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BYLAWS OF AMERICAN COLLEGE OF
OSTEOPATHIC FAMILY PHYSICIANS, INC.
IOWA CHAPTER

ARTICLE ONE
Name and Offices

Section 1. The name of this non-profit Association is AMERICAN COLLEGE
OF OSTEOPATHIC FAMILY PHYSICIANS, INC., IOWA CHAPTER.

Section 2. The principal office of the Association shall be co-located with the IOWA OSTEOPATHIC MEDICAL ASSOCIATION. The Association may also establish other offices as the Board may require.

ARTICLE TWO
Governing Board

Section 1 The governing board, hereinafter referred to as the Board of Directors, shall consist of ten (10) members, four (4) of whom shall be directors, one (1) of whom shall be an officer of the DMU Student Chapter ACOFP, one (1) of whom shall be a family medicine resident and four (4) of whom shall be officers as prescribed in Article Three of these Bylaws.

Section 2 The Board of Directors shall transact all of the business of the Association between sessions of the annual meeting. It shall meet just prior to the annual meeting and at other times on call of the president but no less than three (3) times a year.

Section 3. Additional meetings of the Board of Directors may be called by the President, or upon written request of at least three members of the Board.

Section 4. Notice of all routine Directors’ meetings, shall be by mail or electronically to an address as requested by each director at least thirty (30) days before the meeting. Emergency meetings of the Board of Directors may be held without 30 days notice at such time and place as shall be determined by the Board of Directors.

Section 5. At all meetings of the Board of Directors, a majority of the Board of Directors shall constitute a quorum for the transaction of business. If an Officer or Director cannot be physically present at the meeting, they may be considered present if they are in contact telephonically or electronically and they are able to communicate with all other Officers and Directors present. If at any meeting there is less than a quorum present, a majority of those present may adjourn and reschedule the meeting notifying absent Directors with appropriate notice of the rescheduled meeting time.

Section 6. The Board of Directors of the Association may enter into contracts for purposes beneficial to the Association and its goals. A quorum is required per section 6.

Section 7. The Board of Directors shall not receive any stated salary for their services. However, by resolution of the Board of Directors, a fixed reasonable sum for expenses may be allowed for attendance at each regular or special meeting of the Board of Directors. The Board of Directors shall have power to contract for and to pay Officers, Directors and members rendering unusual or exceptional services for the Association.

Section 8. All powers delegated to the Board of Directors by these bylaws may be delegated by the Board of Directors to committees of the Association.

Section 9. The Board of Directors shall annually prepare a report, verified by the President and Executive Director or by a majority of the Board of Directors for the membership of the Association. It is to be filed with the records of the Association, showing in detail satisfactory to membership of the Association, the following:
(a) the assets and liabilities of the Association as of the end of the fiscal year immediately preceding the annual meeting;
(b) the principal changes in assets and liabilities during the year immediately
preceding the date of the report;
(c) the revenue of receipts of the Association, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report; and
(d) the expenses or disbursements of the Association during the year immediately preceding the date of the report.

Section 10. The Association, all members of the Board of Directors, employees, and agents of the Association shall be provided with errors and omissions insurance coverage while engaged in their performance of Association duties. The Executive Director and all appropriate employees will be bonded for financial security. Liability insurance will be obtained for the Association at the discretion of the Board of Directors.

ARTICLE THREE
Officers and Executive Committee

Section 1. The Executive Committee of the Association shall consist of the President, President-Elect, the Immediate Past Presidents, Past President and the Executive Director, who shall be an ex-officio member of the committee. The Executive Committee will transact the business of the Board between meetings of the Board of Directors. All actions of the Executive Committee shall be recorded in minutes which shall be reviewed by the Board at its next meeting. Actions of the Executive Committee may be overturned by a majority of the Board of Directors. Except for minutes of executive sessions of the Executive Committee, all minutes of the Executive Committee meetings shall be available to any member of the Association upon request.

Section 2. The President shall preside at all meetings of the Board of Directors, Executive Committee and such other official meetings of the Association. The President shall exercise general charge and supervision of the affairs of the Association and perform such other duties as may be assigned by the Board of Directors.

Section 3. The President-Elect shall assist the president in his/her duties and perform such other duties as may be assigned by the president or Board. The president-elect shall automatically ascend to the presidency upon the completion of his/her term as president-elect. In the absense of the president, the president-elect shall preside over all official meetings of the Association, the Board of Directors and the executive Committee. He/she shall serve as program chair for the annual conference conducted during his/her term as president-elect.

Section 4. The president shall automatically succeed to the office of immediate past president for one year, and then to the office of past president for an additional year. The role of the immediate past president is to serve as Treasurer to review and monitor the fiscal status of the Association. The role of the past president is to provide advice to the officers and Board of Directors as well as assist with finding new leaders to serve on the Board of Directors.

Section 5. The Executive Director shall serve as the executive officer of the Association and shall administer the affairs of the Association in accordance to established administrative practices under the president and the Board of Directors. He/She shall be an ex-officio member of the Board of Directors, executive committee and all standing committees. In addition, the executive director shall act as the secretary of the Association.

Section 6. The Officers shall be elected each year by the Board of Directors from among their numbers during the Board of Director meeting prior to the annual meeting of the Association.

Section 7. In case any office of the Association becomes vacant by any cause, the majority of the Directors then in office, even if less than a quorum, may elect an Officer to fill any vacancy. The Officer so elected shall hold office and serve until the next annual meeting of the Association.

Section 8. The officers of this Association shall be members in good standing.

Section 9. The newly elected officers shall be installed during the annual meeting of the Association and take office immediately following.

ARTICLE FOUR
Directors

Section 1. A total of four Directors shall be selected per Section 2 of this Article. The number may be increased or decreased by amendment to these Bylaws, in the manner set forth in Article Fifteen (15) hereof. When the number of Directors is decreased by an amendment adopted by the Board of Directors, each Director then serving shall serve until their term expires, or until their resignation or removal as provided herein.

Section 2. Directors are to be elected annually by the members of the Association at its annual meeting.

Section 3. Directors shall be elected to serve two-year terms on the Board of Directors. Each Director shall perform such duties as may be assigned by the Board of Directors.

Section 4. Any Director may resign at any time by giving written notice of resignation to the Board of Directors.

Section 5. Any Director may be removed from office by the affirmative vote of two-thirds
of all the Directors at any regular or special meeting called for that purpose.
Their removal can be for nonfeasance, malfeasance or misfeasance, for conduct detrimental to the interests of the Association, for lack of sympathy with its objectives, lack of participation or for refusal to render reasonable assistance in carrying out its purposes.

Section 6. Should any vacancy in the Board of Directors occur, including a vacancy created by an increase in the numbers of Directors, the vacancy may be filled for the unexpired portion of the term by the current Directors, even if they constitute less than a quorum, by affirmative vote of the majority thereof. Any Director so appointed by the Board of Directors shall hold office until the next annual meeting of the Association.

ARTICLE FIVE
Student Director

Section 1. The student director shall be an officer of the Des Moines University Student Chapter
of the American College of Osteopathic Family Physicians and shall be elected or
appointed by the Chapter.

Section 2. The student director’s term is one (1) year.

Section 3. The Student Director shall perform such duties as may be assigned by the Board of
Directors.

Section 4. The student director shall not be eligible to be an officer of the Association.

ARTICLE SIX
Resident Director

Section 1 The resident director’s term is one (1) year. No resident director may serve more than
three (3) consecutive terms.

Section 2 The resident director shall be a member of the association in good standing.

Section 3 A call for nomination will be sent out to the osteopathic physicians in Iowa family
medicine residencies. The osteopathic family medicine residents may submit their
name for nomination. The Board of Directors will elect the resident director from the
nominees during the meeting prior to the annual meeting of the Association.

Section 4 The Resident Director shall perform such duties as may be assigned by the Board of Directors.

Section 5 A resident director shall not be eligible to be an officer of the Association.

ARTICLE SEVEN
Membership

Section 1. Membership in this chapter shall be open to family physicians; Osteopathic and Allopathic, who meet the requirements as prescribed in these bylaws.

Section 2. Active Membership shall be open to a graduate of an AOA/COCA accredited
College of Osteopathic Medicine and licensed to practice in the state of Iowa. Only active members may vote, hold office or serve on the Board of
Directors of this chapter.

Section 3. Associate Membership shall be open to all Osteopathic and Allopathic physicians whether in training, active practice or retirement. Physicians in this category shall have all of the rights and privileges of active membership, except the right to vote or hold elective office.

Section 4. By specific action of the Board of Directors, allied membership may be granted to individuals or corporations, not eligible for any other category of membership, who support the goals and objectives of this Association. An allied member shall enjoy all the rights and privileges of Association membership except the right to vote or hold elective office. Request for membership shall be accompanied by payment of the appropriate dues amount.

Section 5. The annual meeting of the Association shall be held during the Iowa Chapter ACOFP Midwinter Osteopathic Family Practice Conference of each year. At the annual meeting there shall be an election of Directors, presentation of reports and the transaction of such other business as may be necessary.

ARTICLE EIGHT
Dues and Assessments

Section 1. The annual dues for membership in this chapter shall be established by the Board of Directors with concurrence of a majority of the membership present at an annual meeting of the Association.

Section 2. The fee structure will be effective the following year.

Section 3. Any member who fails to pay the dues within three calendar months from the first billing date shall be considered delinquent, and may be removed from the membership rolls.

Section 4. The Board of Directors may reduce or waive the annual dues for any member upon the showing of financial hardship or active duty in the U.S. military.

ARTICLE NINE
Committees

Section 1. The Association shall have three (3) standing committees: education, finance and membership.

Section 2. The president shall appoint committee chairs. Chairs and committee members shall serve at the pleasure of the president unless otherwise state in these bylaws.

Section 3. Membership on a committee is open to any member in good standing. Committee members shall serve for a one (1) year term unless otherwise state in these bylaws.

Section 4. The duties of the committees shall be to carry out the directives of the Board of Directors. All recommendations from committees shall be submitted to the Board for action.

Section 5. The president shall appoint such other committees as activities may require.

Section 6. The president and the executive director of the Association shall be ex-officio members of all committees.

Section 7. Except for otherwise provided by these bylaws and subject to the director of the power creating special committees, the terms of all standing and special committees shall coincide with that of the appointing president.

ARTICLE TEN
Agents and Representatives

To the extent permitted by law and these bylaws, the Board of Directors may appoint agents and representative of the Association, with such powers to perform acts or duties on behalf of the Association.

ARTICLE ELEVEN
Contracts

The Board of Directors, except when prohibited, may authorize any Officer or agent to enter into any contract on behalf of the Association. Unless so authorized by the Board of Directors, no Officer, agent or employees shall have any power or authority to bind the Association or render it liable for any purpose or to any amount.

ARTICLE TWELVE
Fiscal Year

Section 1. The fiscal year of the Association shall commence on October 1 of each year and conclude September 30 of the following calendar year.

ARTICLE THIRTEEN
Prohibition Against Sharing in Association Earning

No Director, Officer, employee or person connected with the Association or any other private individual, shall receive at any time any of the net earnings or any pecuniary profit from the operations of the Association except as allowed by Article 2, Section 8, and no such person or persons shall be entitled to share in the distribution of any of the Association assets upon the dissolution of the Association.

ARTICLE FOURTEEN
Investments

The Association shall have the right to retain all or any part of any securities or property acquired by it and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors. However, no action shall be taken by or on behalf of the Association if such action is a prohibited transaction or would result in the denial of the tax exemption under the applicable provisions of the Internal Revenue Code or its Regulations as they now exist or as they may hereafter be amended.

ARTICLE FIFTEEN
Amendments

The Board of Directors shall have power to make, amend and repeal the Bylaws of the Association by a vote of a majority of the Board of Directors at any regular or special meeting of the Board of Directors, provided that three days’ notice of intention to make, amend or repeal the Bylaws, in whole or in part, shall have been given by mail, electronically or personally. Any changes recommended by the Board of Directors shall be subject to the approval of a majority of the Association membership at the next annual meeting. All such changes are to be recorded with the American College of Osteopathic Family Physicians.

ARTICLE SIXTEEN
Exempt Activities

Notwithstanding any other provision of these Bylaws, no Director, Officer, employee or representative of the Association shall take any action or carry on any activity by or on behalf of the Association not permitted under Section 501(c)(6) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and regulations as they now exist or as they may hereafter be amended.

ARTICLE SEVENTEEN
Rules of Order

Unless otherwise provided in the articles of incorporation and bylaws of this Association, the current edition of “Roberts’ Rules of Order” shall govern the proceedings of all sessions of the Association.

ARTICLE EIGHTEEN
Indemnification

The Association shall indemnify any and all persons who may serve or who have served at any time as Directors or Officers, or who at the request of the Board of Directors may serve or at any time have served the Association at such time owned or may own shares of stock or of which it was or may be a creditor, and their respective heirs, administrators, successors and assigns, against any and all expenses, including amounts paid upon judgments, counsel fees and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense of settlement of any claim, action, suit or proceeding in which they or any of them are made parties, or a party, or which may be asserted against them or any of them by reason of being or having been Directors or Officers or a Director or Officer of the Association, or of such other Association, except in relation to matters as to which any such Director or Officer or former Director or Officer or person shall be adjudged in any action suit or proceeding to be liable for his/her own negligence or misconduct in the performance of his/her duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of stockholders or other wise.

As approved on January 19, 2019.