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Bylaws

ARTICLE I- Name

The name of the organization shall be known as the Colorado Society of Dermatology Professionals, herein referred to as the CSDP.

 

ARTICLE II- Mission and Objectives

 

Section 1: Mission
The CSDP is organized to promote the professional and personal development of physician assistants (PA) in the practice of quality, cost effective and accessible health care in the medical specialty of dermatology. It will also promote the professional exposure of the PA within the community, as well as the physician-PA relationship of the healthcare team.


Section 2: Objectives

2.1 Establish and maintain a representative organization and forum for physician assistants who practice, or have interest in the medical specialty of dermatology.


2.2 Act as an affiliate of the Society of Dermatology Physician Assistants.


2.3 Develop, sponsor and evaluate continuing medical or medically related educations programs for the physician assistant.


2.4 Serve as a public information center and educate the medical community, health professionals and the public regarding physician assistants in dermatology.


2.5 Promote the academic and clinical training of physician assistants in dermatology.


2.6 Serve as a scientific, research and educational resource for its members and other health professionals.


2.7 Assist in the development of published dermatology articles in appropriate professionals journals.


2.8 Participate in the development of academic and clinical training programs of physician assistants.


2.9 Promote wellness within the community in the form of public education and fundraising for awareness of various dermatology 
conditions, and encourage member involvement within the community by contributing to charitable endeavors.

 

ARTICLE III- Classes of Membership

 

Section 1: General
Membership of the CSDP is an honor that confers up the individual certain rights and responsibilities.  Members shall consist of women and men who are cognizant of their obligation to the public, health care associates and the patient, to adhere to standards of ethical and professional behavior. The Guidelines for Ethical Conduct of the Physician Assistant Profession, from the American Academy of Physician Assistants (AAPA) shall be used as the accepted ethical principles of the Colorado Dermatology Society.

 

Section 2: Classes

The classes of membership shall be (a) fellow members (b) student members (c) associate members (d) physician members (e) corporate members and (f) honorary members, each of which class is more particularly described below.

 

2.1 Fellow Member

2.1.1 a fellow member shall be a physician assistant currently practicing in dermatology.


2.1.2 The PA must be a graduate of PA program accredited by the Accreditation Review Commission (ARC-PA) or by one of its predecessor agencies, or who has passed the Physician Assistant National Certifying Examination (PANCE) administered by the National Commission of Certification of Physician Assistants (NCCPA) or an examination administered by another agency approved by the AAPA House of Delegates. The PA must meet state licensing requirements of the Colorado Board of Medical Examiners and maintain active status.

2.1.3 To maintain their fellow member status, fellow members must practice dermatology full or part time under the supervision of a physician, board certified/board eligible in dermatology. Fellow members may vote for officers and directors, introduce and vote on CSDP business, and shall be eligible to hold office in the CSDP. Fellow members have access to members only web page.


2.2 Associate Member: An associate member’s status is conferred to physician assistants or other allied health care professionals who have strong interest or practice emphasis in dermatology or who are not currently employed in a dermatology practice.  Associate members shall have the privilege of the floor to address the Board of Directors, but not entitled to vote, or hold office. Associate members have access to members only web page. Associate members may be appointed to committee or liaison positions.


2.3 Student Member: A student member is an individual who is currently enrolled in an accredited physician assistant program or allied health care program. Student members shall not be eligible to vote, hold office or access the fellow membership page.


2.4 Physician Members: Physician members shall be licensed physicians who desire to associate with the society in a professional or social capacity. Physician members shall not be entitled to the privileges of the floor vote, or hold office, or access the fellow membership page.


2.5 Corporate Members: Corporate members are representative of businesses engaged in selling products or services to physician assistants. Corporate members are not entitled to the privileges of the floor, nor to vote or hold office, or access the membership web page.


2.6 Honorary Members: Honorary members shall be those individuals designated by the CSDP Board of Directors that have rendered distinguished service in promoting the concept of physician assistant in dermatology. Honorary members are exempt from CSDP payment of dues and shall be entitled to privileges of the floor to address the CSDP Board of Directors, but shall not be entitled to vote, hold office, or access fellow membership web page.


Section 3: Application for Membership

All applications for membership shall be in writing on an application form approved by the Board of Directors. Review and approval of all applications shall be the responsibility of the membership committee. The society will grant membership to any individual who meets the criteria for membership defined in Article III, Section 2. The Board, by majority vote, reserves the authority to grant or deny membership status to applicants.


Section 4: Determination of Dues

The amount of dues for membership shall be determined from time to time.

 

Section 5: Termination, Expulsion or Suspension

5.1 General. The Board of Directors shall have the right to remove from membership any person deemed to have violated society Bylaws or policy, or who have acted in a manner that is in violation of accepted professional and ethical standards.


5.2 Notice. A member may be expelled, terminated or suspended,  by majority vote of the Board of Directors if (a) the member received not less than 15 days prior written notice of the proposed expulsion, suspension or termination and the reasons thereof and (b) not less than 5 days before the effective date of the expulsion, suspension or termination, the member had an opportunity to be heard orally or in writing, by the President, who shall be authorized to decide that the proposed expulsion, suspension or termination shall not take place.


5.3 Health Care Provider. Not withstanding the provisions of section 5.2, if a member is a health care provider and the member currently has their health care professional license, certificate of registration or temporary permit revoked as a result of a final adjudicated disciplinary action for violation of their respective professional practice stature or regulations, their membership shall be automatically revoked during the period of that sanction.


ARTICLE IV- Meeting of Membership


Section 1: Annual Meetings

An annual meeting of members shall be held on the 3rd Thursday of April each year, unless a different time is fixed by the Board of Directors and stated in the notice of the meeting. The failure to hold an annual meeting on the stated date shall not affect the validity of any corporate action. At the annual meeting, the president, and any other officer, committee chair or person whom the president may designate, shall report on the activities and financial condition of the society and the members shall consider and act on other matters that may be raised consistent with the notice requirements.


Section 2: Special Meetings

A special meeting of members shall be held (a) on the call of a majority vote of the board of directors or (b) if the holders of at least 50% of the voting power of the Society to sign, date, and deliver to the secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Only matters within the purpose or purposes described in the meeting notice may be conducted at a special meeting of members.


Section 3: Place of Meetings

Meetings of the members shall be held at any place in or out of Colorado designated by the Board of Directors.


Section 4: Action by Electronic Ballot
Any action that may be taken at a members meeting may be taken without a meeting if the society delivers an electronic ballot to every member entitled to vote on the matter. An electronic ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by electronic ballot shall be valid only when the number of votes cast by ballot equals or exceeds a quorum of the members, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes case is the same as the number of votes cast by ballot.  All solicitations for votes by electronic ballot shall (a)  indicate the number of responses needed to meet the quorum requirements, (b) state the percentage of approvals necessary to approve each matter other than election of directors, and (c) specify a reasonable time by which a ballot must be received by the corporation in order to be counted. Once delivered, a electronic ballot may not be revoked.


Section 5: Notice of meetings
The Society shall notify its members of the place, date and time of each annual meeting of members no fewer than 30 days not more than 60 days before the meeting.  Notice shall be sent to each member entitled to vote at the meeting at the member’s last email address as set forth in the society’s records.


Section 6: Quorum and Voting
A quorum of the members shall consist of the number of fellow members represented at a meeting of members and one week following via electronic ballot. The affirmative vote of a majority of the votes represented and voting when the action is taken is the act of the members except to the extent that the articles of incorporation, these Bylaws, or applicable law require the vote of a greater number of members.


ARTICLE V: Board of Directors


Section 1: General Powers and Duties

1.1 General Powers.  All corporate powers shall be exercised by or under the authority of, and the affairs of the Society managed under the direction of the board of directors.


1.2 Duties. The Board of Directors shall have the following duties:


1.2.1 Perform all the duties necessary to achieve and maintain the CSDP mission and objectives.


1.2.2 Determine dues amount for membership.


1.2.3 Appoint, evaluate and direct the duties of an executive secretary, when this position is filled.


1.2.4 Have charge of all properties and financial affairs of the Society.


1.2.5 Serve as the judicial body of the society


1.2.6 Except as otherwise provided in these bylaws, establish committees, liaisons, coordinators and other internal structures to assist the Board of Directors in providing service to the membership and the accomplishment of the agenda, goals and objectives of the Board of Directors.


Section 2: Qualifications
All directors must be fellow member of the CSDP at time of election.


Section 3: Number
The board of directors shall consist of no fewer than 5 persons and no more than 10 persons. The number of directors may be fixed or changed periodically, within the minimum and maximum, by the members of the board of directors.


Section 4: Self-Declaration of Candidacy
Self-declaration as a candidate for the board of directors shall be permitted. Declaration for candidacy must occur by a date determined by the board of directors in conjunction with the election committee, and publicized to the general membership.


Section 5: Election and Tenure of Office
The elections committee shall distribute a ballot containing the names of directors, by email, to the voting membership on a date to be determined by the CSDP board of directors, but not later than as provided in Article IV, Section 4, prior to the annual meeting of members.


Section 6: Vacancies

A vacancy in the board of directors shall be filled by a vote of the majority of the remaining members of the Board of Directors, from a slate of candidates prepared by the Board of Directors. Each director so elected shall hold office for the balance of the unexpired term of his or her predecessor.

Section 7: Resignation
A director may resign at any time by delivering written notice to the president or secretary. A resignation is effective when delivered unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.


Section 8: Removal
A director may be removed at any time, with or without cause, by vote of a majority of the members. A director found delinquent in the performance of duties, or whose conduct is unprofessional or unethical, may be removed from the board of directors by a two-third (2/3) majority vote of the board of directors.


Section 9: Meetings
There shall be a minimum of two meetings each year of the board of directors


Section 10: Quorum and Voting
A quorum of the board of directors shall consist of a majority of the number of directors in office immediately before the meeting begins. If a quorum is present when the vote is taken, the affirmative vote of a majority of the directors present when the action is taken is an act of the board of directors except to the extent that the articles of incorporation, these bylaws or applicable law requires the vote of a greater number of directors. A director is considered present regardless of whether the director votes or abstains from voting.


ARTICLE VI- Officers


Section 1: Officers
The officers of CSDP shall be president, vice-president, a secretary, treasurer, director at large and any other officers that the board of directors may from time to time appoint. The same person may simultaneously hold more than one office except for the offices of president.


Section 2: Qualifications and Method of Election
Each candidate for office must be a fellow member in good standing of the society and for a minimum of one year. A plurality of votes cast shall elect the officers. In case of a tie vote, the immediate past president will draw a lot.


Section 3: Term of Office
The term of office for secretary, treasurer, board member at large, president and vice president shall be two (2) years and the term of office for all other officers of the Society shall be one (1) year commencing immediately after the vote.


Section 4: President
The president, as chief executive officer, shall organize and conduct meetings and oversee the organizational activities including recruitment of new members, coordination of board activities and publicity. The president shall serve as the official spokesperson for the society and be the liaison to the American Academy of Dermatology, Colorado Dermatology Society, the American Academy of Physician Assistants, and the Society of Dermatology of Physician Assistants. The president shall appoint ad hoc committees to the board of directors and shall designate a chairman thereof, subject to the approval of the board. The president shall report to the assembled general membership at the annual meeting with an account of the activities of the board of directors for the past year.


Section 5: Vice President
The vice president shall preside at meetings in the absence of the president and succeed to the office of President at the expiration of the president’s term, or earlier if that office should become vacant for any reason prior to the completion of the term.


Section 6: Secretary
The secretary shall keep the minutes of the meeting, execute general correspondence, and attest the signatures of the other officers.


Section 7: Treasurer
The treasurer shall be responsible for the proper accounts, property and funds; shall give full report to the membership at the annual meeting; shall deposit or direct the deposited money and other valuables in the name and to the credit of the society with such depositories as may be directed by the board of directors. Additionally, the treasurer shall disperse the funds as may be ordered by the board of directors; shall render account of all transactions upon the request of the board of directors, and perform such other duties as may be prescribed by the board of directors. The treasurer shall oversee any finance committee created for the purposes of managing the assets of the Society.


Section 8: Director at Large
Director at Large will establish a liaison position with appropriate affiliate organizations that have common goals of the CSDP. Promote awareness of our society and be in charge of researching organizations in need of money for our annual charity contribution.


ARTICLE VII- Executive Committee


Section 1: The Executive committee of the board of directors shall consist of the President, Vice President, and immediate past president of the society.


Section 2: Powers
The Executive Committee shall be empowered to act for the board on emergency matters only.


Section 3: Actions
All actions of the executive committee shall be reported to the board of directors within ten (10) days of the conclusion of their meeting. All executive Committee actions must be received and approved by the board of directors and shall be included in the official board minutes.


ARTICLE VIII- House of Delegates


The Board of Directors shall determine an appropriate election process to appoint a delegate to SDPA house of delegates when warranted.


ARTICLE IX-Standing Committees


Section 1: Establishment
The Board of Directors shall, at the first meeting of the board of directors after their election or as soon as practical thereafter, establish the standing committees (which may include among others, a membership committee, an elections committee, and a finance committee) of the Society.


Section 2: Composition
Each committee shall be composed of an appropriate number of people to accomplish its objectives. The President shall appoint each chairperson. The chairperson, in conjunction with the President, shall select the remaining committee members. The members of such committee shall hold office until appointment of their successors.


Section 3: Functions of the Standing Committees
The function of the standing committees shall be determined by the CSDP board of directors and set forth in the Society Policy and Procedure manual.


Section 4: Special Committee
The president may at any time, appoint a committee on any subject for which there is a defined need.


Section 5: Committee Vacancies

The committee chairperson shall have the responsibility of appointing replacements for vacancies in their committee.


Section 6: Committee Member Removal
The chairperson may have their appointment terminated by the president or by majority vote of the board of directors for being deficient in the performance of their duties.


ARTICLE X- Judicial Affairs


Section 1: The board of directors shall review annually the Bylaws of the CSDP to ensure the consistency, appropriateness and applicability of the policies therein.


Section 2: The board of directors shall investigate any challenged election and make the final decision as the action taken on the election challenge. This process must be completed and the members notified, if appropriate, within eight (8) weeks following the challenge.


ARTICLE XI- State and Federal Affiliations


Section 1: The board of directors shall promote the affiliation of physician assistants in other state and national associations. Such affiliation may include the development of additional membership categories in the Society and the formation of liaisons and other representatives to allied professional organizations.


ARTICLE XII- Dissolution of the the Society


Section 1- Procedure
The Society shall be dissolved at any time by vote of two-third (2/3) majority of all eligible voting members.


Section 2: Disposition of Assets
Upon the dissolution and final liquidation of the Society, all assets of the Society remaining after payment of depts. And liabilities shall be distributed to one or more non-profit organizations whose purpose is in accord with the purpose of the Society, as the board of directors shall determine by majority vote.


ARTICLE XIII- Parliamentary Procedure


In the absence of any provision to the contrary in these Bylaws, all meeting of the Society shall be governed by the parliamentary rules and usages contained in the current edition of Sturgis: Standard Code of Parliamentary Procedure.


ARTICLE XIV- Liabilities


No member of the society shall be personally liable for the acts, debts, liabilities or obligations of the Society merely by reason of being a member.


ARTICLE XV- Director Conflict of Interest


Section 1: A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect conflict of interest.


1.1 For purposes of this Article XV, a director of the corporation has an indirect interest in a transaction if (a) another entity in which the director has a material interest or in which the director is a general partner, is a party to the transaction or (b) another entity of which the director is a director, officer, or trustee is the party to the transaction, and the transaction is or should be considered by the board of directors of the corporation.


1.2 A conflict of interest transaction is neither voidable nor the basis for imposing liability on the director if the transaction is fair to the corporation when it was entered into or is approved as provided in Section 1.3.


1.3 A transaction in which a director has a conflict of interest may be approved either (a) in advance by the vote of the board of directors or a committee of the board of directors if the material facts of the transaction and the directors interest were disclosed or know to the board of directors or a committee of the board of directors or (b) by the members if the material facts of the transaction and the director’s interest were disclosed or known to the members and they authorized, approved or ratified the transaction in accordance with Section 1.5.


1.4 For the purpose of clause (a) of Section 1.3, a conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction votes to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under clause (a) of Section 1.3 if the transaction is otherwise approved as provided in Section 1.3. For the purpose of clause (b) of Section 1.3, a conflict of interest transaction is authorized, approved, or ratified by the members if it receives a majority of the votes entitled to be counted under this section. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in Section 1.1 may be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under clause (b) of Section 1.3. A majority of the members, where or not present, that are entitled to be counted in a vote on the transaction under this section constitutes a quorum for the purpose of taking action under this section.


ARTICLE XVI- Amendment of Bylaws


Section 1: Proposed amendments of B
ylaws or adoption of new bylaws may be submitted to the Board of Directors by the Society officers, committee members or fellow members, for presentation to the voting membership.

Section 2: These bylaws may be amended by a two-third (2/3) majority vote of those members present and voting at a regularly called meeting.


Section 3: Whenever an amendment or new bylaw is adopted, it shall be copied in the minute book with the original Bylaws in the appropriate place. If any bylaw is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in the book and place.


ARTICLE XVII- Policy and Procedure


Additional policies may be developed, apart from the Bylaws, that define the beliefs, philosophy, organization, or external health care delivery, or that recognize pertinent social issues. The review, adoption or amendment of these shall be consistent with those established for the Bylaws of the Society.

Calendar

SDPA Annual Summer Dermatology Conference 2018 - OPENING SOON!
June 28-July 1, 2018 – Westin Hotel – Seattle, WA
Pre-Conference June 27

16th Annual Fall Dermatology Conference 2018
November 1-4, 2018 – Loews Portofino –Orlando, FL

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