08-03-2023_BoardBook

Section 2.14Reinstatement of Membership. Any member who has been suspended or expelled may be reinstated, at the sole discretion of the Board of Trustees or Committee designated by the Board of Trustees, upon such terms and conditions as it may establish, including as to payment of any unpaid dues. Article 3 Meetings of Members Section 3.01 Annual Meetings. The annual meeting of members of the Association shall be held at such date, time and place as may be designated by the Board of Trustees. Voting at annual meetings may be in person or by electronic ballot or email, as determined at the discretion of the Board of Trustees. Section 3.02 Special Meetings. Special meetings of the members may be called by majority vote of the Board of Trustees. Business transacted at any special meeting of members shall be limited to the purposes stated in the notice thereof. Voting at special meetings may be in person or by electronic ballot or email, as determined at the discretion of the Board of Trustees. Section 3.03 Place of Meeting. All members’ meetings shall be held at such place as shall be fixed from time to time by resolution of the Board of Trustees. Section 3.04 Notice of Meetings. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by electronic mail to the members entitled to vote at the meeting not less than ten (10) days or more than fifty (50) days before the date of the meeting. Section 3.05 Organization. Meetings of the members shall be presided over by the President, or if the President is not present, by the President-Elect. The Secretary/Treasurer of the Association, or designee, shall act as secretary of every meeting. Section 3.06 Voting. Except as otherwise specifically provided by the Articles of Incorporation or by these Bylaws or by statute, all matters coming before any annual or special meeting of members shall be decided by a vote of the majority of the votes validly cast. Section 3.07 Proxies. A member entitled to vote may vote or otherwise act in person or by proxy. Such proxy shall be filed with the Secretary/Treasurer of the Association or designee before or at the time of the meeting. Section 3.08 Quorum. At any meeting of the members, the members present in person or by proxy who are entitled to vote at the meeting shall be sufficient to constitute a quorum for the transaction of business. Section 3.09 Meetings by Telecommunication. Any or all of the voting members may participate in an annual, regular, or special meeting of the members by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting. Article 4 Board of Trustees Section 4.01 Composition. The management of the affairs of the Association shall be vested in a Board of Trustees (“Board”) of twelve (12) to sixteen (16) members. The Board shall be composed of the following: the five (5) Officers of the Association specified in Section 6.01; between six (6) and nine (9) U.S. Physician Voting Members elected by the membership, such number to be