A California Nonprofit Mutual Benefit Corporation

The name of the corporation shall be the San Mateo County Medical Association, a California Nonprofit Mutual Benefit Corporation and shall be referred to herein as "the Association."

The objective of the Association shall be to promote and develop the science and art of medicine, to conserve and promote public health and to assess and maintain the social and economic responsibilities of the profession.

The Board of Directors will act as the committee on admissions to the Association. The Board will adopt an appropriate standard application form for use by each class of applicants.

In determining eligibility for membership the Board of Directors may consult any pertinent source of information. Refusal by the applicant to sign a waiver of confidentiality for this purpose is grounds for rejecting the application.

At the time an application is submitted for membership, the Board of Directors may vote for admission or deferral. If the vote is for admission to the Association, the candidate will be notified immediately after favorable action, and the notice will be published in the minutes of that meeting. The Board of Directors may vote for deferral if the application is incomplete or failure of the applicant to meet membership requirements at the time of the Board’s review. A vote by the Board of Directors to defer action on the application shall state the reasons for the deferral.

There shall be no discrimination toward any applicant for race, gender, sexual orientation, religion or age.

All papers developed or received by the Board of Directors related to an application remain the property of this Association. All applicants for membership shall be furnished a copy of the Bylaws of the Association.

Membership in the California Medical Association is required for membership in the San Mateo County Medical Association.

All applications or requests for change of membership status must be approved by the Board of Directors.

Active Members.

Physicians and osteopathic physicians practicing in San Mateo County or adjacent counties, holding unrevoked physicians’ and surgeons’ certificates from the Medical Board of California or the California Board of Osteopathic Examiners are eligible for active membership in the Association. Active members shall be equally privileged to attend and take part in all meetings and proceedings of the Association and its sections, and shall be eligible for any office or honor offered by the Association.

Associate Members.

Physicians and osteopathic physicians residing within or near San Mateo County but who do not hold active licenses from the Medical Board of California or the California Board of Osteopathic Examiners shall be eligible for associate membership. This category of membership includes, but is not necessarily limited to, those physicians employed by government agencies, or in administrative medicine, as in academic positions. They shall have all privilege of membership except the right to vote, hold office, or present motions or resolutions. Dues shall be no less than half of the dues for active members.

Honorary Members.

Scientists and physicians of exceptional eminence may be elected honorary members of the Association by vote of the Board of Directors. Honorary members shall have the privilege of attending meetings and participating in the scientific programs and social functions of the Association and shall receive all Association notices and bulletins, but shall not have the right to vote, hold office, be members of committees, or present motions or resolutions. Dues shall not be required for honorary members.

Retired Members.

Fully retired members who have been a member for ten years are eligible for retired status upon written request.

Retired members shall have the privilege of attending meetings and participating in the scientific programs and social function of this Association and shall receive all Association notices and bulletins, but shall not have the right to vote, hold office, chair committees, or present motions or resolutions.

House Officer-Active Members.

A resident, intern or fellow in an approved hospital shall be eligible for active membership, at reduced dues, to be set by the Board of Directors, according to the terms and provisions of Section A.

A member who plans to be absent from his or her practice for 6 months or more may apply in writing to the secretary for a leave of absence. A majority vote of the Board members present at any meeting of the Board of Directors shall be necessary to grant such leave. During leave of absence, dues may be waived or reduced at the discretion of the Board of Directors.

During the period for which a leave of absence is granted, the member may be present at meetings but shall not have the right to vote or hold office.

Any members on leave of absence status shall not have the right to vote or hold office.

Leave of absence status shall be reviewed semi-annually.

Membership in the Association shall cease immediately upon revocation of a member’s license to practice medicine and surgery in the State of California.

Only active members shall have any interest in any of the property of the Association, and this interest shall cease on termination of active membership.

A member in good standing upon transfer to another county or jurisdiction in this State shall, upon request, be given a membership certificate without cost. This certificate shall state the class of membership, the date the physician was admitted to membership, the date of issuance of the certificate, and shall be signed by the Secretary. The member must assume such financial obligations as shall be deemed proper by the new component association to which transferred, and to which application by transfer of membership is made. The member may continue membership in the Association and in the California Medical Association until the new association has acted upon the application to transfer. A member who fails to complete an application for membership in a new component association within one (1) year after a change of location of practice shall forfeit membership in the Association and in the California Medical Association.

Upon consideration of the budget for the ensuing years, the Board of Directors may set varying levels of dues for the various classes of membership described in Section 3, Chapter II of these Bylaws.

A member who has not paid California Medical Association dues apportionment in full before April 1 of any year shall automatically lose membership in the California Medical Association, and also shall lose membership in Association automatically as provided for in Section 2, Chapter II of these Bylaws.

Upon resolution of the Board of Directors sections may be formed in the Association for such purposes as the Board may determine. The section shall notify the Board of Directors of its officers and activity. The program and time and place of all meetings of each section shall be published by the secretary of the section. No section shall incur any expense to the Association without the consent of the Board of Directors. All acts of the Sections shall be subject to the approval of the Board of Directors before they become official. No sections shall be allowed to levy any dues or compulsory assessments upon its members, but voluntary assessments or contributions may be made for any purpose and at any time members may elect.

Meetings of the members shall be held at any place within or outside California designated by the Board of Directors or by written consent of all persons entitled to vote at the meeting, given before or after the meeting. In the absence of any such designation, members’ meetings shall be held at the Association’s principal office.

An annual members’ meeting shall be held during the last quarter of the fiscal year at such specific date and time as the Board of Directors fixes.

Special Meetings.

A special meeting of the members for any lawful purpose may be called at any time by the Board of Directors, or by the president, or five percent (5%) or more of the active members.

Calling Meetings.

A special meeting called by any person (other than the Board of Directors) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the President or the Secretary of the Association. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, in accordance with these Bylaws, stating that a meeting will be held at a specified time and date fixed by the Board of Directors, provided, however that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing in this section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board of Directors.

No business, other than business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

General Notice Requirements.

Whenever members are required or permitted to take any action at a meeting, written notice of the meeting shall be given, in accordance with these Bylaws, to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting and (i) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) for the annual meeting, those matters that the Board of Directors, at the time the notice is given, intends to present for action by the members, but except as provided in Section 3, Chapter III of these Bylaws, any proper matter may be presented at the meeting. The notice of any meeting at which Directors are to be elected shall include the names of all persons who are nominees when notice is given.

Notice of Certain Agenda Items.

Approval by the active members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

Manner of Giving Notice.

Notice of any meeting of members shall be in writing and shall be given at least ten (10) but no more than ninety (90) days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of the Association or at the address given by the member to the Association for purposes of notice. If no address appears on the Association’s books and no address had been so given, notice shall be deemed to have been given if either (1) notice is sent to that member by first-class mail or telegraphic or other written communication to the Association’s principal office or (2) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.

Percentage Required.

Five percent (5%) of the voting power shall constitute a quorum for the transaction of business at any meeting of members, provided, however, that if any regular or annual meeting is actually attended in person or by proxy by less than one third of the voting power, the only matters that may be voted on are those of which notice of their general nature was given under Section 4, Chapter III of these Bylaws.

Loss of Quorum.

Subject to Section 5.A., Chapter III of these Bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

Eligibility to Vote.

Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, members entitled to vote at any meeting of members shall be active members in good standing as of the record date determined under these Bylaws.

Manner of Casting Votes.

Voting may be by voice or ballot, except that any election of Directors must be by ballot if demanded by any member at the meeting before the voting begins.

Voting.

Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members.

Approval by Majority Vote.

If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting an any matter, shall be the act of the members, unless the vote of a greater number or voting by classes is required by the California Nonprofit Mutual Benefit Corporation Law or by the Articles of Incorporation.

Action by Written Ballot Without a Meeting.

Any action that may be taken at any meeting of members may be taken without a meeting by complying with this Section 7, Chapter III of these Bylaws.

Solicitation of Written Ballots.

The Association shall distribute one written ballot to each member entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required by Section 4.C., Chapter III of these Bylaws. All solicitations of votes by written ballot shall (1) indicate the number of responses needed to meet the quorum requirement, (2) with respect to ballots other than for election of directors, state the percentage of approvals necessary to pass the measure or measures, and (3) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (1) set forth the proposed action, (2) provide the members an opportunity to specify approval or disapproval of each proposal, and (3) provide a reasonable time in which to return the ballot to the Association. If the Association has one hundred (100) or more members, any written ballot distributed to ten (10) or more members shall provide, subject to reasonable specified conditions, that if the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of Directors, a written ballot that a member marks "withhold," or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a Director.

Number of Votes and Approvals Required.

Approval by written ballot shall be valid only when (1) the number of votes cast by ballot (including those ballots that are marked "withhold" or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.

Revocation.

A written ballot may not be revoked.

Filing.

All written ballots shall be filed with the Secretary of the Association and maintained in the Association’s records for at least three (3) years.

Record Date Determined by Board.

For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the Board of Directors may fix, in advance, a record date. The record date so fixed:

1) for notice of a meeting shall not be more than ninety (90) or less than ten (10) days before the date of the meeting;

2) for voting at a meeting shall not be more than sixty (60) days before the date of the meeting;

3) for voting by written ballot shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and

4) for any other action shall not be more than sixty (60) days before that action.

Record Date for Notice or Voting.

If not otherwise fixed by the Board of Directors, the record date for determining members entitled (1) to receive the notice of meeting of members shall be the business day next preceding the day on which notice is given or, if notice is waived, the business day next preceding the day on which the meeting is held and (2) to vote at the meeting shall be the day on which the meeting is held.

Record Date for Action by Written Ballot.

If not otherwise fixed by the Board of Directors, the record date for determining members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.

Members of Record.

Nominations

Each year the President shall name a Nominating Committee representing the entire county. It shall consist of two members from the Board of Directors, two from the delegation to the California Medical Association and two members from each of the three (3) districts as follows: The Northern district includes those areas north of the city limits of San Mateo and on the coastside, north of Moss Beach. The Central district includes the cities of San Mateo, Hillsborough, Foster City, and on the coastside, Moss Beach and south to the county line. The Southern District includes the remaining portion of the south county.

The Immediate Past-President shall serve as Chair and vote only in the event of a tie. If the Immediate Past-President is unable to serve the President will appoint the Chair with the approval of the Board of Directors.

Members who are candidates for any office are not eligible to serve on the Nominating Committee.

The Nominating Committee will meet on the call of its Chair or a majority of its members not later than ninety (90) days prior to the annual meeting and will submit its nominations to the members of the Association in its monthly bulletin or by direct mail not later than forty-five (45) days prior to the annual meeting or thirty (30) days prior to the issuing of ballots. The Nominating Committee shall nominate one (1) or two (2) qualified candidates for each vacancy for Officers, Directors, Delegates and Alternate Delegates assigning a position on the ballot to each. The Committee shall also nominate candidates to complete, unexpired terms that have been filled pro tempore. For fourteen (14) days after publication of the nominations additional nominations may be made by members of the Association. These nominations are to be in writing signed by ten (10) active members and delivered in person to the Association headquarters or forwarded by registered mail postmarked not later than the fifteenth (15th) day. Each nomination must state the position on the ballot for which the nomination is made. Nominations made by the Nominating Committee will be designated on the ballot as such. Those made by petition will list the first two signers as sponsors. Incumbents will also be identified.

Voting and Registration of Members.

For the purpose of electing Directors, Officers and Delegates, the County of San Mateo will be divided into the districts referred to in Section 9.A., Chapter III of these Bylaws. The Secretary of the Association will maintain a roster of active members eligible to vote, registering each in the district in which he or she performs major professional activities. Members having offices in more than one district or whose major professional activities are in a district other than that in which their office is located, may choose the district in which they will vote. If such a member fails to notify the Secretary of his or her choice prior to January 15th a district will be assigned by the Secretary, whose decision will be final for that year. A member can vote in only one district. Directors of the Association, Delegates and Alternate Delegates to the California Medical Association, and Officers elected by a district must be registered to vote in the district in which he or she runs for election. The President, President-Elect, Secretary and Treasurer and any other officer elected by the Association at large may be registered in any district in the county.

Election.

Election of Directors, Officers and Delegates shall take place at the annual member’s meeting. The candidate receiving a majority of the valid votes cast for a single office is elected.

The Board of Directors shall consist of fourteen (14) members, nine (9) of whom shall be elected members, the remaining Directors are to be the President, President-Elect, Secretary-Treasurer, Immediate Past President and Chair of the Young Physicians Section. Elected Directors shall serve a maximum of two (2) terms of two (2) years and shall not be eligible to serve consecutive terms. The representatives to the American Medical Association House of Delegates, the California Medical Association Board of Trustees and the San Mateo County Public Health Officer shall be ex officio non-voting members of the Board of Directors.

Vacancies for unexpired terms shall be filled pro tempore by the Board of Directors of the Association from the District in which the vacancy occurred.

The Board of Directors, by resolution adopted by a majority of the Directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more Directors to serve at the pleasure of the Board of Directors. Appointments to committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the Board of Directors resolution, shall have all the authority of the Board except that no committee, regardless of board resolution, may:

Meetings and actions of committees of the Board of Directors shall be governed by, held, and taken in accordance with, the provisions of these Bylaws concerning meetings and other Board actions except that the time for regular meetings of such committees and calling of special meetings of such committees may be determined either by Board resolution, or if there is none, by resolution of the committee. Minutes of each meeting of any committee of the Board of Directors shall be kept and shall be filed with the corporate records. The Board of Directors may adopt rules for the government of any committee that are consistent with these Bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.

There shall be a standing Executive Committee composed of the President, President-Elect, Secretary-Treasurer, and the Immediate Past President. The President, when present, shall preside over meetings of the Executive Committee. A majority of the members of the committee shall constitute a quorum. The Executive Committee shall exercise the power of the Board of Directors with respect to the affairs of the Association. The Executive Committee shall fix the compensation of the Executive Director.

The Board of Directors, by resolution duly adopted may create committees other than as authorized in Section 3, Chapter IV of these Bylaws with such members as the Board may determine in its discretion. Such committees shall not have the authority of the Board of Directors, but may report to and advise the Board in various matters.

The officers of the Association shall be the President, the President-Elect, the Secretary-Treasurer, and the Executive Director. Except for the Executive Director, terms of office shall be for one (1) year, or until their successors shall qualify. Vacancies for unexpired terms shall be filled pro tempore by the Board of Directors of the Association. Officers shall assume office on July 1, the first day of the fiscal year.

Delegates and Alternate Delegates to the California Medical Association, shall be elected from the Association membership for not more than two (2) terms of two (2) years. Election shall be from among active members nominated by the Nominating Committee, except that additional nominations may be made by the Association members as provided for and in the manner prescribed in Chapter III. To qualify for either election or appointment to the position of Delegate, an active member must have served a minimum of one (1) year as a Delegate or Alternate Delegate at any time in the past. Any active member of the Association in good standing may be nominated as Alternate Delegate. Elections shall be on a staggered basis.

Delegates and Alternate Delegates, shall be chosen from among, and represent, constituencies conforming to the three general geographic divisions of San Mateo County, as defined in Section 9, Chapter III of these Bylaws. Any disputed Delegate position shall be apportioned by the Board of Directors of the Association.

As provided for in the Bylaws of the California Medical Association the Delegates to the California Medical Association shall represent the Association in the House of Delegates. In case of the absence or inability of a Delegate to serve, an Alternate Delegate shall be appointed by the Chair of the Delegation to serve instead. There shall be no "instructed" Delegates from the Association to the Annual Session, nor shall Delegates be bound by the "unit rule." Within the caucus of the Association all Delegates and Alternates shall have equal voting rights, except that the Chair of the Delegation shall vote only in case of tie. At an appropriate time after the Annual Meeting of the House of Delegates of the California Medical Association, the Chair of the Delegation shall report to the Board of Directors on the activities of the Delegation.

To the fullest extent permitted by law, the Association shall indemnify its Directors, Officers, employees, and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the Association, by reason of the fact that the person is or was a person described in that Section. "Expenses," as used in this bylaw, shall have the same meaning as in Section 7237(a) of the California Corporations Code.

On written request to the Board of Directors by any person seeking indemnification under Section 7237(a) of the California Corporations Code, the Board of Directors shall promptly determine under Section 7237(a) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Board of Directors shall authorize indemnification. If the Board of Directors cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board of Directors shall promptly call a meeting of members. At that meeting, the members shall determine under Section 7237(e) whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

To the fullest extent permitted by law and except as otherwise determined by the Board of Directors in a specific instance, expenses incurred by a person seeking indemnification under this Chapter VIII of these Bylaws in defending any proceeding covered by this Chapter shall be advanced by the Association before final disposition of the proceeding, on receipt by the Association of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Association for those expenses.

The Association shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, employees, and other agents, against any liability asserted against or incurred by any Officer, Director, employee, or agent in such capacity or arising out of the Officer’s, Director’s, employee’s, or agent’s status as such.

The Association shall keep:

1) Adequate and correct books and records of account;

2) Written minutes of the proceedings of its members, Board of Directors, and committees of the Board of Directors; and

3) A record of each member’s name, address, and class of membership.

Membership Records.

Subject to Division 2, Part 3, Chapter 13, Article 3 (commencing at Section 8330) of the California Corporations Code and unless the Association provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member:

The Association may, within ten (10) business days after receiving a demand under this Section 2, Chapter IX of these Bylaws, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.

If the Association reasonably believes the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.

Any inspection and copying under this Section may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the Association.

Accounting Records and Minutes.

On written demand on the Association, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board of Directors, and committees of the Board of Directors at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. Any right of inspection extends to the records of any subsidiary of the Association.

The Association shall keep at its principal office the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.

Every Director shall have the absolute right at any reasonable time to inspect the Association’s books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy documents.

As part of the annual report to all members, or as a separate document if no annual report is issued, the Association shall annually prepare and mail or deliver to its members and furnish to its Directors a statement of any transaction or indemnification of the following kinds within one hundred twenty (120) days after the end of the corporation’s fiscal year:

Subject to the rights of active members under these Bylaws, the Board of Directors may adopt, amend, or repeal these Bylaws unless the action would:

New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the active members, provided, however, that any such adoption, amendment, or repeal also requires approval by the members of a class if that action would:

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