REGULATIONS OF THE SOCIETY
FOR MEDICAL DECISION MAKING, INC.
Originally Proposed and Approved September 16, 1980
Article 1
NAME
1.0 The name of the Society governed by these Regulations
is the Society for Medical Decision Making, Inc.
Article 2
INCORPORATION
2.0 The Society for Medical Decision Making, Inc. is
incorporated as a nonprofit corporation for scientific
and educational purposes under the laws of the State
of Ohio. The corporate office is located in the City
of Cincinnati, County of Hamilton, State of Ohio. The
conditions of incorporation are subject to the terms
of the Articles of Incorporation, filed with Secretary
of the State of Ohio on August 20, 1979.
Article 3
PURPOSES
3.0 The Society for Medical Decision Making is dedicated
to promoting rational and systematic approaches to decision
making that will improve the health and clinical care
of individuals and assist health policy formation. The
cornerstones of our mission are multidisciplinary scholarship,
the development of applications that benefit patients
and society, the evaluation of such applications, and
dissemination.
3.1 To publish a journal.
3.2 To sponsor scientific meetings and other educational
programs.
Article 4
MEMBERSHIP
4.0 There are five classes of membership: Active, Member-in-
Training, Emeritus, Institutional and Honorary. A member
can belong to only one class of membership at a given
time.
4.1 Active members are persons who have an interest
in medical decision making and in furthering the purposes
of the Society described in Article 3.
4.2 Members-in-Training are persons in formal training
programs in a setting acceptable to the Society. Applications
for Members-in-Training are processed in the same manner
as for active members.
4.3 Emeritus members: Any member of the Society who
reaches the age of 65, with five years of active membership,
or any member who, by reason of permanent disability
or undue hardship, has been rendered unable to continue
active membership, may apply for Emeritus membership
by written application to the Secretary of the Society.
The Emeritus classification will be awarded by a majority
vote of the Board of Trustees. The dues and other fees
for Emeritus members will be set from time to time by
the Board of Trustees. Emeritus members shall retain
all privileges of Active members except the right to
hold elective office, excluding the office of Historian.
4.4 Honorary members are persons proposed for this distinction
by the Executive Committee and by a majority vote of
the Board of Trustees, and who are accepted by a two-thirds
vote of the membership attending an annual business
meeting. Honorary members have the privilege of attending
meetings without payment of registration fees.
4.5 Institutional members are entities such as corporations,
research institutes, foundations, etc. which are interested
in medical decision making. These members shall not
vote nor hold office.
4.6 Revocation of membership: Membership in any category
can be revoked for cause by a two-thirds vote of the
Board of Trustees.
Article 5
OFFICERS AND TRUSTEES
5.0 The officers of the Society shall consist of the
President, President-Elect, Vice-President/Education
Coordinator, Vice-President elect, Secretary-Treasurer,
Secretary-Treasurer elect and Historian. No person shall
hold more than one elected office at one time.
5.1 Qualifications: Only active members of the Society
are eligible to hold office or to serve as a member
of the Board of Trustees, except that the Historian
may be an Emeritus member.
5.2 The term of office for the President, President-Elect,
Vice President/Education Coordinator, Vice President-Elect
and Secretary-Treasurer elect shall be one year. For
the Secretary-Treasurer, it shall be two years and for
the Historian, it shall be five years. A year, for this
purpose, is defined as commencing immediately upon election
at the annual meeting and terminating at the time of
elections at the next consecutive annual meeting. No
officer may succeed him or herself, except for the Historian.
An individual may be re-elected to the same office after
an absence of two years. The Board of Trustees, by a
two-thirds vote, may declare a state of emergency and
extend the term of office of an officer.
5.3 Nominations: The nominating committee shall submit
to the Board of Trustees, at its annual meeting, a slate
of candidates for President-Elect, Vice President-Elect,
and as necessary for Secretary-Treasurer add elect and
Historian.
5.3.1 Upon consideration of the recommendations of the
Nominating Committee, the Board of Trustees shall nominate
a slate of candidates ( at least two for each vacant
position except that the Historian may run unopposed),
and shall notify the membership of this slate, in writing,
not fewer than one hundred five (105) days prior to
the scheduled Annual Business Meeting.
5.3.2 Additional nominees may be added to the slate
for any office by petition. Such petitions must be submitted
to the board of Trustees not fewer than seventy five
(75) days prior to the scheduled Annual Business Meeting,
and shall consist of:
1) The name of the nominee and the office for which
the nominee is competing;
2) Ten (10) signatures of, or letters from, members
in good standing, endorsing the proposed candidacy and;
3) A statement signed by the nominee and indicating
that the nominee agrees to serve if elected.
5.4 The slate of nominees, expanded by the petition
process, shall be submitted in writing to the membership
not fewer than forty five (45) days prior to the Annual
Business Meeting.
5.5 Voting: Voting will be by secret mail ballot. The
closing date is to be 14 days prior to the annual business
meeting. All trainees, regular members, and emeritus
members who are members in good standing as of July
1 in the year an election is held shall be eligible
to vote in that election. One person shall be elected
to each office by a plurality vote of the members voting.
5.6 The term of office of an elected officer begins
at the annual business meeting in which s/he was elected.
5.7 The Board of Trustees, hereinafter called the Board,
is composed of the following:
5.7.1 Nine (9) elected members shall be elected as provided
for in Sections 5.3, 5.4 & 5.5.
5.7.2 The six members of the Executive Committee, as
described in Section 8.1.1.
5.7.3 The Editor of the official journal of the Society,
who shall serve without vote unless s/he has gained
membership to the Board of Trustees under Sections 5.3,
5.4, & 5.5.
5.7.4 Elected members of the Board of Trustees: The
Nominating Committee shall submit to the Board of Trustees
a slate of candidates. Upon consideration of the recommendations
of the Nominating Committee, the Board of Trustees shall
nominate a slate of candidates, and shall notify the
membership of this slate, in writing, not fewer than
one hundred five (105) days prior to the scheduled Annual
Business Meeting. Voting shall be by secret mail ballot
as expanded in sections 5.3.2, 5.4 & 5.5. Those
nominees receiving the highest number of votes shall
be elected to office on the Board of Trustees so as
to fill the expected number of vacancies. In the event
of a tie, a run-off ballot shall be taken at the annual
meeting.
5.7.5 Three new members of the Board of Trustees shall
be elected each year in order that two thirds of the
members will remain.
5.7.6 The term of office of an elected Trustee shall
be three years. No Trustee may serve three consecutive
terms. However, a Trustee serving on the Board by virtue
of the provisions in Sections 5.3, 5.4 or 5.5 shall
not be subject to this limitation. Trustees shall assume
office immediately upon election at the annual business
meeting.
5.7.7 The editor of the SMDM newsletter will serve as
an ex-officio member of the Board of Trustees without
vote unless s/he has gained membership in the Board
of Trustees under Sections 5.3, 5.4 and 5.5.
5.7.8 The editor of the SMDM website will serve as an
ex-officio member of the Board of Trustees without vote
unless s/he has gained membership to the Board of Trustees
under Sections 5.3, 5.4 and 5.5.
Article 6
DUTIES OF OFFICERS
6.0 The duties of all officers shall be as specified
by the laws of the State of Ohio (in which State this
Society is incorporated), these Regulations, and Robert's
Rules of Order, Newly Revised. In the event of inconsistency,
the precedence among the foregoing shall be in the order
set forth above.
6.1 President: The President shall be the presiding
officer of the Society, is an ex-officio member of the
Board of Trustees and a non-voting member of all committees
except that s/he shall not be a member of the Nominating
Committee. S/he shall perform such other duties and
exercise such other powers as may be determined from
time to time by the Board of Trustees.
6.1.1 The President shall preside at all meetings of
the Executive Committee, the Board of Trustees, the
annual business meeting of the Society, and at any special
meetings that may be called.
6.1.2 With the advice of the Executive Committee, the
President appoints members and chairs of special committees
as provided in Section 8.2.
6.1.3 The President, with the consent of the majority
of the Executive Committee, may act in an emergency
without a meeting of the Board of Trustees.
6.2 President-Elect: The President-Elect is ex-officio
a member of the Board of Trustees and a non-voting member
of all committees except s/he shall not be a member
of the Nominating Committee. S/he initiates such preparatory
measures as are implied by his or her office, and, at
the end of one year in office, the President-Elect shall
assume the office of the President. The President-Elect
shall perform the duties of the President if s/he is
absent or unable to act, and shall assume the office
of President in the event it becomes vacant.
6.2.1 The President-Elect shall be installed as President
at the annual business meeting of the Society, at which
time his or her term as President-Elect expires.
6.2.2 With the advice of the Executive Committee, the
President-Elect shall appoint the chairs of the standing
committees to serve during his or her term as President
as set forth in Article 8 with the exception of the
Education committee. With the advice of the chairs so
appointed, the President- Elect shall appoint members
to fill the vacancies on the standing committees, or
the chairs may appoint their own members with the approval
of the President-Elect. The Finance Committee, a special
case, is described in Section 8.1.3. The education committee,
also a special case is described in Section 8.1.10.
6.2.3 With the advice of the Executive Committee and
the President, the President-Elect shall appoint certain
members of special committees, as provided in Section
8.2.
6.3 Vice-President/Education Coordinator. The Vice-President/Education
Coordinator shall be in charge of all the educational
and outreach activities of the Society.
6.3.1 The Vice-President/Education Coordinator is ex-officio
a member of the Board of Trustees.
6.3.2 The Vice-President/Education Coordinator chairs
the Education committee, and with the advice of the
Executive committee, appoints members to the Education
committee.
6.4 Vice President-Elect. The Vice President-Elect shall
serve on the Education committee, assist the Vice President/Education
Coordinator, and succeed to the Vice President/Education
Coordinator position.
6.4.1 The Vice President-Elect is ex-officio a member
of the Board of Trustees.
6.5 Secretary-Treasurer: The Secretary-Treasurer shall
be responsible for keeping a permanent record of all
proceedings of the Society and for the maintenance of
a current roster of members of the Society, including
addresses, year of selection, and classification of
membership. The Secretary-Treasurer shall be responsible
for the keeping of minutes, the preservation of records,
the filing of tax forms, the notification of meetings,
and all functions ordinarily implied by this office.
S/he shall be responsible for the receipt, custody,
and disbursement of all funds and securities of the
Society; s/he shall act as fiscal consultant to the
committee on Finance and Budgets, to the Executive Committee,
to the Publications Committee and to the Board of Trustees.
6.5.1 The Secretary-Treasurer shall serve as Secretary
of the Board of Trustees, in which function s/he shall
have the right to vote.
6.5.2 The Secretary-Treasurer shall make available for
inspections by Society members at each annual meeting
all contracts or agreements of record entered into on
behalf of the Society since the previous annual business
meeting.
6.5.3 At each business meeting of the Board of Trustees,
and of the Society, s/he shall make a report in writing
and orally of the financial condition of the Society.
6.5.4 S/he shall keep a complete and permanent record
of the financial transactions of the Society.
6.5.5 S/he shall be bonded in such sum as may be designated
and determined by the Board of Trustees, the premium
for such bonding to be paid by the Society.
6.5.6 S/he shall perform all other duties that usually
and customarily pertain to the office of Secretary-Treasurer
and shall perform such other duties and exercise such
other powers as may be determined from time to time
by the Board of Trustees.
6.6 Secretary/Treasurer Elect. The Secretary-Treasurer
elect shall serve on the finance committee, assist the
Secretary-Treasurer, and succeed to the Secretary-Treasurer
position at the appropriate time.
6.7 Historian: The Historian shall preserve appropriate
documents and other items that, in his or her judgement,
have historical interest either to the Society or to
the field of medical decision making in general. S/he
shall maintain an updated catalog of all such documents
and materials. S/he shall record the death of any member
of the Society, and document any event that, in his
or her opinion, would have a significant impact on the
future growth of the Society. The Historian shall make
an annual report to the members during the annual business
meeting.
Article 7
DUTIES OF TRUSTEES
7.0 The Board of Trustees shall be the principal governing
body of the Society. The Board has general charge of
the business affairs and the property of the Society;
it shall make such rules and regulations as are deemed
necessary for the management and well-being of the Society,
and for carrying out its purposes, and may delegate
to the Executive Committee or to a standing committee,
any of its functions and powers upon terms specified
in a resolution to that effect, adopted by a two-thirds
vote of the members in attendance at an official Board
meeting. Matters dealing with the routine operations
of the Society, and not otherwise specifically controlled
by these Regulations, are functions of the Board or
its designees.
7.1 Ten voting members of the Board of Trustees shall
constitute a quorum. A notice of the agenda of the meeting
shall be sent to all Trustees not less than twenty (20)
days prior to the meeting. A quorum must be present
in order that business can be transacted legally.
7.2 Decisions of the Board shall be determined only
by an affirmative vote of the majority of those present
(a plurality shall not be sufficient if it is not a
majority), and then only if a quorum is present.
7.3 The Board may fill any permanent vacancy in the
elected Trustee membership of the Board by electing,
by majority vote, a member of the Society to serve until
the next general election.
7.4 The annual meeting of the Board shall be held prior
to the annual meeting of the Society. Meetings of the
Board shall be open to all members of the Society, but
non-members of the Board shall not be given the floor
unless the President, at his or her discretion, so acts.
The President, at his or her discretion, may declare
the Board to be in executive session, and may exclude
non-members.
7.4.1 Special meetings of the Board, in the event of
an emergency, may be called by the President with the
approval of a majority of the Board. By petition of
five members of the Board, a special meeting of the
Board may be called. The reason for the call and the
agenda of the meeting shall be sent by express mail
or equivalent to all Trustees at least five (5) days
before the proposed meeting.
7.5 The Board, without previous notice, may adopt standing
rules by a majority vote of those members in attendance
at a Board meeting. At any meeting these rules may be
suspended by a majority vote, or they may be amended
or rescinded by a two-thirds vote. If notice of the
proposed action was given at a previous meeting or in
the call for this meeting, they may be amended or rescinded
by a simple majority vote.
7.5.1 The standing rules of the Board shall be published
with the Regulations and shall be available to all members
of the Society.
7.5.2 The Board may act by mail ballot on all matters
that may come before it except for a change in or suspension
of standing rules.
7.6 The Board may appoint an Administrative Director
to serve at the pleasure of the Board and to continue
as directed by the Board. The duties of this position
will be to carry out the day to day activities of the
Society as directed by the Officers, Executive Committee
and Board. These duties may include keeping of records
and funds, issuance of payments, collection of dues
and other funds, such activities to be available for
outside audit. The Administrative Director shall be
bonded.
Article 8
COMMITTEES
8.0 There are two classes of committees - standing and
special.
8.1 Standing committees continue from year to year.
Standing committees may be established from time to
time by the Board of Trustees. A standing committee
shall continue in existence until such time as it is
terminated by action of the Board of Trustees. Chairs
and members of standing committees shall be appointed
under Section 6.2.2. Standing committees shall report
to the Board in writing at the annual meeting of the
Board.
8.1.1 Executive Committee: The Executive Committee of
the Board of Trustees shall consist of the President,
the President-Elect, the Vice-President/Education Coordinator,
the Vice-President Elect, the Secretary-Treasurer, and
the immediate past-President. The President shall serve
as chair of the Executive Committee.
8.1.1.1 The functions of the Executive Committee are
to facilitate the business of the Society, and to administer
the policies and directives of the Board, and to act
as an advisory board to the President. The Executive
Committee shall keep a record of its proceedings and
shall report to the Board annually.
8.1.2 The Membership and Credentials Committee shall
pass upon the qualifications of candidates for election
to the several classes of membership in the Society,
as provided in Article 4, and shall develop and recommend
for approval by the Board policies and criteria for
the selecting of members and the procedures for processing
and selection of candidates for election which are in
the best interests of the Society.
8.1.3 The finance committee shall consist of the Secretary-Treasurer,
the Secretary-Treasurer elect two members of the Board,
and four (4) appointed members at large. The Administrative
Director is an ex-officio, non-voting member. The terms
of the members are appropriate for their offices except
for the appointed members which shall be for two (2)
years and are staggered so that one new member is appointed
each year. Vacancies among appointed members shall be
filled by appointment by the president-elect per section
6.2.2. The chair of the finance committee shall be chosen
by the president-elect from the membership and shall
serve for two (2) years. The chair may be reappointed.
8.1.3.1 The finance Committee shall be responsible for
the maintenance of the Society's financial and business
records, in cooperation with the Secretary-Treasurer;
it shall report to the Board of Trustees, at each meeting,
on the financial affairs, assets, and liabilities of
the Society; shall make recommendations to the Board
on fiscal policy; and, shall review and make recommendations
on proposed budgets for the ensuing years.
8.1.4 The Nominating Committee shall consist of the
immediate past-President, who shall serve as chair;
the immediate past-chair of the committee and three
members of the Society. Election of these three members
of the Nominating Committee shall take place after the
election of officers and trustees at the annual meeting.
Nominations will be received at the annual meeting and
the three nominees receiving the largest number of votes
shall be elected. Neither the President, nor the President-Elect,
nor the Vice-President/Education Coordinator may be
a member of the Nominating Committee.
8.1.4.1 The Nominating Committee shall formulate a slate
of candidates as necessary, who have consented to serve,
for the offices of President-Elect, Vice-President /Education
Coordinator add elect, Secretary-Treasurer add elect
and Historian.
8.1.4.2 No member shall serve as President for more
than three terms in total.
8.1.4.3 The Committee shall also formulate and present
to the Board a slate of candidates, who have consented
to serve, for membership on the Board of Trustees so
as to fill all expired terms.
8.1.5 The Regulations Committee shall be a fact-finding
and advisory committee on matters pertaining to the
Regulations, and shall annually review the Regulations
of the Society. It shall edit and make recommendations
on all proposed amendments to the Regulations and shall
prepare and submit, in proper form for adoption, regulations
amendments proposed by a vote of the members of the
Society or by the Board of Trustees. It may, on its
own initiative, propose amendments to the Regulations.
Regulations may be altered as provided in Article 11.
8.1.6 The Program Committee shall promote the purposes
of the Society by planning appropriate scientific and
educational programs, and shall perform such other functions
as are customary with such committees. The chair of
the Program Committee may designate subcommittees on
educational courses to be given during annual meetings
of the Society, exhibits, local arrangements, and the
like.
8.1.7 The Publications Committee shall develop the general
policies of the Society with regard to publications.
There shall be an official journal of the Society, terms
of which are subject to publishing agreements between
the Society and a publisher. The Editor-in-Chief of
the official journal of the Society is an ex-officio
member of the Publications Committee, and shall not
be its chair. S/he is an ex-officio member of the Board
of Trustees, as provided in Section 5.7.3. The Secretary-Treasurer
shall be a ex-officio member of this committee. The
Publications Committee shall be responsible for review
of candidates to serve as Editor-in-Chief, Associate
Editors, and Editorial Board members of the official
journal of the Society, and shall submit candidates
for approval by vote of the Board. The Publications
Committee shall report annually to the Board and shall
summarize publication policies, the status of Society
publications, a financial statement, and a proposed
budget for the next year of all publication activities
of the Society.
8.1.8 The Issues Committee shall function as a fact-finding
and advisory committee, and shall report to the Board
of Trustees its findings on issues of importance to
the Society, with recommendations for specific actions.
The President, the President-Elect, and the Vice-President/Education
Coordinator shall be ex-officio members of this committee,
but shall not serve as chair.
8.1.9 The Awards Committee shall recommend policies
to the Board with regard to the special recognition
of outstanding accomplishment and distinction in the
field of medical decision making, and shall, from time
to time, recommend to the Board certain individuals
to receive such special recognition.
8.1.10 The Education committee shall consist of the
Vice President/Education Coordinator, who chairs the
committee, the Vice President-Elect, and nine appointed
active members of the Society. Each of the appointed
members serves a term of three years. The terms shall
be staggered so that 3 members are appointed each year
by the Vice President/Education Coordinator per section
6.3.2]
8.2 Special committees may be established from time
to time by the President, the President-Elect, or the
Board of Trustees to carry out specific assigned tasks,
provided the tasks do not conflict with or duplicate
functions of other committees of the Society. A special
committee shall cease to exist once it has completed
its task and rendered its report, or at the next annual
meeting of the Society, unless the Board of Trustees
determines otherwise.
Article 9
DUES AND ASSESSMENTS
9.0 The Board shall establish annual dues and may establish
other assessments and fees from time to time. Active
members and Members-In-Training shall pay dues, while
Honorary members shall not.
9.1 Dues are payable from 1 January of the year in which
an application for membership in any category required
to pay dues is approved, and becomes due and payable
1 January of each year thereafter.
9.2 Unpaid dues become delinquent on 1 March. The rights
and privileges of membership, including voting, the
holding of office, committee membership, and participation
in meetings, are suspended during the period of delinquency.
Rights and privileges shall be reinstated upon payment
of delinquency dues within the annual year. After expiration
of the annual year, reinstatement can be accomplished
only by reapplication for membership, as provided in
Article 4.
Article 10
PARLIAMENTARY AUTHORITY
10.0 All questions of parliamentary procedure shall
be determined at all meetings of the Society, of the
Board of Trustees, and of the Executive Committee, by
provisions of the laws of the State of Ohio (in which
State this Society was incorporated), the Articles of
Incorporation, these Regulations and Robert's Rules
of Order, Newly Revised. In the event of inconsistency
in the foregoing, they shall take precedence in the
order set forth above.
Article 11
AMENDMENTS
11.0 The Regulations of the Society may be amended by
a two-thirds vote of members in good standing present
and voting at any annual meeting, and provided that
a copy of the proposed amendment has been issued and
sent to all members of the Society, not less than forty
five (45) days prior to said meeting. Any such amendment
or amendments so adopted shall become effective immediately
upon adoption, unless such amendment itself provides
otherwise.
11.1 Any member having voting privileges may initiate
a proposal for an amendment to the Regulations. Such
a proposal shall be presented to the President of the
Society in writing, who shall submit it to the Regulations
Committee for its consideration and report to the Board
of Trustees. The Board shall present the amendment and
recommendation to the Society at the annual meeting.
Article 12
DISSOLUTION
12.0 In the event that the Society for Medical Decision
Making, Inc. shall ever cease to exist, it is hereby
resolved that all minutes, books, and pertinent documents,
including those in the custody of the Historian and
of the Publications Committee, shall be donated to the
National Library of Medicine for their disposition.
Article 13
OPEN RECORDS
13.0 All official records, documents, and proceedings
of the Society and its Committees and Officers shall
be open to any Society members in good standing. Copies
of such records will be provided at cost to any Society
member in good standing who makes written request to
the Secretary-Treasurer.
Article 14
MEETINGS
14.0 Meetings of the members may be held at such time
and place as may be designated from time to time by
the Board for the purpose of electing Trustees and officers
of this corporation and for the transaction of such
other business as may properly come before the meeting.
Members without voting privileges may attend these meetings,
but may not vote.
14.1 Notice of business meetings called by the Board
shall be given to each voting member in writing at least
ten (10) days before the date of such meeting. Such
notice shall be mailed to the last address of each member
as it appears on the records of the corporation. Notice
may be made to non-voting members by publication in
a newsletter or bulletin.
14.2 At a meeting of the members properly convened by
the Board a majority of voting members present may act
upon any matter properly coming before the meeting.
Article 15
ADOPTION
15.0 These Regulations shall be null and void unless
they are approved by a two-thirds vote of the members
attending the 1980 annual Society business meeting.
Last amendments approved Oct 2003
