Bylaws of CEMRO

Bylaws of CEMRO

Article I: Name

The name of the organization is CEMRO, shortened version of the California Emergency Medicine Residents’ Organization, hereinafter referred to as “the organization” or “CEMRO.”

Article II: Offices

The principal office shall be at such location as the officers of the organization shall determine.

Article III: Objectives and Powers

3.1 Exempt Status

CEMRO has not been formed for pecuniary profit or financial gain, and no part of the assets, income, or profit of the Organization shall be distributed to or will inure to the benefit of any of CEMRO’s officers or directors or to any shareholder or individual except to the extent permitted under law.

3.2 Purpose, Mission and Vision Statements

CEMRO is constituted and formed for the purposes of resident enrichment; providing professional and public education; offering residents support networks to help battle physician fatigue and burnout; and performing any other act or thing incidental to or connected with the foregoing purpose or in advancement thereof, but not for the pecuniary profit or financial gain, except as permitted under the California Nonprofit associations, unincorporated associations, Title 3. In furtherance of its purposes, CEMRO shall have all general powers enumerated in the above statement.

Mission Statement

CEMRO is the specialty society of emergency medicine for California residents.

CEMRO is a democratic organization committed to the following principles:

  1. Every individual training for a career as a provider of emergency medicine services, located in California for their training, should have access to quality offerings to enrich their training experience and personal life.
  2. Every individual training for a career as a provider of emergency medicine services, located in California for their training, should have unencumbered access to the above items by removing all cost barriers which might prevent a trainee from utilizing said benefit.
  3. Every individual training for a career as a provider of emergency medicine services, located in California for their training, should have an anonymous support system at their disposal wherein they can communicate with other colleagues in their profession, free from identification and possible stigma from employers.
  4. The personal and professional welfare of the trainees in emergency medicine is a primary concern to CEMRO.
  5. CEMRO supports fair and equitable practice environments necessary to allow the specialist in emergency medicine to deliver the highest quality of patient care. Such an environment includes provisions for due process and the absence of restrictive covenants.
  6. CEMRO supports residency programs, which are vital to the continued enrichment of emergency medicine, and to ensure a high quality of care for the patient.

Vision Statement

A physician’s primary duty is to the patient. In order for a emergency medicine physician to provide their patients with the highest level care, they themselves must be taken care of in regards to professional and personal satisfaction and fulfillment.

CEMRO aims for a future in which burnout, fatigue, and dissatisfaction among emergency physicians have decreased below specialist averages.

The Principles

  1. The ideal training situation in emergency medicine affords each trainee an established value system in order to maximize their satisfaction in both professional and personal interests.
  2. Emergency medicine trainees should have aspects of enhanced autonomy within their training beyond the scope of emergency medicine competencies.
  3. The role of emergency medicine trainee in their own education should expand beyond that of choosing electives from set collections and include alternative means of self-expression.
  4. The corporate practice of medicine is a reality largely unremovable from set courses. Physicians and other trainees in emergency medicine should prepare to the best of their ability to take the helm at this transition in order to ensure that the needs of the patient will remain of ultimate priority.

3.3 Powers

CEMRO shall have all the powers of a nonprofit unincorporated association organized not for pecuniary profit, as are now or shall hereafter be conferred by the statutes of the state of California. CEMRO shall not have capital stock and no money received by CEMRO shall inure to the pecuniary benefit of a member of the organization, or to those individuals with any connection to the organization, which would prevent CEMRO from being treated as a tax exempt association by the state of California. Actual expenses and compensation for services rendered to CEMRO may be paid to a member of the organization or to any other person who incurs an expense or renders a service.

3.4 Duration

The term of existence of CEMRO shall be perpetual, unless dissolved according to law.

Article IV: Membership and Privileges

4.1 Classes of Membership

There will be seven classes of membership: voting, attending, fellow, resident, Emeritus, allied health professional and student.

4.2 Full Voting Membership

Full voting membership requires holding a directorship or representative office in CEMRO. A voting member of the organization shall be entitled to vote for officers, representatives and directors.

4.3 Attending Membership

Attending membership requires members to be in good standing and have been certified in emergency medicine or pediatric emergency medicine by the American Board of Emergency Medicine, the American Osteopathic Board of Emergency Medicine, or the Royal College of Physicians and Surgeons of Canada and allowed their certification to lapse or did not pass their re-certification twice. Attending members shall have no right to vote.

4.4 Fellow Membership

A fellow-in-training member is limited to graduates from an Accreditation Council on Graduate Medical Education or American Osteopathic Association approved emergency medicine training program who are currently in a fellowship. Fellow-in-training members shall have no right to vote.

4.5 Resident Membership

A resident member must be a resident in emergency medicine at an accredited residency program. Resident members shall have a right to vote on offerings and services being considered for the market by CEMRO.

4.6 Emeritus Membership

Any Full Voting member who has maintained their position and membership for over 6 months is eligible to become an emeritus member. Members meeting these requirements who wish to change their membership status must specifically request in writing transfer to emeritus status. Emeritus members shall be entitled to vote or hold office in accordance with the current Board of Directors’ discretion.

4.7 Student Membership

A student member must be a medical student at an accredited medical or osteopathic program. Student members hold no right to vote unless holding a director or representative position.

4.8 Allied Health Professional Membership

Physician assistants must be currently training within an emergency department in the United States. Allied health professional members shall have no right to vote unless holding a director or representative position.

4.9 Membership Application

Each applicant for membership shall submit an application to CEMRO in such form as may be determined by the organization from time to time. CEMRO does not discriminate against or give preference to members based on race, color, religion, age, sex, national origin, handicap, ancestry, sexual orientation, or marital status.

4.10 Obligations of Members

By virtue of membership, each member of CEMRO agrees to be bound by these bylaws and all lawful rules and practices adopted by the board of directors of the organization.

4.11 Action on Behalf of CEMRO

Only the board of directors of the organization, representatives, and other authorized agents of CEMRO may represent policies or positions on behalf of the organization.

Article V: Resignation

Any Full Voting member (as described in 4.2) may withdraw from CEMRO after fulfilling all obligations to it by giving written notice of such intention to the executive director, which notice shall be presented to the board of directors or executive committee by the executive director at the first meeting after its receipt.

Article VI: Assessments

6.1 Dues

There are no dues for membership to CEMRO.

Article VII: Meetings

7.1 Special Meetings

Special meetings may be called by the Board of Directors at its discretion.

7.2 Voting

Any voting member may be represented in person or by proxy at any meeting, but each voting member shall be entitled to only one vote.

Article VIII: Officers and Board of Directors

8.1 Officers

The officers of CEMRO will consist of the full range of directors and representatives, including past executive directors. Among these officers lies the responsibilities for the day-to-day operations of CEMRO.

8.2 Board of Directors

The board of directors shall consist of CEMRO’s executive director, northern division director, southern division director, LA county division director, director of PA relations, director of education, marketing director, 2 medical school representatives and no more than four other directors. The board of directors is responsible for the direction of CEMRO and long-term planning. In the case of a tie, the executive director holds the right to make final decisions on voting matters.

8.3 Election Procedure

Any CEMRO member may nominate another member (including him or herself) for an open position on the board of directors. Open positions are made public on the CEMRO website. Nominations may be made any time during the recruitment window. Voting will be undertaken by electronic ballot: one vote per person, during Board of Director meetings. Each voting member shall have one vote for each open position of each open director position. Each open board position will be filled by the nominee receiving the most votes. An uncontested open position will be filled by the nominee regardless of the number of votes received for that position. Officers, representatives, and directors will take their posts at the conclusion of the meeting. No officer or board member may hold more than one position on the board at a time.

8.4 Terms of Office

The term of officers, representatives, and directors is not limited by calendar years.

8.5 Rules of Succession

Officers, representatives, and directors shall ideally hold office until a successor has been duly elected and takes office. In the event of a vacancy in the above due to death, resignation, or otherwise, the position shall be filled by appointment of the executive director and must be approved by the board of directors.

8.6 Meetings of the Board

Meetings of the board of directors shall be open to all voting members of CEMRO. A closed session may be called by the board for just cause, but all voting must be in open session by open ballot excluding unethical or criminal behavior, at discretion of the Boards of Directors. Special meetings of the board of directors may be called by or at the request of the executive committee, any four directors, or at the request of 20 percent of all of the voting members of the organization. Any member of CEMRO may submit any resolution or item for discussion and vote at any of the board meetings.

8.7 Quorum

At any meeting of the board of directors, a majority of the directors shall constitute a quorum for the transaction of business.

8.8 Resignation

A director or officer may resign at any time by giving written notice to the board or the executive director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

8.9 Presumption of Assent

A director of CEMRO who is present at a meeting of the board of directors at which action on any matter is taken shall be presumed to have assented to the action unless his or her dissent to such action is registered with the board before adjournment thereof or unless he or she shall forward such dissent by electronic mail to the executive director immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

8.10 Majority Action

Except as otherwise provided in these bylaws, every act or decision done or made by a majority of officers and directors present at any meeting duly held at which a quorum is present shall be the act of the board of directors. Voting may also be conducted by electronic mail.

8.11 Executive Director

The board of directors shall be led by an executive director. The executive director shall, under the direction of the board, perform duties as the title of the office ordinarily connotes. The executive director shall keep an accurate record of the minutes and transactions of the board, and shall serve as secretary to this body. The executive director shall supervise all other agents of CEMRO and have such other powers and duties as may be prescribed by the officers and directors.

8.12 Removal of an Officer, Representative, or Director

Any Officer, Representative, or Director may be removed from office by a vote passed by at least three-quarters of the entire board of directors, excluding executive director whose removal must additionally be approved by immediately past-executive director and/or founder of CEMRO. A recall requires a petition by one-third of the entire board of directors or ten percent of active membership. If an Officer, Representative, or Director misses three consecutive meetings of the board, the executive director may then, at their discretion, declare the position to be vacant.

Article IX: Accountability

9.1 Records

Minutes of the meetings of the board and books of account shall be open to inspection by any voting member of CEMRO.

Article X: Amendments to Bylaws

These bylaws may be amended, repealed or altered in whole or in part by a vote passed by at least two thirds of the entire board of directors or at least two-thirds of the voting members of CEMRO.

Article XI: Division

CEMRO may create and organize divisions according to geographical regions or such other criteria as the board of directors may determine from time to time to carry out such tasks and objectives as may be determined by the board of directors. The board of directors shall establish the conditions and terms of the operations and functions of any such divisions.

Article XII: Code of Ethics

All members shall comply with the CEMRO Ethics Policy and all other policies to which it refers.