1. Regular Membership. Any person possessing the degree of Doctor of Medicine (MD) or Doctor of Osteopathy (DO) or an equivalent degree as determined by the Wisconsin Medical Examining Board engaged in professional activities related to the practice of medicine (“professional activities”) in Wisconsin, or residing in Wisconsin, and not enrolled in a residency or fellowship training program, shall be eligible for Regular membership.

   The Chief Executive Officer (hereafter CEO) shall refer to the Membership Committee any Regular membership application if he/she determines that eligibility for regular membership is unclear. The Membership Committee will consider the application and make a recommendation to the Executive Committee on whether the applicant is eligible for Regular membership. The Executive Committee shall rule on all such matters. If the Executive Committee rules that the applicant is ineligible for Regular membership and ineligible for any other category of membership, the applicant may appeal the Executive Committee’s decision to the Board of Directors (“Board”) within thirty (30) days of receipt of the Executive Committee’s decision. The Board shall rule on the application at its next scheduled meeting. The Board’s decision shall be a final adjudication of the matter.

2. Resident/Fellow Membership. Any person enrolled in a residency or fellowship training program in Wisconsin, including those persons on an approved leave of absence from a residency or fellowship training program in Wisconsin provided that person will be in good standing for return to the program upon return from the leave of absence, shall be eligible for Resident/Fellow membership.
3. Student Membership. Any person enrolled in a Liaison Committee on Medical Education (LCME)- accredited medical education program in Wisconsin, including those persons (1) enrolled in a graduate program in Wisconsin as part of a dual-degree program at an LCME-accredited medical education program (e.g., MD/PhD, MD/MPH, MD/MBA, MD/MS) or (2) on an approved leave of absence from an LCME-accredited medical education program in Wisconsin provided that the person will be in good standing for return to the program upon return from the leave of absence, shall be eligible for Student membership.

    

   Section 2. Application

   Applications for membership shall be made in a manner determined by the Wisconsin Medical Society, Inc. (“Society”). Applications are subject to verification of eligibility for membership.

    

   Section 3. Membership Classifications

   A. Regular.

   1. Physician Full-Time. A member in good standing engaged full-time in professional activities.
   2. Physician Part-Time. A member in good standing engaged part-time in professional activities.
   3. Young Physician. Young physician members are those members who are not enrolled in a residency or fellowship training program, but are under 40 years of age or are engaged in professional activities within the first eight (8) years after residency and fellowship training.
   4. Retired. Retired members consist of those members who hold an MD or DO degree or an equivalent degree as determined by the Wisconsin Medical Examining Board but have retired from all professional activities for compensation.
   5. Life. Life members are those members who have been members of this or any other state, district or territorial medical society for fifty (50) years. All past presidents of the Wisconsin Medical Society shall also be granted a certificate of Life Membership.

B. Physician Group. The Board of Directors (“Board”) may create a category of membership for physician groups. Each individual member of a physician group has his or her own member classification and all membership rights and privileges shall be held by the individual members of the physician group.

C. Resident/Fellow. Resident/Fellow members are those members who are enrolled in residency or fellowship training programs in Wisconsin or on approved leave of absence from a residency or fellowship training program in Wisconsin provided that person is in good standing for return to the program upon return from the leave of absence.

D. Student. Any person enrolled in an LCME-accredited medical education program in Wisconsin, including those persons: (1) enrolled in a graduate program in Wisconsin as part of a dual-degree program at an LCME-accredited medical education program (e.g., MD/PhD, MD/MPH, MD/MBA, MD/MS) or (2) on an approved leave of absence from an LCME-accredited medical education program in Wisconsin provided that the person is in good standing for return to the program upon return from the leave of absence. This class of membership is forfeited when the member is no longer enrolled in an LCME-accredited medical education program in Wisconsin.

E. Supporting. Persons who are not otherwise eligible for membership may be eligible to become associated with this Society through one of these supporting membership classifications.

1. Out-of-State Physician. Any person who holds an MD or DO or an equivalent degree as determined by the Wisconsin Medical Examining Board, and who resides or is engaged in professional activities, including training programs, outside of the state of Wisconsin, and who desires to support the purpose of the Society shall be eligible for this classification of membership. Such members shall be eligible to serve on councils and committees and participate in Society programs, but shall not be entitled to vote, hold office on councils or committees or serve as an Officer or Director of this Society.
2. Physician Spouse/Domestic Partner/Significant Other. Any spouse, domestic partner or significant other of a physician who holds a regular membership in this Society who desires to support the purpose of the Society shall be eligible to apply for this classification of membership. Such members shall be eligible to serve on committees and participate in Society programs, but shall not be entitled to vote, hold office on councils or committees or serve as an Officer or Director of this Society. All applications shall be made to the Membership Committee, which shall make recommendations to the Board. Physician Spouse/Domestic Partner/Significant Other membership shall be granted upon a majority vote of the Board. The Society and its Officers reserve the right to deny membership, rescind an offer of membership, terminate membership and withdraw privileges of any member of this class for any reason.

F. Other. The Board may create other classifications of membership. At the time of the creation of the classification of membership the Board shall define and record all rights and privileges of the new classification of membership as well as the application and approval process.

A. Suspension of Membership. A member shall be immediately and automatically suspended from membership in the Society and in any of its county societies upon:

1. Revocation or suspension of their medical license by the professional licensing body (medical or osteopathic) of any state, territory, or district in the United States.
2. Non-renewal or voluntary surrender of their medical license pending disciplinary investigation or action by the professional licensing body (medical or osteopathic) of any state, territory, or district in the United States or as part of a settlement agreement related to such.
3. Discharge or termination from a residency or fellowship program. This does not apply if the member is eligible for license in the state of Wisconsin at the time of the discharge or termination, or is enrolled in another residence or fellowship program.
4. Expulsion or termination of studies at an LCME-accredited medical education program prior to graduation. This does not include those on an approved leave of absence from an LCME- accredited program that will be in good standing in the program upon return from the leave of absence.

B. Rights of Suspended Members. No person whose name has been dropped from the membership roll of the Society shall be entitled to any of the rights or benefits of the Society, except that such rights and benefits shall continue during the period of an appeal by such person to the Board.

C. Duty to Self-Report. Members are required to report the occurrence of any of the circumstances described in Ch. 1 Section 6.A. (1)-(4). The report shall be made in writing and mailed to the attention of the Society’s Chief Executive Officer within ten (10) days of the action’s occurrence. Such report shall include a description of the action taken, the name of the entity taking action, the entity’s given reason for taking such action and whether the action is currently under or subject to appeal. For circumstances described in Ch. I, Section 6.A. the member should explain the situation that led to the non-renewal or voluntary surrender of his or her license.

A. Any member who feels aggrieved by the Society’s or a county society’s decision to suspend or expel him or her shall have the right to appeal the suspension or expulsion to the Board, whose decision shall be final. A county society shall at all times be permitted to appeal or refer questions involving membership to the Board for final determination. The Board shall adopt procedures to implement this section.

B. Pending the final outcome of any appeal to the Board the member shall retain all rights, benefits and privileges of membership.

Chapter II:

1. Uphold the Constitution and Bylaws of this Society.
2. Support and articulate policies and programs adopted by the Board.
3. Propose policies and programs that will further the goals and objectives of the Society.
4. Serve as a member of the Board, with the right to vote.
5. Serve as a member of the Executive Committee.
6. Promote physician interest and encourage active participation among its members.
7. Deliver an annual address to the membership.

Section 2. President-Elect

1. At the conclusion of his or her term as President, automatically succeed to the office of Immediate Past President and serve in that office for one (1) year.
2. Serve as a member of the Board with the right to vote.
3. Serve as a member of the Executive Committee.
4. Perform other duties assigned by the President or the Board from time to time.

1. Be responsible for all funds due the Society, including bequests and donations.
2. Advise and assist the Board in making decisions on investment policy and financial matters.
3. Serve as the Chair of the Board of Director’s Finance Committee and report to the Board on the Finance Committee’s actions.
4. Disburse funds from the treasury in accordance with the Society’s approved fiscal policies.
5. Facilitate the examination of the Society’s accounts as directed by the Board.
6. Ensure that the Society’s accounts are audited annually.
7. Make an annual report to the membership on the financial standing of the Society, including a Statement of Financial Position and Statement of Activities.

1. Serve as an ex officio member of the Board without the right to vote.
2. Be responsible to the Board and serve as its secretary, assist the Board and Officers in making decisions and implementing actions, share convictions and argue their merits.
3. Perform the functions ordinarily assigned to the Chief Executive Officer including, but not limited to, responsibility over the day-to-day operation of the Society and its wholly-owned subsidiaries, and performance of the general managerial function for the Society and all of its divisions, activities, and personnel including employment and, as necessary, termination of all employees.
4. Formulate and recommend for approval of the Board basic policies and programs, which will seek to achieve the objectives and goals of the Society.
5. Work with the Board and the Treasurer to establish a program of fiscal responsibility for the Society including development of and operation within an annual budget.
6. Act to insure that all funds, physical assets, and other property of the Society are appropriately safeguarded and administered.
7. Fully inform the Board on the condition and operation of the Society. Make an annual report to the membership.

Chapter III: Board of Directors

In addition, there shall be designated Director(s) from each district based on a formula using the number of Regular members in each district as the numerator and the total number of Regular members of the Society as the denominator, rounded to the nearest whole number. This calculation shall be made every third year; shall be based on the year end membership totals; and, as nearly as possible, is to provide for no more than 31 District Directors. The number of Directors established for each district shall be approved by the Board and shall be reported to the districts by the CEO in advance of the District Caucus meetings. As nearly as possible, one-third of the District Director members of the Board shall be designated each year. All district director designations are subject to the approval and confirmation of the Board.

1. Nomination and Designation. Each District Director shall be nominated and/or designated by the Regular members of the county society or societies from the district in which the Director has a significant portion of his or her professional activities or if retired (Retired or retired Life member) the county or county society of his or her principal residence in Wisconsin. In counties with no active county society, each Director shall be nominated and/or designated by the Regular members of this Society who are not members of any other county society and have a significant portion of his or her professional activities or in the case of Retired or retired Life members have his or her county of principal residence in Wisconsin in that county.
2. Duties. The District Director is the district’s representative to the Board. The District Director shall attend Board meetings and bring to the Board’s attention relevant information from the district. The Director shall provide information about the Society’s activities to the members within the district. The Director shall visit each county within his or her district as needed or requested to provide information about the Society’s activities and help the county organize its county society or to keep informed of relevant matters within his or her district. The Directors from each district shall organize an annual conference or caucus with the county societies or counties within their districts to provide information on the Society’s activities. The District Director shall report to the Board and perform other duties as requested by the Board from time to time.

C. Young Physician Section Director. The members of the Young Physician Section of the Society shall designate one (1) Young Physician Section Director from among its members, subject to the approval and confirmation of the Board.
D. Resident/Fellow Section Director. The members of the Resident/Fellow Section of the Society shall designate one (1) Resident/Fellow Section Director, subject to the approval and confirmation of the Board.
E. Medical Student Sections Directors. Each of the Society’s Medical Student Sections shall designate one (1) Medical Student Section Director, subject to the approval and confirmation of the Board.
F. Medical Schools Section Director. The members of the Medical Schools Section of the Society shall designate one (1) Medical Schools Section Director, subject to the approval and confirmation of the Board.

(2)The Board may, by interim appointment, appoint a member of the Young Physician Section to fill a vacancy in the remainder of the term of the Young Physician Section Director during the interval between annual meetings. The appointee shall serve until a successor has been designated and has qualified.

(3)When a District initially qualifies for an additional Director, that position shall be considered new and not a vacancy for which the Board is authorized to make an interim appointment. The new Director position shall be filled at the next meeting of the Board in the manner provided in these Bylaws. The initial term of the new Director position shall be established to maintain the rotation of approximately one-third of the District Directors each year.

C. Elections. Elections under this Chapter may be conducted through electronic voting mechanisms, as available.

1. The Board shall elect a Chair and a Vice Chair from among the District Directors. The Chair shall submit an annual report to the membership, which shall include all major actions and policy decisions of the preceding year.
2. The Board shall nominate annually an individual to serve as Treasurer of the Society.
3. The Board shall elect a CEO of the Society. The CEO need not be a physician or a member of the Society.
4. The Board may create, combine or abolish other offices as it sees fit in the management of its affairs and in the discharge of its responsibilities.
5. The Board may create councils and committees and appoint members to, combine or abolish them as it sees fit in the management of its affairs and in the discharge of its responsibilities.
6. The Board shall adopt an annual budget providing for the necessary expenses of the Society; with the Treasurer, the Board shall supervise the investment of the Society’s funds; and the Board shall select a qualified independent accounting firm to audit the Society’s accounts and receive an annual audit of all of the Society’s accounts.
7. The Board shall approve the time and location for the Society’s Annual Meeting.
8. The Board shall evaluate applications from and issue charters to county societies. The Board may suspend or terminate the charter of any county society whose actions are in conflict with the letter or spirit of the Society’s Constitution and Bylaws or have violated the charter agreement entered into with the Society. In sparsely populated counties, the Board shall have the authority to organize the physicians of two (2) or more counties into a single county society; such multi-county societies, when organized and chartered, shall be entitled to all of the rights and privileges provided for other county societies.
9. The Board shall provide such facilities for the Society as may be required to properly conduct its business.
10. The Board shall provide for and oversee the issuance of all publications of the Society, including proceedings, transactions and memoirs. It shall have the authority to appoint a medical editor for the official Journal of the Society and such assistants as it deems necessary.

1. The Board’s right to original jurisdiction includes but is not limited to the right to decide cases when: (a)The affected parties reside within the boundaries of a single county society, are members of the

   county society, and that society does not wish to assume jurisdiction;

   (b)The affected parties reside in two (2) or more county society jurisdictions or counties.

2. The Board may delegate to the Executive Committee; appoint a council or committee; or appoint an ad hoc committee to investigate, evaluate and issue a decision regarding questions of conduct or discipline of members. In issuing its decision, the council or committee may acquit, admonish, or otherwise discipline the member as appropriate, or recommend to the Board that the member be suspended or expelled. If the council or committee recommends suspension or expulsion, the Board must approve that action before it becomes final.
3. A member may appeal to the Board a disciplinary decision issued by a council or committee, or as provided in Ch. I, Section 7.

B. Removal of Officers and Directors. The Board may, by a three-quarters vote of its voting members, remove from office any voting Officer or Director who has been shown to have violated the Society’s code of ethics; disclosed information deemed confidential by the Board; knowingly misrepresented the Society or its official positions to persons or entities outside of the Society; grossly, willfully or repeatedly neglected his or her official duties or responsibilities; or acted in a manner deemed contrary to the Society’s Constitution, Bylaws, policies or procedures.

1. The Board shall provide notice of the proposed removal and the grounds on which it is based to the affected Officer or Director at least 14 days before the meeting at which the proposed removal will be acted upon. The affected Officer or Director will be given an opportunity to address the Board with respect to the proposed removal before the vote is taken.
2. Any vacancy created on the Board by the removal of an Officer or Director shall be filled in accordance with the procedures specified in Section 2 of this Chapter.

1. Composition. The Nominating Committee shall be composed of one (1) member of this Society designated by and from each District, except that in any District having five hundred (500) or more Regular, Resident/Fellow and Student members, there shall be designated one (1) additional committee member for each additional five hundred (500) members or majority fraction thereof. There shall be one

   (1) committee member representing the Resident/Fellow Section and two (2) committee members representing the Medical Student Sections, one from each medical school. There shall also be one (1) member representing the Society’s specialties section. The committee shall designate a Chair from among its members.

2. Term of Appointment. The Nominating Committee shall be elected by the Board of Directors. The term of the Nominating Committee commences at the close of the Annual Meeting and extends until the close the next year’s Annual Meeting . Nominating Committee members shall be limited to six (6) consecutive terms. Members wishing to serve additional terms must wait a minimum of one (1) year before beginning another term as a Nominating Committee member.
3. Inability to Serve. If a member of the Nominating Committee is a candidate for office or otherwise unable to serve, a substitute for that member shall be designated by the Director or Directors of the District in which the vacancy occurs. The Director or Directors shall provide written notice of the substitution to the Executive Vice President of this Society, who will then submit the substitution to the Board for confirmation prior to the meeting of the Nominating Committee.
4. Meetings. The Nominating Committee shall convene at least two (2) months prior to the Annual Meeting to prepare a slate of candidates for President Elect and for AMA Delegates and Alternates. This meeting shall be held at a date, location and time certain, which shall be published to the general membership at least two (2) months before the meeting is to be held, and shall include an open session to allow for the individual nomination of candidates. The Nominating Committee shall report to the general membership the name of the Board’s nominee for Treasurer (see Ch. II, sec 4) and the names of one or more nominees for each of the other positions to be filled. Nothing in this Chapter shall be construed to prevent additional nominations being made by members of the Society.

Chapter IV: County Societies

Chapter V: Sections

1. Officers. The Officers of each specialty and special section shall be designated by and from its membership. The terms of such Officers shall be for one (1) year, but any Officer may serve additional terms, subject to applicable provisions of the section’s bylaws.
2. Resolutions. No section shall have the power to bind the Society by any resolution or other action. No resolution or action by a section shall be effective or publicized unless it has been approved by the Board.
3. Meetings. Scientific meetings of any section shall be open to all members in good standing of the Society.

B. Resident/Fellow Section. There shall be a Resident/Fellow Section that is composed of Resident/Fellow members of the Society.

1. The Resident/Fellow Section shall designate one (1) Section member to serve as its representative to the Society’s Board. The Resident/Fellow Director shall serve for a term of one (1) year. No person may serve as Resident/Fellow Director for more than four (4) terms.
2. The Resident/Fellow Section shall be governed by its own bylaws, which it shall adopt and amend from time to time, subject to approval by the Society’s Board.

C. Medical Student Sections. There shall be two (2) Medical Student Sections of the Society, one (1) representing the students of the University of Wisconsin School of Medicine and Public Health and one (1) representing the students of the Medical College of Wisconsin.

1. Each Medical Student Section shall designate one (1) Section member to serve as its representative to the Society’s Board. Each Medical Student Section Director shall serve for a term of one (1) year. No person may serve as Medical Student Section Director for more than four (4) terms.

D. Medical Schools Section. There shall be a Medical Schools Section of the Society.

1. The Medical Schools Section shall designate one (1) section member to serve as its representative to the Society’s Board. The Medical Schools Section Director shall serve for a term of one (1) year. No person may serve as Medical Schools Section Director for more than four (4) terms.
2. The Medical Schools Section shall be governed by its own bylaws, which it shall adopt and amend from time to time, subject to approval by the Society’s Board.

Chapter VI: Councils and Committees

Chapter VII: Dues and Assessments