NAME AND LOCATION OF OFFICES
Section 1. Name
This organization shall be known as the Florida Society of Interventional Pain Physicians, Inc., referred to hereafter as “the Society,” a non-profit corporation organized under the laws of the State of Delaware (the “General Corporation Law”).
Section 2. Location
Section 2.1 Registered Office and Registered Agent
The Society shall have and continuously maintain, in the state of Delaware, a registered office and a registered agent whose business office shall be identical with the Society’s registered office. The registered office of the Society in the state of Delaware is 1209 Orange Street, Wilmington, Delaware, 19801, and the name of the registered agent in the state of Delaware at such address is the Corporation Trust Company.
Section 2.2 Executive Office
The Society shall maintain an executive office for the administration of its affairs. The address of the present office is as follows:
2558 Admirals Walk Drive South
Orange Park, FL 32073
Section 2.3 Other Offices
The Society may have other offices at such places, within the state of Florida, as the Board of Directors, by a majority vote, may from time to time determine.
The Society exists for and is dedicated to the following purposes and principles:
A. To pursue excellence in education as it concerns Interventional Pain Management and related sciences.
B. To uphold high principles, policies and practices for the attainment of the best in care for the patient suffering with pain.
C. To provide communication with other groups with complementary interests.
D. To develop understanding of the socioeconomic impact of pain and its treatment, in order to develop better approaches to pain patient care and cost containment.
E. To pursue excellence in the practice of Interventional Pain Management.
F. To support the formation of a specialty in Interventional Pain Management.
G. To preserve and to achieve the principles and purposes of the Society.
H. To support, encourage, and participate in the development of clinical guidelines and parameters.
I. To support and advance issues of patient safety, coverage of neural blockade, and other relevant issues of interest to anesthesiologists and other physicians practicing pain management.
The Membership of this Society shall be divided into three classes: Active, Associate, and Corporate.
Section 1. Active Member
a. Active members shall be physicians (Doctor of Medicine or equivalent, or Doctor of Osteopathy) who have an unrestricted license to practice medicine within the United States of America and who are Active Members in good standing of the American Society of Interventional Pain Physicians. In addition, Active Members shall be (i) anesthesiologists who in their medical practices spend at least a portion of their time on Pain Management and related activities or (ii) physicians of other specialties involved in active practice of pain management performing spinal injections and/or other forms of neural blockade.
b. Active Members may vote, hold office, serve on committees, and are required to pay dues. After the first year of the existence of the Society, only Active Members who have been Active Members for at least one calendar year are eligible to hold office or serve as a Director of the Society. Active Members are Voting Members.
Section 2. Associate Member
a. Associate Members shall be Associate Members in good standing of the American Society of Interventional Pain Physicians, and are:
1. Physicians not involved in active pain management and/or neural blockade; or
2. Non-physicians, including nurses, nurse practitioners, physician assistants, psychologists, physical therapists, and scientists who are engaged in research, clinical practice, or management of pain management.
3. Resident/Fellow: Residents of an ACGME accredited program in Neurology,
Psychiatry, Physical Medicine and Rehabilitation, Anesthesiology, and Fellows in an
ACGME accredited pain management fellowship program.
b. Associate Members may not hold office, may not vote, but may serve on committees and are required to pay reduced dues. Associate Members are non-Voting Members. Residents/Fellows may not hold office, may not vote, and may not serve on committees.
Section 3. Corporate Member
a. Corporate Members must be Corporate Members in good standing of the American Society of Interventional Pain Physicians. In addition, Corporate Members must be a business entity (i) employing or connected or affiliated with a Member, (ii) providing pain management services, (iii) engaging in research or publishing concerning pain management, or engaging in the manufacturing of pain management products, or (iv) engaging in significant pain management activities including, but not limited to, education, etc.
b. Corporate Members may not vote or hold office, but may serve on committees and are required to pay dues.
Section 4. Resignations
Resignations shall be submitted in writing to be acted upon by the Board of Directors.
Section 5. Disciplinary Action
The Board of Directors may expel, call for the resignation of or otherwise discipline any member for:
a. Conviction of a felony or of any crime relating to or arising out of the practice of medicine or involving moral turpitude.
b. Voluntary or involuntary limitation or termination of any right associated with the practice of medicine.
c. Grossly immoral, dishonorable or unprofessional conduct.
d. Participating in communications to the public which convey false, untrue, deceptive or misleading information through statements, photographs, graphics or other means, or which omit material information without which the communication is deceptive.
e. Failure or refusal to cooperate reasonably with an investigation of a disciplinary matter.
Disciplinary charges shall be investigated as directed by the President. If the President determines that the charges warrant a hearing, the President shall refer the matter to the Board of Directors. The member shall be notified of the charges and the time, date and place of the hearing not less than 30 days in advance, and be provided with a list of the witnesses for the Society. The member shall have the right to be represented by legal counsel; to arrange at his or her expense to obtain a record of the proceedings, to call and cross examine witnesses, to present any evidence determined to be relevant, to submit a written statement of the decision at the close of the hearing and to receive a written statement of the Board’s decision and basis therefore. Action by majority vote of the Board of Directors upon the matter shall be final.
Section 6. Record Date For Voting Members
For the purpose of determining the Voting Members entitled to notice of or to vote at any meeting of Voting Members or any adjournment thereof, or to express consent to or dissent from corporate action in writing without a meeting, or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed, the record date for determining Voting Members entitled to notice of or to vote at a meeting of Voting Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, the record date for determining Voting Members entitled to express consent to or dissent from corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent or dissent is expressed. A determination of Voting Members of record entitled to notice of or to vote at any meeting of Voting Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
Section 7. Membership Meetings
Section 7.1 Time
The Annual Meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided that the first Annual Meeting shall be held on a date within thirteen months after the organization of the Society, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting.
Special meetings shall be held on the date and at the time fixed by the Board of Directors.
Section 7.2 Place
Annual Meetings and special meetings shall be held, except as provided in Section 9.1, at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the executive office of the Society.
Section 7.3 Call
Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call a meeting.
Section 7.4 Notice Or Waiver Of Notice
Written notice of all meetings shall be given to Voting Members, stating the place, date, and hour of the meeting. The notice of an annual meeting shall state that the meeting is called for the transaction of such business as may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law; except as otherwise provided by the General Corporation Law a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than fifty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived and directed to each Voting Member at his or her record address or at such other address which he may have furnished by request in writing to the Secretary of the Society. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any Voting Member who submits a written waiver of notice signed by him or her before or after the time stated therein. Attendance of Voting Member at a meeting shall constitute a waiver of notice of such meeting, except when the Voting Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in any written waiver of notice.
Section 7.5 Conduct of Meeting
Meetings of the Voting Members shall be presided over by one of the following officers in the order of seniority and if present and acting: the President, the President-Elect, the Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the Voting Members. The Secretary of the Society, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.
Section 7.6 Proxy Representation
Every Voting Member may authorize another person or persons to act for him by proxy in all matters in which a Voting Member is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the Voting Member or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.
Section 7.7 Quorum
a. Annual Meeting. The presence in person or proxy at the annual meeting of ten percent (10%) of the Voting Members shall constitute a quorum for the transaction of any business at the annual meeting. The Voting Members present may adjourn the meeting despite the absence of a quorum.
b. Special Meeting. One-third (1/3) of the Voting Members, who shall be present in person or by proxy, shall constitute a quorum at a special meeting for the transaction of any business. The Voting Members present may adjourn the meeting in the absence of a quorum.
c. Written Action. The written response of a majority of Voting Members shall constitute a quorum for the purposes of any action by written consent of the Members.
Section 7.8 Voting
Each Voting Member shall have one vote in the election of directors and officers, in the adoption, amendment, and repeal of these Bylaws to the extent provided for in the Certificate of Incorporation, and in all proceedings upon which the General Corporation Law confers voting power upon members entitled to vote in the election of directors. In the election of directors and officers, a plurality of the votes cast shall elect, and voting may, but need not be, by a proxy mail-in ballot. Any other action in which Voting Members are entitled to vote shall be authorized by a majority of the votes cast at a meeting at which a quorum is present in person or by proxy except where the General Corporation Law, the Certificate of Incorporation, or these Bylaws prescribes a different percentage of votes.
Section 7.9 Written Action
Any action required by the General Corporation Law to be taken at a meeting of members or any action which may be taken at any meeting of members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be signed by not less than a majority of Voting Members having a right to vote thereon. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those Voting Members who have not consented in writing.
BOARD OF DIRECTORS AND COMMITTEES
Section 1. Board of Directors; Powers; Number; Qualifications; Resignations; Removals; Vacancies
The management of the business and affairs of the Society shall be vested in a Board of Directors (the “Board”), who shall govern and manage the affairs of the Society in accordance with the purposes and principles and other requirements of the Bylaws of the Society and in conformity with the laws governing its incorporation. The initial Board of Directors shall consist of one (1) person, to serve as specified in the Certificate of Incorporation. Thereafter, the Board of Directors shall consist of the President, the President-elect, the Vice-President, the Secretary, and the Treasurer, up to five (5) Directors-at-Large, and the Immediate Past President, if any. The Board of Directors shall consist of not more than eleven (11) persons. All members of the Board shall be considered Directors. After the first year of existence of the Society, only Members who have been either Associate or Active Members for at least one (1) full calendar year are eligible to be a Director, Officer, or other Board Member.
The President and the Directors-at-Large shall be nominated as provided in Article VII and then elected at or prior to the Annual Meeting in accordance with Section 7 of Article III. Directors-at-Large shall be elected for terms of 2 years each, and may serve a maximum of 3 consecutive terms. Two Directors shall be elected in even years, and the remainder in odd years.
Any director may resign at any time upon written notice to the Society; except as may otherwise be provided by the General Corporation Law. Any director or the entire Board of Directors may be removed, with or without cause, by a majority of the Voting Members entitled to vote in an election of directors.
Any vacancy occurring between elections shall be filled by the vote of a majority of the remaining directors then in office.
Section 2. Board Meetings
The Board of Directors shall meet at least annually. Meetings may be held as formal meetings or telephone conference calls, or a combination of the two, at a time and place designated by the President. Special meetings of the Board of Directors-may be called at any time by the President, and shall be called on written request of any three (3) members of the Board. Written notice shall be forwarded to each member of the Board not less than two (2) days prior to any meeting. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him or her before or after the time state therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he or she attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice. A majority of the total number of directors in office shall constitute a quorum for the transaction of business. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as otherwise provided in these Bylaws, the Certificate of Incorporation, or the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be consent thereto in writing.
Section 3. Executive Committee
The Executive Committee shall be comprised of the President, Vice-President, Secretary, Treasurer, and Immediate Past President of the Society, if any. The Executive Committee shall act on behalf of the Society in those instances necessary to conduct prudently the affairs of the Society which require such action between regular or periodical meetings of the Board of Directors. Executive Committee actions will be reviewed and either ratified or rescinded at the next meeting of the Board of Directors.
Section 4. Other Board Committees
The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Society. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Society, but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the Active Members, any action or matter expressly required by the General Corporation Law to be submitted to the Active Members for approval or (b) adopting, amending or repealing any Bylaw of the Society.
Section 5. Fees and Compensation
Directors may receive such compensation, if any, for their services and such reimbursement for expenses as maybe fixed or determined by the Board of Directors or Executive Committee (with approval of the Board). The Board or Executive Committee (with approval of the Board) may establish appropriate guidelines and provisions to reimburse or to pay any or all of the directors providing services to the Society and to purchase and to maintain insurance on behalf of any director, or to reimburse directors for such purchase. The amount of compensation paid to any director providing services to the Society shall not exceed such amount as is reasonable under all of the facts and circumstances.
Section 1. Officers
The elected Officers of the Society shall be a President, President-Elect, a Vice President, a Secretary, and a Treasurer. Only Associate Members and Active Members may be Officers or Directors of the Society. After the first calendar year of the existence of the Society, only Active Members or Associate Members who have been Active Members or Associate Members for one (1) full calendar year or longer are eligible to be elected as or to become an Officer or Director of the Society.
Section 2. Executive Director
The Executive Director is charged with the administration of the Society.
Section 3. Terms of Office
The term of office for the President, President-Elect, Vice President, the Treasurer, and the Secretary is two (2) years, unless he or she sooner resigns or is removed from office. Any officer may resign at any time upon written notice to the Society, except as may otherwise be provided by the General Corporation Law. All other officers, except as may be provided by the General Corporation law, may be removed with or without cause, by a majority of the Directors then entitled to vote in an election of officers. Any vacancy occurring between elections shall be filled by the vote of a majority of Directors then in office.
Section 4. Presiding Officer
The President shall preside over the Board of Directors. In the absence-of the President, the President-Elect shall preside. In the absence of the President and the President-Elect, the Vice President shall preside. In the absence of the President, the President-Elect, and the Vice President, the Board of Directors shall select one of its members to preside pro tempore.
DUTIES OF EXECUTIVE DIRECTOR AND OFFICERS
Section 1. Executive Director
The Executive Director is the general manager and has control of the business and day-to-day operation of the Society. The Executive Director serves at the pleasure of the Board of Directors.
Section 2. President
It shall be the duty of the President to preside at all meetings of the Society and the Executive Committee of the Board of Directors, and to see that rules are properly enforced in all deliberations of the Society. The President shall be a voting ex-officio member of all committees. Beginning with the Annual Meeting held in the year 2002, the position of the office of President shall not be elected directly, but shall be assumed by the President-Elect upon completion of his or her term as President-Elect. Upon completion of his or her term as President, the President shall become the Immediate Past President. The Immediate Past President shall serve a one year term.
Section 3. President-Elect
The President-Elect, in the absence of the President, shall preside and assume the usual duties of the President. Upon completion of the term of the President, or in the case of resignation or vacated office of the President, the President-Elect shall become the President of the Society.
Section 4. Vice President
The Vice President, in the absence of the President-Elect, shall preside and assume the usual duties of the President.
Section 5. Secretary
It shall be the responsibility of the Secretary to keep a true record of the proceedings of the meetings of the Society, and to keep a register of the membership with the date of admission and the place of residence. The Secretary shall send proper notice of all membership meetings to each member. The Secretary shall also act as Secretary of the Board of Directors.
Section 6. Treasurer
It shall be the responsibility of the Treasurer to keep the accounts of the Society and perform the usual duties of the Treasurer. The Treasurer and the President shall be authorized to expend such funds as are necessary in payment of the expenses of the Society and to keep accurate record of receipts and expenditures. The duties of the Treasurer, in whole or part, may be assigned to the Executive Director.
Section 7. Fees and Compensation
Officers may receive such compensation, if any, for their services and such reimbursement for expenses as may be fixed or determined by the Board of Directors or Executive Committee (with approval of the Board). The Board or Executive Committee (with approval of the Board) may establish appropriate guidelines and provisions to reimburse or to pay any or all of the officers, employees, and persons providing services to the Society and to purchase and to maintain insurance on behalf of any officer, or to reimburse officers for such purchase. The amount of compensation paid to any officer, employee or person providing services to the Society shall not exceed such amount as is reasonable under all of the facts and circumstances.
NOMINATION AND ELECTION OF DIRECTORS AND OFFICERS
The Nominating Committee for the election of Officers and Directors shall consist of the Board of Directors, with the President presiding.
Prior to the Annual Meeting, the Nominating Committee shall seek information and suggestions from the membership for nominations for Officers, Directors and shall present a slate with one or more nominations for each vacant position.
Voting may be by proxy mail-in ballot, and may be completed prior to the annual meeting. Write-in candidates shall be permitted. The nominee for each position who receives the plurality of the votes cast shall be elected.
When more than one Director-at-Large position is vacant, Voting Members shall vote for one candidate for each vacant position. In the case of a tie vote, the Board of Directors shall cast the deciding vote.
The newly elected Officers and Directors shall take office at the Annual Meeting immediately following their election.
COMMITTEES NOT COMPRISED SOLELY OF DIRECTORS
The President may appoint the Chairs and members of Standing and Special Committees not comprised solely of members of the Board of Directors. Such appointments require the ratification of the Board of Directors. Appointments to committees not comprised solely of members of the Board of Directors shall be for one year.
Standing Committees not comprised solely of members of the Board of Directors may include 1) the Executive Committee, 2) Clinical Parameters Committee, 3) Education/Research Committee, and 4) Legislative/PR Committee.
Special Committees not comprised solely of members of the Board of Directors may be established for other specific purposes and for specified durations when necessary.
Actions of the standing and special committees not comprised solely of members of the Board of Directors will be reviewed and ratified or rescinded at the next meeting of the Board of Directors.
Dues for members shall be determined by the Board of Directors. The Board of Directors shall have the right to impose dues by general or special assessment. The Board of Directors shall have the right to reduce dues or to exempt members from payment of dues on the basis of illness, undue hardship, active military service, or for other acceptable reasons. The Board of Directors shall establish a policy concerning members who are delinquent in dues.
CONTRACTS, CHECKS, DRAFTS, AND BANK ACCOUNTS
Section 1. Execution of Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, in addition to the officers so authorized by these By-Laws, to enter into any contract in the name of and on behalf of the Society and any such authority may be general or confined to specific instances. Whenever the Board of Directors, in authorizing or directing the execution of any contract, shall fail to specify the officer or officers or their agents who are to execute the same, such contract shall be executed on behalf of the Society by the Executive Director or by the President.
Section 2. Checks, Drafts, and Evidence of Indebtedness.
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Executive Director, the Treasurer, or the President.
Section 3. Deposits.
All funds of the Society shall be deposited from-time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors may select, and shall be invested and reinvested upon the direction of the Board of Directors.
Section 4. Gifts.
Any gift, donation, bequest, or device to the Society shall be deemed to have been accepted only when acted upon affirmatively by the Board of Directors.
Section 5. Budget.
The Society shall maintain a balanced budget of revenue and expense each year. Any expenditure beyond expected revenue must be approved by a vote of the Board of Directors.
Section 6. Grants.
The Society may distribute financial grants in order to foster advances in pain management. Such grants may include financial support of education or research, provided that all grants shall be made in accordance with the Certificate of Incorporation and these Bylaws.
The fiscal year of the Society shall be from January 1 through December 31.
Amendments to these Bylaws may be proposed by the Board of Directors or by written petition to the Board of Directors signed by twenty percent (20%) of the Voting Members of the Society.
Approval of each proposed bylaw change shall require a two-thirds majority vote of a quorum of Directors, present in person or by proxy.
Last amended: July 25, 2009