Bylaws of the San Bernardino Medical Society

January 26, 2009

Article I - Name

The name of this corporation is the SAN BERNARDINO COUNTY MEDICAL SOCIETY, INC. (hereinafter the "Society").

Article II - Purposes

The purpose of this Society is to promote the science and art of medicine, the care and well-being of patients, the protection of the public health, and the betterment of the medical profession; to cooperate with organizations of like purposes; and to unite with similar societies in the State of California as component societies of the California Medical Association (hereafter "CMA").

Article III - Offices

The Board of Directors ("Board") shall determine, and may choose the location of the Society's principal office that is in the best interest of its members. The Board shall fix the precise location of the principal office by resolution and may establish other offices.

Article IV - Charter from CMA

This Society shall operate as a component medical society under charter of CMA and all the provisions of the Articles of Incorporation and Bylaws of CMA in force at the time of the adoption of these Bylaws, together with all amendments to either the Articles or Bylaws of CMA thereafter adopted, shall, so far as applicable, be an integral part of the Bylaws of this Society. In the event the Bylaws or any provision of the Bylaws adopted by this Society conflict with the Articles and Bylaws of CMA, the Articles and Bylaws of CMA shall prevail.

Article V - Membership

Section 5.1 - Qualifications

This Society shall, subject to the minimum requirements for eligibility established in the Bylaws of CMA, determine the qualifications for Active, Associate, Government Employed, Multiple Membership, Retired, Honorary, Out of State, Provisional, and Probationary Membership, and be the sole judge of the moral, ethical, and professional qualifications for admission to, or continuation of, any kind of membership in this Society. Membership shall not, however, be denied or abridged on account of sex, color, creed, race, religion, ethnic origin, national origin, age, disability or sexual orientation.

Section 5.2 - Classes of Membership

The membership classes of this Society shall consist of:

1. Active (regular, resident physician, medical student);
2. Associate;
3. Government Employed;
4. Multiple Membership;
5. Retired;
6. Honorary;
7. Out of State;
8. Provisional; and
9. Probationary

The term "physician" whenever used shall mean both doctors of medicine and osteopathy.

Section 5.3 - Regular Active Membership

To be eligible for election to Regular Active membership in the Society, an applicant must hold an unrevoked and unsuspended license to practice medicine from the Medical Board of California (MBC) or the Osteopathic Medical Board of California (OMBC), which license shall not be subject to any conditions of probation or under investigation as a result of a formal accusation by the MBC or OMBC, and physician must meet all qualifications in the Bylaws of CMA for Regular Active membership in a component medical society.

A physician may apply for Regular Active membership in this Society only if his/her professional practice or residence is located in the Society's geographic region.

Section 5.4 - Resident Physician Active Membership

A member of the CMA Resident and Fellow Society whose residency, fellowship, internship or residence is located in this Society's geographic region is eligible for concurrent Resident Physician Active Membership in the Society. Resident Physician membership will terminate on conclusion of the period of internship, fellowship or residency training. In the event a Resident Physician member has met all membership requirements and makes application for Regular Active membership, his/her membership may automatically be transferred to Regular Active status.

Section 5.5 - Medical Student Active Membership

A member of the CMA Medical Student Section whose medical school or residence is located in this Society's geographic region is eligible for concurrent Medical Student Active Membership in the Society. The term "medical school", whenever used, includes both schools of medicine and schools of osteopathy. The term "medical student", whenever used, includes both students of medicine and students of osteopathy. In the event a Medical Student member has met all membership requirements and makes application for Resident Physician Active Membership, his/her membership may automatically be transferred to Resident Physician Active status.

Section 5.6 - Associate Membership

To be eligible for election to Associate membership, an applicant must hold the degree of MD or DO and must possess all of the qualifications necessary for Regular Active membership except the applicant must hold an unrevoked and unsuspended license to practice medicine from another state, and must not hold a California license to practice medicine. An applicant must meet all qualifications in the Bylaws of CMA for Associate membership in a component medical society.

Section 5.7 - Government Employed

To be eligible for election to a Government Employed membership, an applicant must be eligible for Regular Active membership and must receive more than 50% of his/her practice income from county, state or federal employment. Applicant must meet all qualifications in the Bylaws of CMA for Government Employed membership in a component medical society.

Section 5.8 - Multiple Memberships

To be eligible for Multiple Membership in the Society, an applicant must hold Active membership in another county medical society chartered by the CMA and meet all qualifications in the Bylaws of CMA for Multiple Membership in a component medical society.

Section 5.9 - Probationary Membership

Any member whose license to practice medicine and surgery is subject to conditions of probation by the Medical Board of California (MBC) or the Osteopathic Medical Board of California (OMBC) shall automatically become a Probationary Member of this Society. Such member may apply to the Board for restoration of said previous membership following termination of the probationary status of his/her license by the MBC or the OMBC. Probationary Members shall have the right to vote in general elections and the right to serve on committees with vote, but shall not otherwise have the right to vote or to be elected to a position on the Board of Directors or the Executive Committee of the Board. However, should a seated member of the Board of Directors or an Officer of the Executive Committee receive an MBC or OMBC disciplinary action of probation during his/her term, the following will apply:

1. Member of the Board of Directors: will be allowed to complete his/her term.
2. Officer (excluding the President and President-Elect): will be allowed to complete his/her one-year term.
3. President-Elect: Shall immediately step down and serve the remainder of his/her one-year term as an at-large member of the Executive Committee.
4. President: shall immediately step down and serve the remainder of his/her term as the immediate past president.

To be eligible for probationary membership in the Society, an applicant must meet all qualifications in the Bylaws of CMA for probationary membership in a component medical society. Probationary members shall continue to be liable for all dues.

Section 5.10 - Retired Membership

To be eligible for retired membership in the Society, an applicant must meet all qualifications for retired membership in the Bylaws of CMA. Upon resumption of the practice of medicine by any retired member, the Secretary of the Society shall transfer such member from the retired classification to the active classification and so notify CMA. Retired members shall not hold office on the Board, as a Delegate or Alternate Delegate or any other elected office.

Section 5.11 - Honorary Membership

A person distinguished for his or her service or attainments as a physician or in the field of public health or for research or other scientific work contributing to medicine may be elected to Honorary membership in the Society. Honorary members shall pay no dues.

Section 5.12 - Leave of Absence

The Board may grant a leave of absence to any active or government employed member in good standing who leaves his/her practice for a period of six or more months to engage in postgraduate study, or reason of extended illness or such other acceptable reason and for whom payment of dues would be a hardship. A leave of absence shall not be granted for more than one year, but may, in the discretion of the Board, be renewed upon request (up to a maximum of three (3) years). While on leave a member shall have no right to vote or hold office.

Section 5.13 - Out of State Membership

Out of State Membership shall be granted to any physician who would be eligible for active membership but for the fact they neither reside nor practice in the State of California. Out of State members pay full dues.

Section 5.14 - Provisional Membership

To be eligible for provisional membership in the Society, an applicant must possess all the qualifications necessary for active membership and be serving a provisional applicant term.

Section 5.15 - Rights of Members

Only Regular Active members of the Society are entitled to vote or hold elective office. Each Regular Active member shall be entitled to one vote. Proxy voting is prohibited. The right to vote and hold elective office does not extend to any other membership class. All members of the Society shall, regardless of membership class have the right to be appointed as voting members to committees. "Regular Active Members" are the only class of membership that meet the definition of "members" set forth in Section 5056 of the California Nonprofit Mutual Benefit Corporation Law.

Section 5.16 - Dues and Assessments

Each member shall pay periodic dues and assessments in such amounts and at such times as shall be determined by the Board pursuant to Article VIII of these bylaws.

Section 5.17 - Procedure for Admission

Any person desiring to become a member of this Society shall complete and submit a written or electronic application on a form specified by the Society for that purpose. The applicant shall specify the class of membership desired and shall be required to provide all information deemed pertinent by the Society. Each applicant agrees that if elected to membership, the applicant will be bound by the Articles and Bylaws of CMA, by the Bylaws of this Society, and by the Principles of Medical Ethics of the American Medical Association.

Following review by the Credentials Commission and publication of the name of the applicant in the official publication of the Society or on the Society's website, the Board may act on the application. The Board may vote for admission, deferral, or proposed rejection as outlined in the Bylaws of CMA. The affirmative vote of the Board shall be necessary for admission. In the event that the vote is for deferral or proposed rejection, the procedures specified by the Bylaws of CMA shall apply. If the CMA procedural rights are waived by the applicant, the application for membership shall be deemed to have been abandoned.

The names of those persons elected to membership in this Society shall be published in the official publication of the Society or on the Society's website.

Section 5.18- Transfer from Other County Medical Society

The procedure for transferring membership to this Society from another component medical society shall be as determined in the Bylaws of CMA and Section 5.16, above. A transferring member shall not be required to pay additional dues for the year in which application for transfer is made, provided the transfer certificate indicates that current dues have been paid to the transferring component medical society.

Section 5.19 - Resignation of Membership

Any member in good standing may resign by filing with the Secretary a written or electronic resignation which may be accepted by the Board only after all indebtedness to the Society has been paid to the date of filing of resignation.

Section 5.20- Reinstatement of Membership

A former member may be reinstated to membership in good standing at any time by a vote of the Board. Application for such reinstatement must be made in writing or by electronic format to the Board.

Section 5.21- Censure, Probation, Suspension, or Termination of Membership

The Society for good cause may expel, suspend, place on probation or otherwise censure any member in accordance with the Bylaws of CMA. Good cause warranting adverse action shall include: 1) being adjudged guilty of a criminal offense involving moral turpitude; 2) being adjudged guilty by this Society in accordance with the procedural requirements of the Bylaws of CMA of gross misconduct as a physician or a surgeon; 3) violation of any of the provisions of these Bylaws; 4) violation of any of the Principles of Medical Ethics promulgated from time to time by the American Medical Association; or 5) failure to comply with a request by, cooperate with, or appear before any committee or the Board after reasonable notice.

Section 5.22 - AutomaticTermination for Failure to Pay Dues

Membership in the Society shall terminate automatically if dues or any other indebtedness owed to the Society or to the CMA remain unpaid 90 days after any becomes due and payable. For good cause shown by the member prior to termination, the Board may continue membership on such terms as the Board establishes. The Society shall make reasonable efforts to provide written notification to any member whose membership is due to lapse for nonpayment of indebtedness no later than 60 days after dues become payable.

Section 5.23 - Automatic Termination, Suspension or Probation Based on Expiration, Cancellation or Disciplinary Action by the Licensing Board

Whenever a member's license to practice medicine in this state expires, is cancelled, surrendered, or is revoked, membership in the Society shall be immediately and automatically terminated as of the date the action becomes effective. Upon receipt of a copy of an action by the Medical Board or the Osteopathic Medical Board that a member has been placed on probation, or that a member's license has been suspended or surrendered to a court on order of a judge, the member's membership shall immediately and automatically be terminated, suspended or placed on probation as provided by the Bylaws of the CMA.

Article VI - Disciplinary Procedures

The Society shall follow the disciplinary procedures mandated by the Bylaws of the CMA.

Article VII - Meetings

Section 7.1 - Regular Meetings

The Society shall hold at least one general membership meeting per year, at such time and place, as the Board shall designate. Written or electronic notification of all general meetings of the Society shall be provided at least ten days but not more than 90 days before the date of the meeting so that due notice is given to all members of the Society. Additional notice requirements shall be as set forth in Section 7511 of the California Nonprofit Mutual Benefit Corporation Law.

Section 7.2 - Special Meetings

Special meetings may be called by the President, the Board, or on the written request of at least five percent of the Active members of the Society. Business at special meetings will be limited to agenda items only. Notice of any special meetings shall be given at least ten days prior to the meeting and shall state the business to be transacted and the time and place for the meeting. Such meetings, if not called by the Board, must be held at least 35 but no more than 90 days after receipt of the request. Additional notice requirements shall be as set forth in Section 7511 of the California Nonprofit Mutual Benefit Corporation Law.

Section 7.3 - Quorum

The presence in person of five percent of the active members of the Society shall constitute a quorum for the transaction of regular agenda business at any regular or special meeting of the Society. The presence in person of one-third of the active members of the Society shall constitute a quorum for the transaction of non-agenda items of business at any regular meeting of the Society. A majority of those present shall decide all questions presented. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members 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. Additional quorum requirements shall be as set forth in Section 7512 of the California Nonprofit Mutual Benefit Corporation Law.

Article VIII - Dues and Assessments

Section 8.1 - When Payable

The annual dues for each class of membership shall be fixed by the Board each year and payable on January 1 (CMA) and July 1 (Society) for the ensuing year. The annual dues payable to the Society by dues paying members shall include the amount fixed by the Board as the amount to be retained by the Society and the annual dues payable to CMA. Annual dues must be paid on or before the date fixed by the Board to avoid delinquency. Funds may also be raised by voluntary contributions or by special assessment or in any other manner approved by the Board. Dues to the AMA shall be voluntary.

8.2 - Collection and Transmittal to CMA

The Treasurer shall cause to be collected and shall promptly forward to CMA the dues and assessments received for each member.

The Board shall have the authority to approve dues discounts or waivers for members who are eligible for reduced CMA dues if the Society reduces its dues to the same degree as the CMA dues reduction.

Article IX - Board of Directors

Section 9.1 - Composition & Term

The Board shall consist of the following members: six officers, President, President-Elect, Vice President, Secretary, Treasurer, and Immediate Past President; the Directors representing the five districts; one Young Physician; one Resident Physician; one Medical Student; the Public Health Officer of San Bernardino County, if a member of the Society; the District II Chair and Vice Chair, if a member of the Society; the CMA Trustees representing District II, if a member of the Society; the AMA Delegate(s) representing District II, if a member of the Society; and the AMA Alternate Delegate(s) representing District II, if a member of the Society. The Board of Directors may honor a distinguished Society member through a one-year appointment to an Ex-officio Emeritus voting board seat.

The officers of the Board shall be elected in the manner provided in the Bylaws of the Society to serve one year or until their successors shall qualify.

The Directors representing the five districts shall be elected as provided in the Bylaws and shall serve for a term of two years. The Young Physician representative, Resident Physician representative, Medical Student representative, and Public Health Officer shall be elected as provided in the Bylaws of the Society, and shall serve for a term of one year. One-third of the elected Directors shall stand for reelection each year.

The CMA Trustees, the District II Chair and Vice Chair, AMA Delegate(s) and AMA Alternate Delegate(s) shall serve for as long as they are in office.

Section 9.2 - Powers, Duties and Responsibilities of the Board of Directors

Subject to the provisions of these Bylaws, the Board shall be vested with full and complete power and authority to manage, control, use, invest, reinvest, lease, transfer, mortgage, convey in trust, sell or otherwise dispose of all property and assets of whatever kind or nature owned by the Society, and shall also be vested with full and complete power and authority to do and perform all acts, and to conduct, manage, control, and transact all the affairs and business of and for and on behalf of the Society, and to manage and conduct all the work and activities of the Society in fulfilling its purposes. The Board may delegate the management of the activities of the Society to any person or persons, a management company or committees however composed, provided that the activities and affairs of the Society shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. In addition, the Board may investigate and consider any matter that may be of concern to the Society.

The Board shall also formulate rules governing the expenditure of monies to meet the necessary expenses and fixed charges of the Society and shall consider and approve a budget at their May meeting for the forthcoming year.

Section 9.3 - Meetings of the Board

The Board shall hold regular meetings at times and places designated by it. Due notice and time and place of each meeting shall be sent by the Secretary to each director.

Special meetings of the Board for any purpose or purposes may be called at any time by the President, President-Elect, Secretary or any two directors. The Secretary shall give at least 48 hours personal or telephone notice or four days fax, first-class mail, or e-mail notice of the time and place of special meetings to each director.

Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing or electronically to such action. Such written and/or electronic consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written or electronic consent shall have the same force and effect as a unanimous vote of such directors.

Section 9.4 - Participating in Meetings by Conference Telephone

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Members of the Board may participate in a directors' meeting through use of conference telephone, electronic video screen, or other communications equipment. Participation in a directors' meeting through use of conference telephone constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through the use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply: (a) each member participating in the meeting can communicate with all of the other participating members concurrently; (b) each member is provided the means of participating in all matters before the board including, without limitation, the capacity to propose or to interpose an objection to, a specific action to be taken by the Society; and (c) the Society adopts and implements some means of verifying both of the following: (i) a person participating in the meeting is a director or other person entitled to participate in the Board meeting and (ii) all actions of, or votes by, the Board are taken or cast only by the directors and not by persons who are not directors.

Section 9.5 - Waiver of Notice

Notice of a meeting need not be given to any director who signs a waiver of notice or written or electronic consent to holding the meeting or an approval of its minutes, whether before or after the meeting, or who attends the meeting without protesting, prior or at its commencement, the lack of notice to that director. All the waivers, consents, and approvals as to a Board meeting shall be made a part of the minutes of the meeting.

Section 9.6 - Quorum and Minutes

The presence of a simple majority of the Board eligible to vote in regular or special meetings constitutes a quorum. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for the meeting. All acts and proceedings of the Board shall be recorded by the Secretary in minutes and shall be submitted to the Board for approval at its next regular meeting.

Section 9.7 - Disqualification of Board Member for Non-Attendance

The Board may declare vacant the office of any board member who is absent from two consecutive regular meetings, without an excuse satisfactory to the Board. The record of attendance of any director as recorded in the approved minutes of the meetings of the Board shall be conclusive evidence of the director's presence or absence. Such vacancies shall be filled pursuant to Article XIV.

Article X - Officers

Section 10.1 - Officers and Terms

The officers of this Society shall be President, President-Elect, Vice President, Secretary, Treasurer and Immediate Past President. All officers shall serve for a term of one year, or until their successors are installed.

Section 10.2 - Duties of the President

The President shall be the chief spokesperson of the Society, and as such shall carry out the expressed will of the Board of the Society in all matters not in conflict with the Bylaws. The President shall preside at all meetings of the Board, the Executive Committee, and the general meetings of the Society. The President shall be a member ex-officio of all committees, except committees primarily engaged in individual peer review or which are exclusively judicial in function.

Section 10.3 - Duties of the President-Elect

The President-Elect shall assist the President in the discharge of the President's duties and shall act for the President if the President is absent or disabled. At the conclusion of the President-Elect's term of office, the President-Elect shall then succeed to the presidency. The President-Elect shall be an ex-officio member of all committees of the Society, except committees primarily engaged in individual peer review or which are exclusively judicial in function.

No person shall be eligible to election as President-Elect unless they have served for at least three years as a member of the Board prior to assuming that office.

Section 10.4 - Duties of the Vice President

The Vice President shall assist the President and the President-Elect in the discharge of their duties.

Section 10.5 - Duties of the Secretary

10.5a Attend and keep or cause to be kept minutes of all business meetings of the Society, of the Board and of the Executive Committee and shall keep minutes of their respective proceedings.

10.5b Be the custodian of all records, papers and the seal of the Society.

10.5c Keep or cause to be kept an accurate roster on which shall be shown the full name, as it appears on the member's medical license, address, school and date of graduation, number of license to practice in this state (or, for physicians practicing in a federal enclave, the state where they are licensed), class of membership, date of birth and such other information as CMA shall prescribe; and further shall make or cause to be made all required reports to the CMA including timely reports of any resignation or expulsion.

10.5d Give or cause to be given all notices of all meetings of the Board, committees and members as required by the Bylaws of this Society, its Board or as required by law.

10.5e Perform such other duties as the Board may direct.

Section 10.6 - Duties of the Chief Financial Officer (Treasurer)

10.6a Responsible for the accounting of all monies received by the Society and deposit all monies in such commercial or savings bank as shall be designated by the Board as depositories of the Society, or make such other disposition of the funds as shall be ordered by the Board.

10.6b Keep or cause to be kept accurate and correct books and records of account.

10.6c Remits to the CMA the annual dues and assessments of members for whom payment has been received by the Society as required by the CMA; and

10.6d Renders quarterly to the Board a report of the work of his/her office and a report of the Society's funds.

10.6e Performs such other duties as the Board may direct.

10.6f Prepares or causes to be prepared an annual report not later than 120 days after the close of the Society's fiscal year. The contents of the annual report shall satisfy the minimum requirements set forth in section 8321 of the California Nonprofit Mutual Benefit Corporation Law.

10.6g Once a year, the books and accounts of the Society shall be examined by a certified public accountant (CPA) selected by the Board. An audit will be conducted every fourth year unless otherwise deemed necessary. On years there is no audit, a CPA shall review the books and accounts.

Article XI - Executive Committee

Section 11.1 - Members

The Executive Committee of the Board shall consist of the President, President-Elect, Vice President, Secretary, Treasurer and Immediate Past President.

Section 11.2 - Meetings

The Executive Committee shall meet on call of the President, on the President's absence, on call of the President-Elect. Three members thereof shall constitute a quorum.

Section 11.3 - Duties

The Executive Committee shall act for and on behalf of the Board in the transaction of the business of the Society in the intervals between the meetings of the Board. It shall have such advisory powers and such other duties as the Board shall from time to time determine.

Section 11.4 - Records

All the acts and proceedings of the Executive Committee shall be recorded by the Secretary and shall require the ratification or approval of the Board except in matters of great urgency when action by the Executive Committee is required.

Article XII - Delegates and Trustees

Section 12.1 - Delegates to the California Medical Association

12.1a The number of Delegates and Alternates to which the Society is entitled shall be determined in accordance with the Bylaws of the CMA. The Delegates shall represent the Society in the CMA House of Delegates. They shall be nominated and elected as per these Bylaws and per the Bylaws of the CMA and their activities shall be governed by the Bylaws of the CMA. The term of a Delegate or Alternate shall begin as of December 1 following election and shall be three years, except that the initial term of any new office which the Society is entitled to elect shall be one year whenever such short term will more nearly provide for the election of one-third of the Delegates or Alternates in any year.

Delegates shall attend all meetings of the CMA House of Delegates and shall faithfully represent this Society and the profession of medicine. In the absence or inability of a Delegate to serve, his/her regularly elected Alternate shall serve in his/her place.

12.1b District II Delegation (San Bernardino, Riverside, Inyo and Mono Counties). The Delegates and Alternates shall meet each year at the call of the District II Delegation Chairperson or Vice Chairperson not less than thirty (30) nor more than ninety (90) days prior to the annual meeting of the CMA. Elections for the District II Delegation Chairperson and Vice Chairperson for the coming year will be conducted at this meeting. The District II Delegation Chairperson and Vice Chairperson will be elected by simple majority of the District II Delegates present at this meeting.

12.1c The District II Delegation Chairperson or Vice Chairperson will call subsequent meetings of the Delegation.

12.1d The Board may instruct the Delegates concerning their policies or actions as members of the House of Delegates of the CMA. It shall be the duty of the Delegates to use every effort to carry out these instructions insofar as practical.

12.1e The Chairperson of the District II Delegation shall be responsible for the seating of the regularly elected Delegates or qualified Alternates.

12.1f The Chairperson or Vice Chairperson of the District II Delegation shall present to the Board at its first meeting following the meeting of the CMA House of Delegates, a report of the activities of the Delegation, which report shall be published in the official publication of the Society or on the Society's website.

Section 12.2 - Trustees to the California Medical Association

12.2a Each Trustee representing this Society on the CMA Board of Trustees shall be the liaison officer between the Society and CMA.

12.2b The CMA Trustees shall be elected directly by the membership of the District II Delegation as provided in the Bylaws of the CMA, Trustees shall serve for terms of three years; except that the initial term of a new office may be less than three years to allow staggering terms. A Trustee shall not serve more than three consecutive full terms of office. A full term shall mean a term of two or more years, as stipulated in the Bylaws of the CMA.

12.2c Any Active member in good standing may nominate or be nominated for Trustee.

Section 12.3 - Delegates to the American Medical Association

The AMA Delegate(s) and Alternate Delegate(s) shall be elected directly by the membership of the District II Delegation as provided by the Bylaws of the CMA. They shall serve a two-year term as stipulated in the bylaws of the AMA.

Article XIII - Resignation and Removal from Office

Section 13.1 - Resignation

Any person elected pursuant to these Bylaws may resign at any time by giving written or electronic notice to the Society. Any resignation shall take effect at the date of the receipt of that notice or any later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.

Section 13.2 - Removal without Cause

Any person elected pursuant to these Bylaws may be removed from office without cause by a recall election. A recall election may be initiated by a petition signed by 10 percent of the regular active membership of the Society or by an affirmative vote of at least two-thirds (2/3) of all members of the Board at any regular or special meeting of the Board.

Following initiation of a recall election by petition or Board vote, the Secretary shall cause a ballot to be printed and mailed to the Regular Active members of the Society at least 14 days prior to the election date. The procedure of voting shall be same as described in these Bylaws for all elections. If a majority of votes cast is in favor of the recall, the removal from office shall immediately become effective.

Section 13.3 - Removal for Cause

Any person elected pursuant to these bylaws may be removed from office for cause whenever that person has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising under Section 7238 of the California Nonprofit Mutual Benefit Corporations law, or who ceases to be a regular active member of the Society with the right to vote.

Article XIV - Vacancies in Office

Section 14.1 - General

A vacancy in any office shall be deemed to exist upon death, disability that renders the person serving incapable of performing the duties of such office, resignation or removal from office.

Section 14.2 - President

In the event of the death, resignation or removal of the President, the President-Elect immediately shall become President for the unexpired term and for the succeeding term to which he/she was originally elected.

Section 14.3 - President-Elect

In the event of a vacancy in the office of President-Elect, the Vice President shall succeed to the office of President-Elect for the remainder of the President-Elect's term, and thereafter shall serve a full term as President.

Section 14.4 - Vice President

In the event of vacancies in the offices of both the President and President-Elect, the Vice President shall succeed to the office of President for the remainder of the President's term. If the Vice President cannot serve or continue to serve for any reason, the Secretary shall succeed to the office of President for the remainder of the President's term.

Section 14.5 - Other Officers

Vacancies occurring during the unexpired terms of any of the other officers of the Society shall be filled by appointment of the Board, unless otherwise specified in these Bylaws.

Section 14.6 - Directors

In the event of death, resignation or removal of any regularly elected Director, the President shall appoint a member for the unexpired term.

The Board by appointment shall fill any vacancy in office not otherwise provided for in the Bylaws, which occur during the term of office. Such appointee shall fill the unexpired term.

Article XV - Elections

Section 15.1 - Conduct of Election

The Board shall conduct all elections and shall have charge of all matters pertaining thereto as provided for in these Bylaws.

Section 15.2 - Nomination of Candidates

15.2a The date of the January Nominating Committee meeting will be announced in any or all of the following: in the official publication of the Society, on the Society's website, in the Society's Fax newsletters during December and in January. All members are invited to submit nominees.

15.2b The Nominating Committee shall meet at the call of its chairperson during the month of January and shall nominate one or more candidates for each elective office. The Nominating Committee shall choose its nominees by majority vote of its members and shall report its nominations to the Board at its January meeting.

15.2c Upon receipt of the list of duly qualified nominees from the Nominating Committee, the Board will cause to be published said list of nominees on the Society's website with announcements in the Society's Fax newsletter in late February and March announcing that the nominees are posted on the Society's website.

15.2d Additional nominations for the Board and CMA Delegation may be made by a petition signed by twenty active members of the Society, or of the District if the nomination is for a District office. Said petition must be presented to the Secretary by March 30 and must be accompanied by the candidate's written consent to serve, if elected.

15.2e There shall be no further nominations after March 30 and nominees shall be published in the May issue of the official publication of the Society.

Section 15.3 - Medical Society Elections

15.3a Officers, Board members and CMA Delegates and Alternate Delegates shall be elected from those nominated. Board members will be elected by geographic districts. Each district shall be entitled to a minimum of one Board director. Representation will be based upon the number of Regular Active and Resident Physician Active members or major fraction thereof. There will also be at least one member "At Large".

15.3b The County shall be divided into five districts for purposes of equitable representation on the Board and in such other areas of administration as may be advisable. Delegates and Alternate Delegates to the CMA shall, whenever possible, be elected based upon the population of the geographic districts where they practice. The primary consideration in the election of Delegates and Alternate Delegates to the CMA shall be their willingness to serve in those offices.

15.3c The smaller intervening and adjacent areas shall be included in the district with which they are contiguous. These district boundaries may vary slightly from the exact legally incorporated city boundaries, where advisable. The Board, if necessary to maintain the proper balance between districts, may change these exact boundaries.

15.3d Young Physician Representative The Society's Nominating Committee shall provide nominee.

15.3e Resident Physician Representative Nominee shall be provided by those hospitals that have residency programs in San Bernardino County. The nominee must be a member of the Society and CMA.

15.3f Medical Student Representative Nominee shall be provided by Loma Linda University School of Medicine. Medical Student representative must be a member of the Society and CMA.

15.3g Public Health Officer Board Seat To be seated on the Board, the Public Health Officer of San Bernardino County must be a member of the Society and CMA. He/she shall be appointed by the Society's Executive Committee and formally elected by the Society Board at their May board meeting.

15.3h Ex-Officio Emeritus Board Seat(s) The Board may honor a Society member distinguished for his/her service to the Society. He/she shall be appointed for a one-year seat by the Society's Executive Committee and formally elected by the Society Board at the May Board meeting.

Section 15.4 - Election Procedures

15.4a The election shall be held by secret ballot. The secret ballot shall be mailed to the general membership of the Society no later than the first of May. The marked ballots must be returned with a postmark of no later than twelve midnight on the 15th of May. All persons voting by mail shall sign their name on the outside of the envelope enclosing another blank sealed envelope with their ballot.

15.4b A simple majority vote of those marked ballots received shall be necessary to elect. If no nominee receives a majority of the vote cast on the first ballot, all the nominees except the two highest shall be dropped and a second ballot shall be taken to determine the successful candidate for said office.

15.4c In case two or more candidates receive an equal number of votes, election shall be determined by lot in such a manner as the President shall determine and the person in whose favor the lot falls shall be declared duly elected.

15.4d The President of the Society shall appoint three tellers, all Active members of the Society, to count the ballots. The final count will be notarized and reported at the May Board meeting. Any member of the Society wishing to be present at the time the ballots are opened and counted can contact the Society offices for the date and time of the official count.

15.4e If no petitions for additional nominations are received by the March 30 deadline, subject to Section 15.2(d) of this Article XV, the following will apply: Candidates unopposed because of no further nominations for their office will be considered elected.

Section 15.5 - Terms of Elective Office

15.5a The terms of officers shall begin on July 1 of the year in which they are elected and shall end on June 30 of the following year.

15.5b The terms of the regularly elected directors shall begin on July 1 of the year in which they are elected and shall end on June 30 of the second year (two-year terms).

15.5c The terms of Delegates and Alternate Delegates to the CMA shall begin on December 1 of the year in which they are elected and shall end on November 30 of the third year (three-year terms.)

15.5d The terms of Delegate(s) and Alternate Delegate(s) to the AMA shall begin on January 2 of the year succeeding their election and shall end on December 31 of the second year (two-year terms).

Section 15.6 - Restrictions on Voting

Neither cumulative voting nor voting by proxy shall be allowed.

Article XVI - Commission and Committees

Section 16.1 - General

The Society shall have such standing and special committees, as the Board shall approve subject to these Bylaws.

Section 16.2 - Nominating Committee

The Nominating Committee shall be appointed by the Executive Committee. It shall consist of the two preceding past presidents and two representatives from each of the five districts. The Immediate Past President shall be the chairperson of the Nominating Committee. The President and President-Elect may sit as ex-officio members.

Section 16.3 - Credentials Commission

In addition to other duties specified in these Bylaws, this commission shall investigate the credentials, records, and qualifications of all applicants for all types of membership. It shall provide information for new members and shall make its written recommendation thereon to the Board.

Section 16.4 - Special Committees, Powers and Duties

Special committees may be appointed (a) by the President on authorization by the Board, or (b) by the Board when deemed advisable. These special committees shall have whatever powers and duties the Board may prescribe.

Section 16.5 - Organization and Appointment of Commissions and Committees

16.5a Each commission and committee shall consist of a chairperson and additional members.

16.5b The Society, during the month of March, will survey its members to determine their interest in serving on a commission or committee of the Society. Based on that survey, the President-Elect, during the month of May, shall appoint, with the advice and consent of the Board, the members of the commissions and committees and their chairpersons.

Section 16.6 - Term of Office

The term of any member shall be one year (July 1 through June 30), but at least two-thirds of the members appointed to any commission or committee shall be persons who served on the commission or committee in the prior year.

Section 16.7 - Meetings of Commissions and Committees

The Chairperson of the respective commission or committee shall determine time, place and frequency of meeting.

Section 16.8 - Reporting and Responsibility of Commissions & Committees

All commissions and committees shall report directly to the Board as often as the Board may direct and shall be directly responsible to the Board for the satisfactory performance of their duties. Written annual reports shall be submitted by Commission and Committee Chairpersons to the Board at the May board meeting.

Article XVII - Right, Title, or Interest in Society Property

No person other than a Regular Active member in good standing shall have any right, title, or interest in the property of the Society. The interest of any Regular Active member therein shall cease when that member ceases to be a Regular Active member in good standing of the Society.

If any Regular Active member shall resign or otherwise cease to be a member, all of his/her interest in and to all property and funds of the Society shall terminate, and such termination of membership shall operate as a release and assignment to the Society of all right, title, and interest of such member in and to all property and funds of the Society.

Article XVIII - Amendments

Section 18.1 - Amendment by Board - Membership Rights Limitation

Subject to the rights of Active Members under Sections 18.2 - 18.4 of these Bylaws, the Board may adopt, amend, or repeal Bylaws unless the action would:

1. Materially and adversely affect the Active Members' rights as to voting, dissolution, redemption or transfer;
2. Increase or decrease the number of Active Members authorized in total or for any class.
3. Effect an exchange, reclassification or cancellation of all or part of the Active Memberships.
4. Authorize a new class of Active Membership.
5. Increase or extend the terms of Directors.
6. Allow any Director to hold office by designation or selection rather than by election by the Active Members.
7. Increase the quorum for Active Members' meetings.
8. Repeal, restrict, create, expand, or otherwise change proxy rights, or
9. Authorize cumulative voting.

Section 18.2 - Changes in Number of Directors

The Board may not, without the approval of the Active Members, specify or change any Bylaw provision that would:

1. Fix or change the authorized number of directors, or
2. Fix or change the minimum or maximum number of directors, or
3. Change from a fixed number of directors to a variable number of directors or vice versa.

Section 18.3 - High Vote Requirement

If any provision of these Bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote.

Section 18.4 - Amendment by Members

New Bylaws may be adopted, or these Bylaws may be amended or repealed, by approval of the Regular Active Members. Any provision of these Bylaws that requires the vote of a larger proportion of the Active Members than otherwise is required by law may not be altered, amended, or repealed except by the vote of that greater number. No amendment may extend the term of a Director beyond that for which the Director was elected.

Amendments to these Bylaws may be proposed by ten percent of the Active Members or, by any member of the Board.

The proposed amendment or amendments shall be considered adopted (1) when receiving a majority affirmative vote by the members entitled to vote and present at a membership meeting noticed for that purpose, or (2) with respect to a mail ballot, when receiving a majority affirmative vote with the return of 25 percent of the ballots, or, with respect to amendments within the power of the Board, by a two-thirds affirmative vote of the entire Board.

The Board may amend the Bylaws by the following procedure: Bylaws must be mailed to the Board five days before the next regular meeting of the Board. The Bylaws amendment would then be considered or discussed, not acted upon. The Board then must consider the Bylaws amendment at its next regular Board meeting for final approval by two-thirds majority vote of the entire Board.

Article XIX - Parliamentary Rules

All meetings of the Society shall be governed by the parliamentary rules and usages contained in the current edition of Sturgis' Standard Code of Parliamentary Procedure, when not in conflict with these Bylaws.

Article XX - Indemnification of Agents

Section 20.1 - Indemnification

The Society shall indemnify its agents to the maximum extent permitted by law.

Section 20.2 - Insurance

The Society shall have the right to purchase and maintain insurance, to the full extent permitted by law, on behalf of any agent of the Society against any liability asserted against or incurred by any agent in such capacity or arising out of the agent's status as such, whether or not the Society would have the power to indemnify the agent against such liability under law.

Article XXI - Records and Reports

Section 21.1 - Reconciliation of Current and Delinquent Members

The Secretary shall respond within 15 days of receipt each year of CMA's electronic list of members in good standing and delinquent members of the Society, by furnishing CMA an electronic response in CMA's standardized format, reconciling the lists of current and delinquent members and unpaid dues amounts it receives from CMA with the Society's records.

Section 21.2 - Maintenance of Corporate Records

The Society shall keep at its principal office (i) adequate and correct books and records of account; (ii) minutes in written form of the proceedings of its Members, the Board, committees of the Board, and other committees; and (iii) a record of its Members, giving their names and addresses and the class of membership held by each.

Section 21.3 - Members' Inspection Rights

Unless the corporation provides a reasonable alternative as provided below, any Active Member may do either or all of the following for a purpose reasonably related to the member's interest as a member:

21.3a Inspect and copy the records of Active Members' names and addresses at reasonable times, upon five business days' prior written demand, which demand shall state the purpose for which the inspection rights are requested.

21.3b Obtain from the Secretary, upon written demand and payment of a reasonable charge, a list of the names and addresses of the Active Members, as of the most recent date for which it has been compiled, or as of a date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The Secretary shall make the list available on or before the later of 10 business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.

The Secretary may, within 10 business days after receiving a demand pursuant to subsection (a) or (b) above, deliver a written alternative method of achieving the purpose identified without providing access to or a copy of the membership list. Any rejection of this alternative must also be in writing and explain why the proposed alternate does not meet the proper purpose of the demand.

If the Society reasonably believes that 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. This right of inspection extends to the records of any subsidiary of the Society.

21.3c Inspect and copy at any reasonable time the accounting books and records and minutes of proceedings of the members, the Board and committees of the Board upon written demand all pursuant to Sections 8330 through 8338 of the California Nonprofit Mutual Benefit Corporations Law.

Section 21.4 - Maintenance and Inspection of Articles and Bylaws

The Society 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. Upon request, any member may obtain a copy of the Bylaws as amended to date.

Section 21.5 - Inspection by Directors

Every director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Society pursuant to Section 8334 of the California Nonprofit Mutual Benefit Corporations Law.

Section 21.6 - Annual Report

The Board shall cause an annual report to be prepared and posted on the SBCMS website not later than 120 days after the close of the Society's fiscal year and shall notify each Active Member of the right to receive a copy of the annual report by either going to the SBCMS website or by requesting SBCMS to mail a copy as provided by Section 8321 of the California Nonprofit Mutual Benefit Corporations Law.

Article XXII - Nonpartisan Activities

This corporation has been formed under the California Nonprofit Mutual Benefit Corporation Law for the purposes described in Article I, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause of measure being submitted to the people for a vote. The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

Article XXIII - Seal

The Society shall have a seal of such design and with such words, emblems or figures, as the Board shall determine. The Board may change the design, words, emblems or figures upon the seal at its discretion.

Article XXIV - Repeal

Any and all previous Bylaws of this Society are hereby repealed.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of the San Bernardino County Medical Society; that the above Bylaws, consisting of 13 pages, are the Bylaws of this Society as adopted by the Board of Directors on January 26, 2009, and that they have not been amended or modified since that date.

Executed on January 26, 2009 at Riverside, California

Mohan Mallam, M.D., Secretary