiana Representative to the NCS Board of Directors, The NCS Treasurer, and the NCS Representative to the AUA Board of Directors terms are mandated by those society Bylaws.

SECTION 3 — NOMINATION

The Nominating Committee shall, tender a slate of nominees to the Membership at the Annual Business Meeting for each vacancy to be filled and submitted to the membership. In addition, Active Members shall be permitted to submit additional nominees prior to election. In the event more than one person is nominated, voting shall occur by written ballot.

SECTION 4 — RESIGNATIONS AND REMOVAL OF DIRECTORS

(a) Resignation. Any Officer may resign at any time either by oral tender of resignation at any meeting of the Board of Directors or by oral tender to the President or by giving written notice to the Society. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.

(b) Removal From Office. Any or all of the Officers may be removed at any time for cause by vote of two-thirds of the Directors present and entitled to vote at a duly called meeting of the Board of Directors. All members of the Board of Directors have a duty of regular attendance at Board Meetings. Two absences from such meetings, except under extraordinary circumstances of such a nature as to satisfy a majority of other members of the Board of Directors, shall operate as an automatic resignation from the Board for the remainder of that Directors term of office.

SECTION 5 — Vacancies

Vacancies may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director within specified guidelines. The term of the replacement Director is to run until the next Annual Business Meeting.

SECTION 6 — B OARD OF DIRECTORS MEETINGS

The Board of Directors shall meet at least once annually as directed by the President.

SECTION 7 — Special Meeting

A Special Meeting of the Board may be called by or at the request of the President or any two (2) Board Members.

SECTION 8 — Notice of Special Meeting

Notice of a Special Meeting shall be given at least five (5) days previously thereto. Any Board Member may waive his notice of any meeting. Attendance of a Board Member at any meeting shall constitute a waiver of notice of such meeting, except where a Board Member attends a meeting for the express purpose of objecting to the transaction of any business because a meeting is unlawfully called or convened. The business to be transacted or the purpose of any meeting of the Board need not be specified in the notice of such meeting, unless specifically required by law, the Articles of Incorporation or these Bylaws.

SECTION 9 — ACTION WITHOUT A MEETING

Any action required by law to be taken at a meeting of the Board or any other action which may be taken at a meeting of the Board, may be taken without a meeting, if the motion is presented in writing, setting forth the action so taken, and further signed by all of the Board Members entitled to vote in respect of the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any Articles or document filed with the Secretary of State under the General Not-For-Profit Act of Illinois.

SECTION 10 — Quorum

The number of members of the Board constituting a quorum for the transaction of business at any meeting shall be five (5). If less than a quorum of the Board Members is present, a majority of the Board Members present may adjourn the meeting.

SECTION 11 — Manner of Acting

The act of a majority of Board Members present at a meeting at which a quorum is present shall be the act of the Board, except for otherwise provided by law, the Articles of Incorporation or these Bylaws.

Article V — Committees

Committee Chairpersons shall be appointed by the President unless otherwise specified orapproved by a majority of the Members of the Board of Directors or provided by these Bylaws.

SECTION 1 — Standing Committees

All Standing Committees shall report all activities and make appropriate recommendations to the Board of Directors at least annually and shall present reports to the Membership at the Annual Business Meeting when requested to do so. A Member may not continuously serve on a particular committee for more than four (4) years. Only Active Members in good standing shall be eligible for nomination, election and for appointment to committees, unless otherwise set forth in the Bylaws. Standing Committee chairs may vote with the Directors on issues pertaining and addressed by their individual committees. The Chair of said committee may designate a representative if unable to attend Board of Directors meetings. The Standing Committees are as follows:

1. Membership Committee. The Membership Committee shall consist of the Secretary of the Corporation, serving as Chair, and two other IUA Members . It should have the responsibility of reviewing and approving the qualifications of applicants for membership in IUA; and for the removal of membership in IUA. It should have the authority to address and recommend a final resolution of these matters and to interpret and enforce the application criteria identified herein.
2. Bylaws Committee. The Bylaws Committee shall consist of the Immediate Past President of the Corporation, serving as Chair, and other members as he feels necessary.
3. Nominating Committee. The Nominating committee shall consist of the Immediate Past President of the Corporation, serving as Chair and the two most recent past-presidents when that option becomes applicable. Until such time, the nominating committee will consist of the Past-President who will request suggestions for nominations by mail or e-mail from the membership in general. The Nominating Committee should have the authority to gather nominations for election to the position of Officer or Board of Directors and appointment to a Standing or Special Committee.
4. Program Committee. The Program Committee will consist of three members; the Chairperson, Immediate Past Chair and one member selected by the Chairperson for a period of one year. The chairperson shall be selected by the President upon his assuming office from among experienced members of the Society. The functions of the Program Committee are to plan and organize the scientific meetings of the Society; plan and organize the social programs of the Society’s meetings; plan other scientific programs as needed and appropriate.

SECTION 2 — SPECIAL COMMITTEES

A Special (Ad Hoc) Committee may be authorized by the Board of Directors to perform specific duties or carry out assigned functions. Any such Committee shall report periodically and upon the completion of their assignment to the Board of Directors.

Article vi — Dues and assessments

SECTION 1 — Fiscal Year

The fiscal year of IUA shall date from January 1st each year.

SECTION 2 — Annual Dues

1. The Annual Dues shall be set each year by the Board of Directors.
2. The Annual Dues are payable in advance of the commencement of each fiscal year. A Member not having paid his dues by May 1st, shall be in arrears and may, at the discretion of the Board of Directors, be suspended from Membership if not paid current within one year.

SECTION 3 — Special Assessments

1. Special Assessments for specific reasons may be voted by the Members upon recommendation of the Board of Directors.
2. A Special Assessment is payable within sixty (60) days following notification of the Members of such assessment.

Article VII — resignation and reinstatement

SECTION 1 — Resignation

A Member in good standing may resign from the Association by written notice. Such requests shall be approved by the Board of Directors, providing the Secretary and Treasurer attest to the Member’s good standing.

SECTION 2 — Reinstatement

A request for reinstatement following resignation by a Member shall be sent to the Secretary. Such requests shall be considered by the Board of Directors, and reinstatement shall require an affirmative vote of a majority of the Board of Directors.

Article VIII — Discipline

SECTION 1

All matters of discipline concerning Members shall be prescribed by the Board of Directors.

SECTION 2

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

SECTION 3 — Procedure

1. Upon request of the Board of Directors, the Secretary shall secure statements in writing from the Complainant and the Member pertaining to the matter in question;
2. The Secretary shall request the Member to appear before the Board of Directors during an official session to answer the charges brought against him. Such notification with the specific charges, shall be writing at least fifteen (15) days prior to the date of the meeting and shall be sent by registered mail requiring a return acknowledgment of receipt of the notice;
3. If the accused Member wishes, he may have the counsel of two other Members during the hearing; and
4. By a two-thirds (2/3) majority vote, the Board of Directors may reprimand, suspend or expel any Member of the Association for:
   1. Violation of the Articles of Organization and/or Bylaws,
   2. Unethical professional conduct; or
   3. The conviction in a court of law of a statutory crime or a crime evincing moral turpitude.

Article IX — rules of order

Robert Rules of Order, current edition, shall govern the proceedings of the Organization unless provided for in these Bylaws.

ARTICLE X — AMENDMENTS

The Bylaws may be amended or repealed and new Bylaws adopted upon the recommendation by the Bylaws Committee and by the affirmative vote of a majority of the Members of the Board at any meeting of the Board called for the purpose of which the notice shall either specify the articles to be affected by or the subject matter of the proposed amendment or repeal. The membership shall be informed in writing of the Board's action within 10 days thereof. Within 30 days of such notification, a special meeting to rescind the Board's action may be called by thirty (30%) percent of the eligible voting Members. The meeting shall be held within 30 days of its call. A majority of the Members present at such meeting is required for the rescission of any Board action on the Bylaws.

ARTICLE XI — NOT-FOR-PROFIT

The Association shall not engage in any business of any kind which is ordinarily carried on for profit and nothing in these Articles or the Bylaws shall authorize this organization to do so. Any income received by the organization shall be applied exclusively for the not-for-profit purposes of the OSUA as set forth herein. No part of any income shall ever inure to the benefit of any private member or individual.

ARTICLE XII — Dissolution

The Corporation may be directed to dissolve by a two-thirds (66%) vote of the Members of the Corporation in a Special Meeting called for such purpose. In the event of the dissolution of the Corporation, or if it permanently ceases to operate, and upon termination or dissolution of the Corporation, any surplus of property or assets remaining after all of the debts and obligations of the Corporation have been paid and satisfied, shall not either directly or indirectly inure to the benefit of any private member of the Corporation or individual, but all such property and assets shall be expended in their entirety, for the Not-for-Profit purposes as set forth in the Indiana code 23-17-22-5