USF Health Morsani College of Medicine Alumni Society Board Mission and Bylaws

ARTICLE I

NAME

The name of the organization is The University of South Florida Health Morsani College of Medicine Alumni Society (“Society”) with its principle place of business being Tampa, Florida.  It shall be a constituent society of The University of South Florida Morsani College of Medicine (“College”).

MISSION STATEMENT

The mission of the Society is to support College alumni and students in their roles as advocates, advisors, benefactors and educational partners.  The Society’s fundamental objectives include:

• Engaging and maintaining relationships with College alumni;
• Promoting personal fellowship and professional relationships among and between Society members;
• Advocating on behalf of alumni, medical students and physicians enrolled in graduate medical education programs at the College;
• Assisting and participating in advancement activities for the College;
• Providing counsel on matters related to the College’s advancement as requested by College leaders; and
• Promoting and supporting the mission of the USF Alumni Association.

ARTICLE II

MEMBERSHIP

A.    Membership Categories, Rights and Responsibilities

There are three categories of Membership in the Society as follows:

1.    Student membership is open to current students of the College in good standing.  The President of the Medical Student Council or his or her designee will serve on the Board for the term of their office and will have voting rights.

2.    Regular membership is available to graduates of the College or those who have completed at least one year of graduate medical education at the College.  These individuals may be elected to serve as Directors and may vote and hold office in the Society. 

3.    Honorary Membership is extended at the discretion of the Board of Directors to College faculty, including visiting professors, other individuals who have distinguished themselves in academic and scientific fields associated with medicine and non-medical professionals who, by their demonstrated interest and involvement, have supported the goals and activities of the College.  Individuals in this category of membership may not vote or hold office in the Society.

B.    Membership Meetings

1.    Society membership shall meet at least annually at a time established by the Board of Directors (“Annual Meeting”).

2.    A simple majority of the quorum present at Membership meetings is required for the purposes of electing Board members and deciding business matters including, but not limited to, approving changes to the Society’s Bylaws.

3.    Special Membership meetings may be called by the Board of Directors of the Society, the Board Chair or by a signed petition of twenty (20) or more individuals holding Regular Membership.

a.  Notice of special meetings shall be announced at least14 days in advance in a manner deemed appropriate by the Board of Directors and shall include the date, time, location and purpose of the meeting.

4.    The Chair of the Board of the Society presides at all meetings.  In the Chair’s absence, the Chair-Elect shall preside.

C.    Quorum

1.    A majority of Regular Members present at any Membership meeting shall constitute a quorum.  Presence includes personal attendance or participation via telephone conference call or other communication mechanism whereby the Regular Member may freely and immediately communicate and respond to discussion and calls for vote.

D.    Voting

1.    The president of the Medical Student Council and individuals in the Regular Membership category are able to vote in elections for Directors and Officers. 

ARTICLE III

BOARD OF DIRECTORS

         1. Purposes and Duties

1.    The Board of Directors of the Society serves as the governing body of the Society for the purpose of ensuring that the Society’s mission is fulfilled.  In meeting this responsibility, the Board may:

·    Establish processes and procedures for conducting the business of the Society including, but not limited to, establishing dues, eligibility for membership, and circumstances for suspension from membership;

·    Create and conduct orientation programs for new Directors and Officers of the Board;

·    Create or disband committees of the Board of Directors;

·    Nominate candidates for Officers to the Board of Directors;

·    Involve College students, graduates, residents, and other physicians who have completed at least one year of post-graduate medical education at the College, in Society activities;

·    Foster relationships among and between the College and its medical alumni through programs, activities and communications held throughout the Membership year;

·    Collaborate with the College and the USF Health Development and alumni relations team on efforts to support the philanthropic and advancement goals of the College; and

·    Encourage participation in initiatives such as the annual College alumni reunion and all other activities and events sponsored by the Society and/or the College.

         2. Number, Nomination, Election

1.    The Board of Directors shall consist of no fewer than seven (7) and no more than fifteen (15) members, including the President of the Medical Student Council (or designee).

2.    Eligible members of the Society may be nominated to serve on the Board of Directors by any Society member, College faculty, staff or administrator.

3.    Directors shall be elected at the Annual Meeting, except in the case of the resignation or death of a Director or Officer whose replacement may be elected at any time.

4.    The Board of Directors has the authority to amend the election process as needed without vote by the Membership.

            3. Term of Non-Officer Directors

1.    Directors are elected to serve a term of two (2) years and may be recommended by the Nominating and Governance Committee for re-election for one (1) additional consecutive term. After four (4) years of service as a Director, the Director must rotate off the Board for at least one (1) year, at which time he or she may be re-nominated and eligible for re-election.  If, at any time, a Director is elected to an Officer position, pursuant to Article IV, their service as an Officer shall not count toward the maximum of four (4) years as a Director.

2.    If elected, the Director’s term begins on July 1 of the year of election.  Directors not re-elected will be considered having resigned effective June 30 of the year of non-election.

3.    Directors elected prior to this version of the By-Laws will continue to serve pursuant to the terms in place at the time of their original election, unless elected to an Officer position after these By-Laws become effective, at which time the Director and Officer terms as outlined in these By-Laws will apply. 

4.    A Director may resign from the Board at any time.  A resignation is considered effective upon receipt of written notice of such resignation by the Chair of the Board.

a.    A Director will be considered as having resigned his/her position after an absence of three (3) consecutive meetings of the Board without prior notice of such absence from the Director.

b.    A vacancy due to resignation, removal, or death of a Director (“Original Director”) may be filled with a replacement (“Replacement Director”).  Such Replacement Director will be recommended by the Nominating and Governance Committee, elected by the Board, and serve the remainder of the two-year term for which the Original Director was elected (“Replacement Term”).  Should a Replacement Director subsequent to his/her Replacement Term be elected as a Director, the Replacement Term will not be considered in determining the Director’s length of service.

            4. Composition, Qualifications

1.    The Board of Directors shall be comprised of the Chair, the Chair-elect, the Past Chair, and an even number of Directors, not less than four (4) and not more than twelve (12). 

2.    The Board of Directors may extend invitations to specific individuals to serve on the Board in an ex-officio capacity, without voting authority.  Ex-officio members of the Board may include one or more of the following individuals:

a.    Dean, Morsani College of Medicine

b.    Vice Dean for Educational Affairs, Morsani College of Medicine

c.    Associate Dean for Student Affairs, Morsani College of Medicine

d.    Associate Vice President, USF Health Development and Alumni Relations

e.    MCOM Student Council Vice President and the MCOM Student Presidents of each class year

f.    Past Society Officers and Directors

g.    Honorary Members of the Society

h.    College Alumni Staff

3.    All Regular Members of the Society in good standing are qualified to serve as Director.

a.    Directors serve in a volunteer capacity and shall not be compensated for their service on the Board. 

E.    Meetings

1.    The Board shall meet at least two (2) times per year.  One meeting shall be held at the Annual Meeting of the Membership and another meeting shall be held at a time chosen by the Board.

2.    A quorum is required to conduct business.

a.    A majority of Directors present shall constitute a quorum.

    i.    Presence shall include attendance in person as well as participation via telephone conference call or other communication mechanism whereby the Director may freely and immediately communicate and respond to discussion and calls for votes.

b.    A simple majority of the quorum shall be required for approval of any item of business.

3.    Action without a meeting.  Any action required or permitted to be taken at a meeting of Directors (including amendment of the Bylaws) or of any committee, may be taken without a meeting if all Directors or committee members consent in writing to taking the action without a meeting and to approving the specific action.  This consent will have the same force and effect as a unanimous vote of the Board of Directors or the committee members, as the case may be.

ARTICLE IV

OFFICERS

A.    Number, Duties, and Terms

1.    The Officers of the Society are as follows:

a.    Chair

    i.    The Chair presides at all meetings of the Board of Directors and at the Annual Meeting of the Membership.  The Chair also works with the Board to establish the strategic direction of the Society.

    ii.    The Chair may call special meetings of the Board of Directors.

b.    Chair-Elect

    i.    The Chair-Elect performs the duties of the Chair in his/her absence.  The Chair-Elect shall work to increase Membership and participation of the members in Society activities.

c.    Past Chair

    i.    The Past Chair will serve for two (2) years consecutive to his/her term as Chair in a role intended to support the Chair and Chair-Elect in the assumption of their duties to bring consistency and continuity to the Board.

2.    The Chair shall serve a two (2) year term. The Chair-Elect shall serve a two (2) year term and may be recommended for election for an additional two (2) year term as Chair by the Nominating and Governance Committee.  All terms are effective July 1 of the year of election.  Service as an Officer shall not count toward the maximum of four (4) years of service as a Director. 

3.    If, for any reason, the Chair is unable to complete his/her term, the Chair-elect will assume the role of Chair for the remainder of that term.

4.    If, for any reason, the Chair-Elect is unable to complete his/her term, a replacement will be recommended by the Nominating and Governance Committee and elected by the Board.

5.    If the Past Chair is unable to serve for any reason, no replacement will be named.

6.    Officers serve as volunteers and shall not receive any compensation for their service as an Officer except that the Board may authorize reimbursement of reasonable expenses incurred in the performance of such duties.

B.    Qualifications, Nomination and Election

1.    Regular members of the Society in good standing at the time of election or appointment to Director are eligible for nomination and election to serve as an Officer of the Board of Directors.

2.    Elections for Officers are held at the Annual Meeting following the election of Directors. 

a.    If for any reason a Director also serving as an Officer should resign his/her position as an Officer, he/she may continue to serve as a Director subject to removal or resignation replacement under Article III of these Bylaws.

ARTICLE V

 COMMITTEES

Section 1.  Standing Committees

A.     Executive.  Composed of the Chair, Chair-Elect, Past Chair, College alumni relations staff, and may include up to two elected Directors appointed by the Chair.  The Executive Committee shall provide overall planning and direction to the Alumni Society and may act in the absence of the Board of Directors.

B.    Nominating and Governance Committee.  Composed of the Chair, Chair-elect, Past Chair, and College alumni relations staff.  The Board Chair-elect is designated the Chair of the committee and, in consultation with the Board Chair and Past Chair, may appoint up to three additional members who are current Directors or ex-officio members of the Board and whose terms will be the two-year term of the Chair-elect.  The Nominating and Governance Committee shall review and recommend for election the slate of candidates for Officers and Non-officer Directors.  The committee shall also conduct periodic reviews of the Bylaws and recommend any necessary changes for approval by the full Board.

Section 2. Non-Standing Committees

A. Committees of the Board may be established from time to time by the Board and the Board may determine the mechanism for selecting members to serve on committees including appointment or volunteering.

B. Each of these committees may establish the procedures that shall govern their activities, except as provided otherwise in these Bylaws, as otherwise required by law or as otherwise directed by the Board. 

Section 3. Other Considerations

A. Committees of the Board shall arrange for the keeping of appropriate minutes of its meetings and records of any votes or actions taken by it, and shall cause such materials to be presented to the Board as soon as possible after each meeting but not later than fifteen (15) days prior to the next regularly scheduled meeting of the Board of Directors. 

B. Members of committees shall not receive any compensation for their service as committee members.

ARTICLE VI

FISCAL MANAGEMENT

C.    Accounts

      1.    All Society accounts are established for the sole benefit of the Society.

D.    Financial Assets

   1.    Society financial assets maintained in accounts may be used on a proportional or non-proportional basis to aid in the support of selected programs/initiatives recommended by the Board.

E.    Fiscal Year

         1.    The fiscal year will be July 1 to June 30.

Revised University of South Florida Health Morsani College of Medicine Alumni Society Bylaws adopted by the Regular Members at the Annual Society meeting on May 10, 2020.