ARTICLE V. COUNCIL

SECTION A – COMPOSITION

The Council shall be composed of the president, president-elect, vice-president, immediate past-president, secretary, assistant secretary, treasurer, assistant treasurer, speaker, vice-speaker, chairman of the Board of Trustees and 16 councilors elected by the House of Delegates.

The trustees, the executive vice-president, the deputy executive vice-president, and the general counsel of the Medical Society of the State of New York shall attend all meetings of the Council with voice but without vote. The councilor from the young physician section shall attend all meetings of the Council with voice and with vote. The councilor from the resident and fellow section shall attend all meetings of the Council with voice and with vote. The councilor from the medical student section shall attend all meetings of the Council with voice and with vote. The councilor from the organized medical staff section shall attend all meetings of the Council with voice and vote.

Four councilors shall be elected annually by the House of Delegates, each for a term of three years. Four councilors, one representing the young physicians’ section, one representing the organized medical staff section, and one representing the IMG Section and one representing the Minority Affairs Section shall be elected every third year by the House of Delegates for a term of three years. Two councilors, one councilor representing the medical student section and one councilor representing the resident and fellow section to the Medical Society of the State of New York, shall be elected every year by the House of Delegates, each for a term of one year. Article V, Section A, paragraph 4 is not applicable to the term of office of a resident or student councilor. In the event of a vacancy, a Councilor shall be elected by the Council to serve until the next meeting of the House of Delegates, at which time the House of Delegates shall elect a councilor to fill the unexpired term.

No person shall serve, consecutively, more than two terms as councilor. An unexpired term shall not be construed as a term of office.

The councilors shall assume office on election and shall hold office until their successors are duly elected and qualified.

Except for the councilor representing the medical student section, the councilor representing the resident and fellow section, the councilor representing the young physicians section and the councilor representing the Organized Medical Staff Section, the councilor representing the IMG section, and the councilor representing the Minority Affairs Section, Councilors shall be assigned to specific county societies as liaison for the Council in accordance with the provisions of Article VI, Section B, paragraph 8. Councilors shall be required to disseminate information of Council activity as well as returning information to the Council, and shall report regularly to the Council on their activity. The councilor representing the young physicians section must be a young physician member of the Medical Society of the State of New York and must have completed residency training and be under the age of 40, or regardless of age, have completed residency training within the past eight years, at the beginning of his/her term as councilor. The councilor representing the medical student section must be a student member of the Medical Society of the State of New York; the councilor representing the resident and fellow section must be a resident member of the Medical Society of the State of New York.

A councilor shall work or maintain a residence or an office in the State of New York. Otherwise, his position in the Medical Society of the State of New York shall be declared vacant by the Council.

If a councilor is absent from three consecutive regular meetings of the Council without proper excuse, the Council shall declare his position vacant and elect a successor for the unexpired term.

SECTION B – DUTIES

The Council shall take such action as is necessary to carry out the Bylaws and to give full effect to any resolution or vote of the House of Delegates.

The Council shall also have power to legislate as a House of Delegates, when the latter is not in session, on all matters consistent with the Bylaws.

The Council shall have the authority to make policy for the Medical Society of the State of New York when the House of Delegates is not in session.

The Council’s resolutions and actions shall be decisive and final except that all resolutions and actions of the Council are subject to review by the House of Delegates.  Its actions shall be governed by the Bylaws of the Medical Society of the State of New York and the rules and regulations of the House of Delegates.

The Council shall have the authority to vote all funds of the Society subject to the approval of the Board of Trustees.

The Council shall have power to fill any vacancy which may occur in any elective office not otherwise provided for, until the next meeting of the House of Delegates.

The Council shall, by written notice, inform the component county medical societies of the specific Councilor assigned to it as liaison with the Council.

The Council shall prepare an annual budget for submission to the Board of Trustees.

In anticipation of a vacancy for the position of the Executive Vice-President, the Council shall approve a search committee for the recruitment and screening of applicants for that position. The search committee shall consist of seven members of the House of Delegates at the most recent annual meeting of the Society, two of whom are appointed by the President, two of whom are appointed by the Chair of the Board of Trustees, and three of whom are appointed by the Speaker of the House of Delegates.  The search committee will consider all applicants and present the most qualified applicant, or applicants, to the Council for selection, contingent upon negotiation of a satisfactory contract by the selectee with the Board of Trustees.  No individual who accepts an appointment to the search committee may be selected Executive Vice-President during that particular cycle, i.e. until the position is filled and subsequently vacated.

The Council shall act on the applications for life membership which have been submitted by the component county medical societies.  A majority vote of the Council present and voting shall be necessary for election to life membership.

The Council shall have responsibility for all publications of the Medical Society of the State of New York and their distribution.  For the purpose of required announcements, the official publication of the State Society shall be the News of New York.

The Council, with the aid of the general counsel of the Medical Society of the State of New York, shall examine the constitution and bylaws of component county medical societies and district branches and/or all amendments thereto which shall be submitted to the Council for approval and shall approve or disapprove of said amendments.

The Council shall supervise all commissions, committees, and activities of the Medical Society of the State of New York.  Special committees shall report to the Council and shall be subject to the Council unless otherwise instructed by the House of Delegates.

The Council shall also keep constantly advised of the activities of and collaborate with the health and social service departments of the State and with hospitals, clinics, and social service agencies in furthering the health of the community.

Commissions and committees of the Council may include any member of the Medical Society of the State of New York who shall be appointed by the president subject to the approval of the Council.

The Council shall control all arrangements for the annual meeting of the Medical Society of the State of New York.

SECTION C – TRIALS FOR MALFEASANCE

The Council shall sit as a trial body for hearings on charges of malfeasance and/or nonfeasance. The Council may also sit as a trial body for hearings in cases where charges of malfeasance or nonfeasance were issued by a regulatory body and settled by the physician.

Charges of malfeasance or nonfeasance proffered by a member against an officer, councilor, trustee, or member of a board, commission, or committee of the Medical Society of the State of New York shall be transmitted to the president in writing. The president shall order a trial on said charges by the Council, or a committee thereof.

Charges of malfeasance or nonfeasance proffered by a member against the president shall be transmitted in writing to the secretary of the Medical Society of the State of New York and shall be considered by the Council with the vice-president presiding.

The accused shall be given at least ten days’ notice of such trial and of the charges against him and shall have full opportunity to defend himself, but no such officer, councilor, trustee, or member of a board, commission, or committee shall be removed or otherwise disciplined except by a three-fourths vote of the Council.

In case any such officer, councilor, trustee, or member of a board, commission, or committee shall be removed, any such officer, councilor, trustee or member of a board, commission or committee may appeal from the decision of the said Council to the House of Delegates; but, pending the determination of such appeal, such officer, councilor, trustee or member of a board, commission or committee shall not exercise the functions of his office.

SECTION D – EXECUTIVE COMMITTEE

The Council shall establish an executive committee to be composed of the president, the vice-president, the president-elect, the immediate past-president, the secretary, the treasurer, the speaker, the chairman of the Board of Trustees, and two additional members of the Council appointed by the president with the approval of the Council.

This committee shall be appointed by the president and shall serve only during the tenure of the president.

The executive committee shall have the authority to take action in case of emergency arising in the interim between the meetings of the Council to protect the interests and purposes of the Medical Society of the State of New York as set forth in these Bylaws. In times of such emergency, the executive committee shall have all the powers and duties which are conferred on the Council, and it shall at all times assist the Council. Any action taken by the executive committee shall be reported in full to the Council at its next meeting.

SECTION E – MEETINGS

The newly elected Council shall meet at the close of the annual meeting of the House of Delegates.  The Council and Executive Committee shall meet at regular intervals at times and places that shall be fixed by the president with the approval of the Council.  Twenty-five percent of the members of the Council in writing may require the president to call a special meeting for such time and place as he shall designate, to be held within ten days of his receipt of such notice.

The notices of the regular meetings of the Council shall state the date, place, hour, and shall be by direct communication to each member not less than ten nor more than fifty days before a meeting.

The affidavit of mailing by the secretary of the Medical Society of the State of New York to the last recorded address or email of the Council member shall be deemed sufficient proof of the service on each and every Council member for any and all purposes.

Council members must receive at least three days’ notice by direct communication from the State Society’s office of a special meeting, which shall state the date, place, hour, and items of business that will be considered.

A quorum shall consist of 14 members of the Council.

The following shall be the order of business at meetings of the Council, which may be altered by the President with the consent of the Council:

1. Calling the meeting to order
2. Roll call
3. Reading of minutes
4. Communications
5. Report of the Executive Committee
6. Report of the president
7. Report of the secretary
8. Report of the treasurer
9. Report of the chairman of the Board of Trustees
10. Reports of councilors
11. Report of the executive vice-president
12. Reports of commissions and committees
13. Unfinished business
14. New business
15. Adjournment

Any one or more members of the Council, the Board of Trustees or any committee of the House of Delegates, the Council or the Board of Trustees may participate in a meeting of such Council, Board of Trustees or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at the meeting.

Meetings may be held by electronic means or media. In order for the Council to meet by means of a conference telephone, the president of the Medical Society of the State of New York must call such meeting.  In order for the Board of Trustees or any committee to meet by means of a conference telephone, the chairman of the respective Board or committee must request such meeting by conference telephone and such request must be approved by the president of the Medical Society of the State of New York.

The quorum required for a meeting by means of a conference telephone shall be the same quorum that the body would be required to have in a regular meeting of such body.  Any action taken by conference telephone must be reported to the Council at its next regularly scheduled meeting.

SECTION F – COUNCIL COMMISSIONS AND COMMITTEES

1.  Organization

Committees of the Council are grouped by the related nature of their purposes and functions.  A commission is composed of the chairpersons of all committees within such a group.

Subject to the approval of the Council, the president shall appoint the chairpersons and members of all of its committees and the chairpersons of the commissions.

Any member of the Medical Society of the State of New York is eligible for membership on committees and commissions of the Council.

All chairpersons of such commissions and committees shall have the right to present their reports in person to the Council and to engage in the discussion of such reports.  Members of such commissions and committees shall have the privilege of presenting minority reports, and both the majority and minority reports shall be published.

Any ex-officio member of a committee who enjoys that status by being a duly elected officer of the Medical Society of the State of New York shall have all the rights, responsibilities, and duties of any other member of the committee.

2.  Nominating Committee

The Nominating Committee shall be appointed by the president from a list of not less than three nor more than five names submitted by the respective district branches, in conformity with Article VI, Section B, paragraph 3.  It shall consist of 11 members, 1 from each district branch and 2 members at large.

In the event that a member of the Nominating Committee who has been selected as the representative of a particular district branch (or an alternate) shall be unable to attend the meeting of this committee, the president shall appoint an at large member from the district branch whose representative is absent, to represent the interests of that district on the Nominating Committee.  It shall be the duty of this committee to propose and nominate members of the Medical Society of the State of New York for all vacancies to be filled at the ensuing annual meeting of the House of Delegates.  These recommendations shall be made to the House of Delegates in the same manner as prescribed in Article IV, Section D, paragraph 2.