CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
THE ACADEMY OF MEDICINE OF CINCINNATI

Frank W. Cianciolo, M.D., President, and Susan G. Weinberg, M.D., Secretary, of the Academy of Medicine of Cincinnati, an Ohio corporation, organized not for profit, do hereby certify that by a two-thirds (2/3) affirmative vote of the Active members voting by mail, the following Amended Articles of Incorporation were adopted which shall supersede the existing Articles.

AMENDED ARTICLES OF INCORPORATION
ARTICLE I-NAME

The name of this organization, a component unit of the Ohio State Medical Association, shall be the Academy of Medicine of Cincinnati, hereinafter referred to as the Academy, a corporation not for profit, organized under the laws of the State of Ohio.

ARTICLE II-LOCATION

The present office of the Academy is located in Cincinnati, Hamilton County, Ohio.

ARTICLE III-PURPOSE

The purpose of the Academy shall be to organize, represent, and serve the physicians of Hamilton County in their efforts to promote and provide optimal health care in the community, encourage quality care of patients in the community, produce, sponsor and assist with educational and informational programs for its members and the public, publish articles and newsletters, seek to improve and enhance the quality and condition of the practice of medicine, seek improvements in the administration and delivery of health care programs, review conduct by physicians to determine consistency with standards of conduct or peer review consistent with the provision of Sections 2305.24, 2305.25, 2305.251 and 2305.28 of the Ohio Revised Code, as amended, and 42 U.S.C. ¤11101 through ¤11152, as amended, and, without limiting the generality of the foregoing purposes, the corporation shall have the power, either directly or indirectly, either alone or in conjunction or in cooperation with others, to engage in any lawful act or activity which may be necessary, useful, suitable, desirable or proper for the furtherance, accomplishment or attainment of any or all of the purposes for which corporations may be formed under Chapter 1702, Nonprofit Corporation Law, of the Ohio Revised Code. It may also, along with other county medical societies, support the Ohio State Medical Association; and through it, with other associations, may support the American Medical Association.

ARTICLE IV-MEMBERSHIP

The members of the Academy shall be classified as Active members, Non-Resident members, Resident/Trainee members, Associate members, Retired members, Retired Part-Time members, and Student members The qualifications of each classification of membership and the manner of election shall be provided in the Cote of Regulations.

ARTICLE V-FUNDS AND EXPENSES

Funds for meeting the operating expenses of the Academy shall be raised by annual dues, voluntary contributions, or from any other source approved by the Council established in accordance with the Code of Regulations. Council shall have full authority to appropriate funds for purposes that are conducive to, and promote, the general welfare of the Academy.

ARTICLE VI-INDEMNIFICATION

Every Officer, Councilor and committee member shall be indemnified by the Academy against expenses actually and necessarily incurred by him or her (including, but not limited to, counsel fees and out-of-court settlements in amounts approved by the Council; not including any case where, in the opinion of counsel selected by the Academy, the affected Officer, Councilor or committee member is guilty of negligence or misconduct) in connection with any action, suit, or proceeding to which he or she may be made a party by reason of his or her behalf or having been, an Officer, Councilor or committee member (whether or not he or she continues to be an Officer, Councilor or committee member at thc time such expenses are incurred), except in relation to matters as to which he or she shall be judged liable in such action, suit, or proceeding because of negligence or misconduct.

The preceding right of indemnification shall not be exclusive of other rights any Officer, Councilor or committee member may be entitled to as a matter of law. The purpose of this Article is to indemnify Officers, Councilors and committee members who act in good faith on behalf of the Academy in all acts, unless these persons are guilty of negligence or misconduct.

ARTICLE VII-CHARTER

The Academy shall hold and maintain a charter from the Ohio State Medical Association issued in the exact name as set forth in these Amended Articles of Incorporation. This charter shall be kept permanently on file with the Executive Director of the Academy.

ARTICLE VIII-AMENDMENTS

These Amended Articles of Incorporation may be amended by a two-thirds (V3) affirmative vote of the Active members voting by mail. A ballot, together with a copy of such proposed amendments and a written notice stating the final date for the receipt of ballots on the proposed amendment shall be mailed by the Executive Director to each Active member at least fifteen (15) days prior to the final date for the receipt of ballots. Whenever any amendment to these Amended Articles of Incorporation have been adopted by the Academy, the amendment shall be submitted to the Council of the Ohio State Medical Association for approval. The amendment shall not become effective until thc Academy has received written notice of approval from the Council of the Ohio State Medical Association and the amendment has been filed with the Secretary of the State of Ohio. It shall be incumbent upon the Academy, as a component unit of the Ohio State Medical Association, to adopt such amendments periodically to bring the Amended Articles of Incorporation of the Academy into conformity with the Constitution and Bylaws of the Ohio Slate Medical Association.

 IN WITNESS WHEREOF, said Frank W. Cianciolo, M.D., President, and Susan G. Weinberg, M.D., Secretary, of the Academy, acting for and on behalf of said corporation, have hereunto subscribed their names this 23rd day of February, 1993.

Frank W. Cianciolo, MD, President Susan G. Weinberg, MD, Secretary

Academy of Medicine of Cincinnati
Code of Regulations
(Revised October 21, 1994)

Chapter 1–Membership

Section I–Classes of Membership

The membership of the Academy shall consist of the following:

A. Active Membership. Any physician who has a current license to practice medicine and surgery or osteopathic medicine and surgery, issued by the Ohio State Medical Board and in full force and effect at the time of application; who is of good moral an professional standing; and who is a bona fide resident of, or conducts the major portion of his or her practice in, Hamilton County, is eligible to vote or hold office, other than the office of Executive Director.

B. Retired Membership. Any physician who has been an Active member for a minimum of 10 years but is no longer in practice by reason of retirement or disability is eligible for Retired membership and may petition Council for this classification, provided the physician’s membership was not terminated for non-payment of dues. Retired members shall not receive regular and significant income for their participation in any professional activity related to the practice of medicine.

C. Retired Part-Time Membership. Any physician who has been an Active member for a minimum of 10 years and is practicing medicine twenty (20) hours per week or less is eligible for Retired Part-Time membership and may petition Council for this classification.

D. Resident/Trainee Membership. Any physician who has a current certificate or license issued by the Ohio State Medical Board and is enrolled in an approved internship, residency, or fellowship program is eligible for Resident/Trainee membership.

E. Non-Resident Membership. Any physician who is not eligible for Active membership, who is of good moral and professional standing, and who is an active member of the county medical society where he or she resides is eligible for Non-Resident membership.

F. Retired Non-Resident Membership. Any physician who has been a Non-Resident member for a minimum of 10 years but is no longer in practice by reason of retirement or disability is eligible for Retired Non-Resident membership and may petition Council for this classification, provided the physician’s membership was not terminated for non-payment of dues. Retired Non-Resident members shall not receive regular and significant income for their participation in any professional activity related to the practice of medicine.

G. Associate Membership. Any person pursuing or interested in subjects allied to the work of the Academy may be eligible for Associate membership.

H. Student Membership. Any person who is enrolled in an approved college of medicine pursuing the degree of doctor of medicine or doctor of osteopathy is eligible for Student membership.

Section II–Obligations

All classes of membership shall be obliged to abide by the Articles on Incorporation and Code of Regulations of the Academy. Active members are required to join and maintain membership in the Ohio State Medical Association and Medi-Club. Resident/Trainee members are also required to join and maintain membership in the Ohio State Medical Association. Membership in the American Medical Association is not required but is encouraged. Ohio State Medical Association and American Medical Association membership is not required for Student members but is also encouraged.

Section III–Application for Membership A. Application Form. An individual seeking membership in the Academy shall complete an application form which shall include, but not be limited to, information concerning:

1. The applicant’s qualifications, including, but not limited to, professional training and experience, current licensure, and hospitals at which the applicant is a current member of the medical staff.
2. Peer references familiar with the applicant’s professional competence and character.
3. Completed or pending professional disciplinary action or licensure limitations.
4. Voluntary or involuntary termination of medical staff membership or voluntary or involuntary limitation, reduction, or loss of clinical privileges.

1. Authorizes consultation with others who have been associated with him or her, and authorizes such individuals to candidly provide all information regarding the applicant’s competence and qualifications.
2. Consents to inspection of records and documents that may be material to an evaluation of his or her qualifications and authorizes all individuals and organizations in custody of such records and documents to permit such inspection and copying. This authorization includes access to any state or federal data collection agency regarding professional qualifications and competency.
3. Consents to the disclosure to hospitals, medical associations, licensing boards and other similar organizations any information regarding his or her professional standing or competence.
4. Acknowledges responsibilities for timely payment of dues.

C. Verification of Information. The applicant shall deliver a completed signed application to the Academy, along with the appropriate Academy and Ohio State Medical Association dues and assessments. If a portion of the fiscal year has elapsed, the applicant may be entitled to pay pro-rated dues as determined by Council and/or the Ohio State Medical Association. Council or any committee or employee at Council’s direction shall seek to verify references, licensure status, medical staff status, and other evidence submitted in support of the application as necessary. The applicant shall be notified of any problems in obtaining the information required, and it shall be the applicant’s obligation to obtain the required information.

If the applicant is a member in good standing of the medical staff of a hospital within this county, and such information is verified, Council may accept the applicant’s credentials and qualifications and approve the application for membership without further investigation.

D. Action on Application. When collection and verification of all necessary information is accomplished, the information shall be submitted to Council. At its next regular meeting after receipt of the information, or as soon thereafter as is practicable, Council shall consider the information, and:

1. Approve the application for membership by a majority vote;
2. Deny the application for membership by a majority vote;
3. Return the application for further investigation.

If the application is denied, the member shall have a right to notice and hearing as set forth in this Code of Regulations. A previously rejected applicant for membership may file a new application in writing at any time after the expiration of ten (10) months following the date of rejection, but the Academy shall not take any action on the new application until the expiration of twelve (12) months following the date of rejection.

If the application is approved, Council shall direct the secretary to send notice of the approval to the applicant and enter the applicant’s name on the membership roll.

Section IV–Resignation/Transfer of Membership

Council shall accept the resignation of any member when such member’s intention to resign is communicated to the Council.

Any physician who resides or has a major portion of his or her practice in Hamilton County and who is a member in good standing of another county medical society may, upon compliance with the applicable sections of this chapter, transfer his or her membership and become an Active member of the Academy.

A member in good standing who is free from all indebtedness to the Academy and against whom no charges are pending, and who wishes to withdraw his or her membership in order to be affiliated with another medical society, shall be given a letter of recommendation stating he or she is a member in good standing of the Academy.

Chapter 2–Council

Section I–Councilors

The Councilors, referred to collectively as the Council, shall be elected by the membership of the Academy in accordance with the procedure described in Chapter 3.

Section II–Membership

The Council of the Academy shall consist of the President, the President-Elect, the Immediate Past President, the Secretary, the Treasurer, and the Councilors. The Executive Director shall be an ex-officio member without vote. The President may also designate additional ex-officio members without vote with the advice and consent of Council. Council shall exercise all duties and have all rights provided to Councilors under Chapter 1702 of the Ohio Revised Code.

Section III–Meetings

Regular meetings of Council shall be held monthly from September through June, inclusive. Special meetings of Council may be held at the discretion of the President or upon the written request of three (3) members of Council.

Section IV–Duties and Responsibilities

Council shall have final authority in affairs and activities of the Academy; subject, however, to the provisions of other sections of this Code of Regulations. A majority of the members of Council shall constitute a quorum for the transaction of business, and a majority vote of a quorum will be binding.

Council shall have the following powers and authority:

1. To appoint Officers or Councilors to fill any vacancies which may occur in an elective office, except that of President,, by reason of death or resignation, or by reason as such office being declared vacant by action of Council; any Officer or Councilor appointed to fill any such vacancy shall serve until a successor to the office is chosen at the next election held prior to the expiration of the unexpired term. If a vacancy occurs in the office of President, then the President-Elect shall complete the remainder of the term;

2. To declare vacant any office, elective or appointive, in the event the incumbent Officer or Councilor shall fail to perform the duties of his or her office in a manner satisfying to Council;

3. To levy special assessments on the members of the Academy to provide for unusual or extraordinary expenses;

4. To employ an Executive Director to conduct the affairs of the Academy

5. To fix the salary and other terms of employment of the Executive Director; and

6. To bond the Treasurer and designated employees of the Academy in the amount deemed sufficient to cover and protect the Academy.

New business brought before the Academy may be referred to Council for consideration and action unless otherwise provided in the Code of Regulations. Council shall have the power and authority to bring to the attention of Academy members, or to submit to a vote of Academy members, such matters as it deems necessary or advisable.

New business not presented to a Council meeting may be referred by the President to an appropriate committee for action or recommendations. Any member of Council may request the scheduling of an item of new business at the next regular Council meeting.

Chapter 3–Officers/Executive committee/elections

Section I–Officers and Councilors

The Officers of the Academy shall consist of the President, the President-Elect, the Immediate Past President, the Secretary and the Treasurer. These Officers shall constitute the Executive Committee of the Academy. The Executive Committee shall meet monthly throughout the year and may act on behalf of the Council when necessary. Meetings and actions of the Executive Committee shall be reported and acted upon, as appropriate, by Council at the next meeting of Council.

Terms of office for Councilors shall be three (3) years, and Councilor terms shall be staggered so that approximately one-third (1/3) of the Councilors shall be elected by the membership of the Academy each year.

A Councilor shall be elected to no more than two (2) full consecutive terms unless the Councilor seeks and is elected to the office of President-Elect.

The number of Councilors shall be equal to one per one hundred (100) active members as of January 1 of any given year. Prior to the election of Officers and Councilors the Council shall determine if an additional Councilor position should be added for any fraction thereof.

The President-Elect shall be elected by the membership of the Academy and he or she shall serve successively as President and Immediate Past President. The Secretary and the Treasurer shall be elected annually by the Councilors at the October Council meeting.

Section II–Nomination and Election

One Nominating Committee consisting of nine (9) Active members shall be selected by the President from nominations received from the floor at the first regular meeting of the calendar year, or by mail no later than ten (10) days before this first meeting. The President shall select the chairperson of the Nominating Committee from among the members of the committee. If this process does not yield a sufficient number of members for the committee, the President, with the approval of Council, may appoint members to fill the vacancies no later than the date of the March Council meeting. No member who accepts appointment to the Nominating Committee may stand for office in that year’s election.

The Nominating Committee shall develop one slate of candidates. The Nominating Committee may present one or two candidates for the office of President-Elect. To assure a contested election for Councilors the committee shall nominate a representative number of candidates exceeding the number of Council positions to be elected with an attempt to nominate double that number. Only Active members in good standing are entitled to hold an elective office.

Any nine (9) Active members may form an independent nominating committee and may submit to the Council, no later than thirty (30) days prior to the election, nominations for President-Elect or Councilors.

The Executive director shall prepare and mail ballots to all Active members of the Academy who are current in the payment of their dues no later than April 1. Each Active member of the Academy voting in the election may cast one vote per candidate up to the number of Councilor positions to be elected. Those candidates receiving the most votes would then be elected in accordance with the number of Councilor positions to be filled. In the event of a tie, Council shall vote by mail ballot to break such tie.

Members may either return their ballots by mail or in person no later than May 1. At the close of the voting period, ballots will be tabulated by Academy staff, verified by the Secretary, and the results reported to the Council at its May meeting. Duly elected Councilors and the President-Elect are notified in writing and installed at the Annual Meeting of the Academy.

Section III–Duties of Officers

A. President. The President shall preside over all meetings of the Academy; he or she shall exercise such executive and appointive powers as the Code of Regulations, parliamentary usage, and custom dictate or as may be imposed or required by Council; he or she shall be the President of the Council and ex-officio member without vote of all standing committees; at the Annual Meeting he or she shall deliver an address embodying matters of local or general professional interests.

B. President-Elect. The President-Elect shall assume the duties of the President, upon his or her request or when necessary, and shall succeed to the office of President at the next Annual Meeting.

C. Secretary. The Secretary shall be responsible to ensure that a current roster of all Academy members is maintained; he or she shall ensure that the permanent record book of the Academy (containing the Articles and Code of Regulations and all amendments thereto) is maintained; the Secretary shall ensure that the minutes of all Council meetings are preserved; the Secretary shall certify the results of the annual election.

D. Treasurer. The Treasurer shall be responsible to ensure that all fees, dues, and assessments are collected from the members of the Academy and from any other source; he or she shall ensure that proper books of account and accurate accounts of the Academy’s finances, including a detailed record of all receipts and disbursements, are maintained; he or she shall ensure that the Academy’s funds are properly disbursed; he or she may be required to obtain a bond in such reasonable amount as determined by Council, and the cost of this bond shall be paid by the Academy.

E. Executive Director. The Executive Director shall be the Chief Executive Officer of the Academy for the purposes of managing its affairs. The Executive Director shall be responsible to the President and Council of the Academy. The Executive Director shall hire other individuals and set terms of employment within the limitations of the budget and may assume other duties as delegated by the Council. The Executive Director or his or her designated representative shall attend all meetings of standing committees and Council; he or she shall conduct all the correspondence of the Academy; he or she shall assist the Secretary and the Treasurer in the completion of their duties as necessary. The Executive Director may be authorized to sign checks for ordinary and regular expenditures of up to an amount set by Council. All checks for amounts greater than the authorized limit shall require signatures from any two of the following: the Executive Director, Treasurer, or President. The Executive Director may be bonded in such reasonable amount as determined by Council, the cost of which shall be paid by the Academy.

Chapter 4–Finances

Section I–Expenses

Funds for meeting the expenses of the Academy shall be raised by annual dues, special assessments, voluntary contributions and other non-dues sources of income.

Section II–Fiscal Year

The fiscal year of the Academy shall be a calendar year, effective January 1.

Chapter 5–Dues and Assessments

Section I–Determination of Dues

The annual dues and assessments for all classes of members shall be determined by Council annually and levied per capita on such members of the respective classes. Dues shall be payable on or before December 31.

Section II–Delinquency/Non-Payment of Dues

The non-payment of dues to the Academy after January 1 of any year shall make a member delinquent. After April 1 the loss of member benefits and the process for the dropping of delinquent members, as determined by Council, shall begin. During this process a member may be fully reinstated by paying delinquent amounts to the Academy.

Once a delinquent member is dropped from membership, he or she may be reinstated through the regular application process required of new members and the payment of current dues and past dues owed to the Academy of Medicine.

Section III–Exemption

A physician who is not engaged in active practice because of disability or retirement, and who was a member of the Academy in good standing at the time of his or her withdrawal from active practice, shall be exempt from the payment of dues and assessments, provided he or she requests this exemption in writing and it is approved by Council.

A member of the Academy for whom payment of his or her regular dues constitutes a financial hardship may request a waiver of dues from Council. This request must be made in writing and signed by the member. If Council grants this waiver of dues, the information is to be forwarded to the Ohio State Medical Association for like consideration.

Section IV–Special Assessments

Council has the power to levy special assessments on the members of the Academy to provide for unusual or extraordinary expenses.

Chapter 6–Grievance/Discipline/Expulsion of Members

Section I–Preamble

It is the obligation and responsibility of organized medicine to conduct peer review and discipline members when appropriate to ensure the high standards and reputation of physicians are maintained. For these reasons, the Academy engages in peer review activities pursuant to Ohio Revised Code 2305.24, 2305.25, and 2305.251.

Section II–Suspension of Membership/Immediate Review

Any member convicted of a felony in the course of the practice of medicine shall be automatically suspended from membership in the society which suspension shall be subject to immediate review by the Academy Council in accordance with this article.

Any member convicted of a felony not related to the practice of medicine shall be subject to an immediate review for possible suspension by the Academy Council in accordance with this article.

Any member who is the subject of three complaints filed pursuant to Section III below of a substantially similar nature in any two-year period shall be subject to immediate review for possible suspension by the Academy Council in accordance with this article.

Section III–Complaints

Complaints against an Academy member must be made in writing, signed by the fellow physician member or patient filing the complaint, and submitted to the Executive Director. As soon as possible after such filing the Executive Director shall serve upon the named member a true copy of the complaint and shall also furnish a copy to the chairman of the Judicial Committee.

The member shall respond to the complaint in writing to the Judicial Committee. If the member is able to resolve the dispute in a manner which is acceptable to the individual who filed the complaint, then the member shall so indicate in his or her written response. The Judicial Committee will verify this response with the complaining party. If the dispute has not been resolved, then the Judicial Committee shall review the complaint and the response, and assign the matter to one of its members for investigation. That member shall investigate the complaint by interviewing the complaining party, the named physician and/or such others as may be necessary, and by reviewing applicable medical records, and shall then report his/her findings tot he Judicial committee.

The Judicial committee shall offer the named physician the opportunity to appear to personally discuss the complaint. The Judicial Committee shall then recommend to the named physician a method of resolving the complaint. If the Judicial Committee concludes that one of the following criteria for disciplinary action has been met:

1. The member has committed an act, or omitted to act in violation of the Medical Practices Act as set forth in R.C. 4731.22; or

2. The member has had his or her certificate to practice medicine or surgery or osteopathic medicine or surgery from the State Medical Board of Ohio revoked, suspended or otherwise limited; or

3. The member has intentionally misrepresented a material fact in his or her application for membership in this Society; or

4. The member has performed or behaved in an unethical or unreasonable faction; then,

The Judicial Committee shall forward a written report to the findings of the investigation to Council as soon as practicable. And in certain situations where the facts warrant such action the State Medical Board, State Attorney General and/or other appropriate authorities may be notified by the Executive Director at the direction of the Judicial Committee. Council shall consider the findings of the investigation and determine whether disciplinary action is advisable.

Section IV–Notice of Proposed Disciplinary Action

1. If Council determines that disciplinary action is advisable, it shall instruct the Executive Director to provide written notice to the member. The notice shall state:

a The action proposed to be taken against the member;

b. The reasons for the action;

c. The right of the member to request a hearing within 30 days of the date of the letter; and

d. A summary of the rights and procedures to be followed during the hearing.

2. If the member desires an initial hearing, the request shall be in writing addressed to the Council. In the event that the member does not request a hearing within the time and manner described, the member shall be deemed to have waived any right to a hearing and to have accepted the recommendation involved.

Upon receipt of the request for hearing, Council shall schedule the hearing for not less than 30 days nor more than 60 days from the date of receipt of the request for hearing by the Council. The Executive Director shall send the member a notice stating the place, time, and date of the hearing and a list of the witnesses, if any, expected to testify at the hearing on behalf of the Council.

Section V–Hearing Officer

A. Selection of Hearing Officer. The hearing officer shall be selected by the Executive Director from several local mediation and/or arbitration services. The hearing officer shall be considered an employee of the Academy for the purposes of the Ohio Revised Code 2305.24, 2305.25, and 2305.251.

B. Duties of the Hearing Officer

1. The hearing officer shall endeavor to ensure that all participants in the hearing have a reasonable opportunity to be heard and to present relevant oral and documentary evidence in an efficient and expeditious manner, and that proper decorum is maintained. The hearing officer shall be entitled to determine the order of, or procedure for, presenting evidence and argument during the hearing and shall have the authority and discretion to make all rulings on questions which pertain to matters of law, procedure or the admissibility of evidence. If the hearing officer determines that either side in a hearing is not proceeding in an efficient and expeditious manner, the hearing officer may take such discretionary action as seems warranted by the circumstances.

2. The hearing officer may, but shall not be required to, order that oral evidence shall be taken only on oath administered by any person lawfully authorized to administer such oaths.

3. Judicial rules of evidence and procedure relating to the conduct of the hearing, the examination of witnesses, and presentation of evidence shall not apply to a hearing conducted under the Code of Regulations. Any relevant evidence, including hearsay, shall be admitted if it is the sort of evidence upon which reasonable people are accustomed to rely in the conduct of serious affairs, regardless of the admissibility of such evidence in a court of law. The hearing officer may interrogate the witness or call additional witnesses if such action is deemed to be appropriate.

Section VI–Procedural Rights at Hearing

Both the member and the Council have the right:

1. To be represented in any phase of the hearing or preliminary procedures by an attorney-at-lay or by any other person of that party’s choice;

2. To have a record made of the proceedings, copies of which may be obtained by the member upon payment of any reasonable charges associated with the preparation thereof;

3. To call, examine, cross-examine, and impeach witnesses;

4. To present evidence determined to be relevant by the hearing officer, regardless of its admissibility in a court of law; and

5. To submit a written statement at the close of the hearing.

Unless otherwise determined for good cause, the Council shall have the initial duty to present evidence for each case or issue in support of the proposed action or recommendation. The member shall be obligated to present evidence in response. Throughout the hearing, the Council shall bear the burden of persuading the hearing officer, by a preponderance of the evidence, that the action or recommendation is reasonable and warranted.

Section VII–Failure to Appear or Proceed

Failure without good cause of the member to personally attend the hearing or be represented at the hearing shall be deemed to constitute acceptance of the disciplinary action involved, and a waiver of the right to a hearing. However, the member retains his or her right to appeal to the Ohio State Medical Association pursuant to the Bylaws of the Ohio State Medical Association. Postponements and extensions of the time beyond the time for hearing permitted in this Code of Regulations may be permitted by the hearing officer, within his or her discretion on a showing of good cause.

Section VIII–Recommendation

The recommendation of the hearing officer shall be based on the evidence introduced at the hearing, including all logical and reasonable inferences, from the evidence and the testimony.

Within 30 days after the final adjournment of the hearing, the hearing officer shall render a recommendation which shall be accompanied by a report in writing stating the reasons for the recommendation. The report and recommendation shall be delivered to Council and to the member.

Section IX–Final Action

At its next regular meeting after receipt of the report and recommendation, or as soon thereafter as is practicable, Council shall consider the report, recommendation, and any relevant information. Council shall then make a final decision regarding the proposed disciplinary action, which can take one of the following forms: censure, suspension or expulsion. Following the decision, the Executive Director shall forward to the member the written decision of Council, including a statement of the basis for the decision.

Section X–Appeal

Any member against whom disciplinary action has been taken pursuant to the Code of Regulations shall have the right of appeal to the Council of the Ohio State Medical Association. Such appeal must be made within 60 days after the date on which the notice of final decision was mailed to the member, and in the manner prescribed in the Bylaws of the Ohio State Medical Association. The decision of the Ohio State Medical Association shall be final

Section XI–Reporting Requirement

After final disciplinary action has been taken by the Ohio State Medical Association, the Executive Director shall report the action to state and/or federal authorities as required by law.

Section XII–Readmission

A member expelled from the Society shall be eligible to re-apply for membership at any time after one year from the date of expulsion. Reapplication shall be on the same terms and in a like manner for original applicants.

Section XIII–Suspension

A member suspended for a definite time shall be reinstated at the expiration of the suspension period. A suspended member shall not be permitted t vote nor to hold office during his or her period of suspension. During the period of suspension, such member shall pay all dues and assessments accruing during the fiscal year in which he or she is under suspension.

Section IX–Record

A record shall be made of any and all hearings before the Judicial Committee, Council, and the hearing officer, and at the request of either the named member or the Academy, the Executive Director shall cause a transcript to be made of the proceedings, evidence and finding in connection with such hearing or hearings without charge to the named member.

Chapter 7–Meetings

Section I–Annual Meeting

The Academy shall hold an Annual Meeting of its members, and this meeting shall be held to install newly elected Officers and Councilors. Written notice to all members of the time and place of the meeting, and of any special business to be transacted, is to be sent by the Executive Director at least ten (10) days prior to the meeting. The order of business at the Annual Meeting will be at the discretion of the President.

Section II–Regular Meetings

Regular meetings of the membership of the Academy shall be held at such times and places as designated by Council. Publication of the time and place and subject(s) of the meeting shall be provided by the Executive Director at least ten (10) days prior to the meeting. The order of business at regular meetings will be at the discretion of the President.

Section III–Special Meetings

Special meetings of the membership of the Academy shall be called by the President whenever he or she deems necessary or advisable, or upon the written request of ten (10) percent of the Active membership. Notice of a special meeting shall be mailed to each member by the Executive Director at least five (5) days in advance of the holding of the meeting. The notice for a special meeting shall state the purpose of the meeting and the time and place where it shall be held; no business except that stated in the notice shall be transacted.

Chapter 8–Delegates

Delegates and alternate delegates to the Ohio State Medical Association representing the Academy (Hamilton County Medical Society) shall be selected with the approval of Council and shall perform their duties in accordance with the Constitution and Bylaws of the Ohio State Medical Association.

Chapter 9–Committees

Section I–Standing Committees

The Academy shall have an Executive Committee, Judicial Committee, Communications Committee, Membership Committee, and Audit and Budget Committee as standing committees. Other committees may be appointed by the President with the approval of Council. All committees of the Academy of Medicine are responsible to and come under the purview of the Council.

A. Executive Committee. The Executive Committee consisting of the President, President-Elect, Immediate Past President, Secretary, Treasurer, and Executive Director, ex-officio, without vote, shall meet monthly throughout the year and may act on behalf of the Council when necessary. Meetings and actions of the Executive Committee shall be reported and acted upon, as appropriate, by Council at the next meeting of Council.

B. Judicial Committee. It is the duty of this committee to conduct hearings and weigh evidence in matters referred to in Chapter 6 above, and such other matters as may be referred to it by Council or by the Executive Director.

C. Communications Committee. This committee recommends the nature of medical information that is to be given to the public, the best means of conveying such information, and oversees all communications functions of the Academy.

D. Membership Committee. This committee investigates applications for Academy membership recommending acceptance or rejection to Council, and develops programs and information for recruitment and retention of members.

E. Audit and Budget Committee. This committee shall plan fiscal policies and reports and recommend the annual budget to Council. The President-Elect shall act as chairman of this committee. The Treasurer and three (3) senior Councilors, appointed by the President with the approval of Council, shall constitute the other members of this committee.

Section II–Meetings

All committees of the Academy shall meet as necessary or as directed by Council. The President shall have the authority to convene a joint meeting between committees when, in his or her opinion, it is to the advantage of the Academy to have joint deliberations on subject matters that come within the purview of more than one committee.

Section III–Committee Membership

Unless otherwise provided in this Chapter all committee members, committee chairpersons and vice chairpersons shall be appointed by the President-Elect with the approval of Council. Each committee member shall serve a term of three (3) years, and no member may serve more than two (2) consecutive terms. Only those committee members who are Active members of the Academy shall be entitled to vote on committee matters or serve as chairpersons or vice chairpersons of Academy committees.

Chapter 10–Limitation of Liability

No member or employee serving on any committee of the Academy shall be deemed liable in damages to any person for any action taken or recommendation made within the scope of the functions of said committee, if such committee member or employee acts without malice and in the reasonable belief that such action or recommendation is guaranteed by the facts known to him or her after making reasonable efforts to obtain the facts of the matter. Such committee member shall be indemnified by the Academy to the extent provided by Article VI of the Academy’s Articles of Incorporation.

Chapter 11–Parliamentary Authority

The deliberations of the Academy shall be governed by this Code of Regulations and by parliamentary usage as contained in Roberts’ Rules of Order.

Chapter 12–Policies

The Principles of Medical Ethics of the American Medical Association and the Constitution, Bylaws, Rules and Regulations of the Ohio State Medical Association shall govern the Academy in matters of medical ethics.

 Chapter 13–Admendments and Conformity

This Amended Code of Regulations may be amended by two-thirds (2/3) affirmative vote of the Active members voting by mail. A ballot, together with a copy of such proposed amendment and a written notice stating the final date for the receipt of ballots on the proposed amendment, shall be mailed by the Executive Director to each Active member at least fifteen (15) days prior to the final date for the receipt of ballots. Whenever any amendment to this Amended Code of Regulations has been adopted by the Academy, the amendment shall be submitted to the Council of the Ohio State Medical Association for approval. The amendment shall not become effective until the Academy has received written notice of approval from the Council of the Ohio State Medical Association and the amendment has been filed with the Secretary of the State of Ohio. It shall be incumbent upon the Academy, as a component unit of the Ohio State Medical Association, to adopt such amendments periodically to bring this Amended Code of Regulations of the Academy into conformity with the Constitution and Bylaws of the Ohio State Medical Association.

Chapter 14–Code of Regulations

Upon the adoption of this Amended Code of Regulations the previous Code of Regulations is hereby declared null, void, and of no effect.

(Date Code of Regulations Approved by Members)

Susan Weinberg, MD, President
Randall K. Wolf, MD, Secretary

APPROVED: Ohio State Medical Association
Date of Approval By: