III. Board of Directors

The Board of Directors (“Board” or Board of Directors”) shall consist of the President, President-elect, Immediate Past President (ex-officio officers), one Director from each District of CMS and one Director from each CMS Section that exists from time to time. The President, President-elect, and Immediate Past President have the right to vote on all matters that come before the Board.

1. The Board shall oversee and manage CMS and have charge over its property and financial affairs, and shall perform such other duties as set forth in the Colorado Revised Nonprofit Corporations Act and as provided in these Bylaws and CMS’s Articles of Incorporation.
2. The Board has the authority to establish or modify CMS policy and shall implement CMS policies except in those situations in which the overriding interests of CMS require immediate action inconsistent with but not reasonably foreseen by such policies.
3. The Board of Directors shall have the authority to create and abolish committees.
4. To accomplish the oversight and management functions assigned to it, the Board shall employ personnel and accepted organizational techniques, including but not limited to:
   1. Executive Staff. The Board shall direct Administrative Staff, through the chief executive officer, in accomplishing the activities, goals and objectives of the Colorado Medical Society.
   2. Chief Executive Officer. The chief executive officer is directly responsible to the Colorado Medical Society Board of Directors. The chief executive officer has the responsibility and authority to administer the business operations of the Colorado Medical Society and related or affiliated organizations and to coordinate the activities and functions of the Colorado Medical Society and all affiliated organizations. The chief executive officer shall see that an annual audit is conducted by an approved certified public accountant, whose report shall be submitted to the Board of Directors. The chief executive officer and other appropriate staff shall be bonded at the expense of CMS in such a manner as the Board of Directors may require. The Board shall annually provide a performance review to the chief executive officer.
   3. General Counsel. The Colorado Medical Society through the action of the Board shall retain or employ an attorney who is admitted to practice law in the state of Colorado, for such term or indefinite period of time as the Board considers wise, to represent and to advise the Colorado Medical Society on legal affairs.
   4. Council and Committee Activities. The Board shall transmit to the member Councils and Committees policy actions; to determine Colorado Medical Society policy and so inform the membership, Councils and Committees; reports or recommendations for action from Councils, Committees or the membership shall be transmitted to the Board.

Each District and Section may appoint one of its members to serve on the CMS Board in accordance with the procedures set forth in such District’s or Section’s bylaws or internal policies, and based upon certain required Director competencies established and periodically reviewed by the CMS Board or a committee thereof. No person may be nominated for or elected to the office of Director unless the person is a member of one of the Component Societies in the applicable District or Section or an at-large member from that District and a CMS member in good standing.

Except for Directors appointed by Sections and District IV (Medical Student Component), each Director shall serve for three-year terms, provided that the terms shall be adjusted and arranged so that as nearly as possible one-third shall expire every year. Directors may serve up to two three-year terms of full continuous service. Directors appointed by Sections shall serve one-year terms and may serve up to six terms of full continuous service, depending on the Section’s Bylaws. Directors appointed by District IV (Medical Student Component) shall serve for six-month terms and may serve up to two six-month terms of full continuous service.

A Director may be removed from office at any time with or without cause by the affirmative vote of two-thirds of the entire Board of Directors (excluding the Director in question) or by the Section or District which appointed such Director.

Whenever a vacancy occurs on the Board of Directors (other than an Ex Officio Director vacancy) by reason of death, resignation, incapacity, removal or otherwise, such vacancy shall be filled by Section or District which appointed the Director who caused such vacancy.

The President shall serve as Chair of the Board.

There shall be an Executive Committee of the Board of Directors composed of the President, President-elect, Immediate Past President, Treasurer and four members of the Board of Directors to be selected by the President. The chief executive officer shall serve ex officio without vote on the Executive Committee and on the Board of Directors. The Executive Committee shall act for the Board in emergency or in other unusual situations between meetings of the Board, and shall report all its actions in full at the next regular meeting of the Board, for review and appropriate action by the Board.

The President and President-elect annually should review whether Councils and Committees should be continued and/or charges amended and submit recommendations to the Board of Directors for decision.

1. A Certificate of Service shall be awarded to each President of the Colorado Medical Society as he/she retires from office. Additional Certificates of Service may be awarded by vote of the Board of Directors to other persons whose outstanding contribution to the mission and purposes of CMS entitle them to distinguished recognition.
2. Each proposal to the Board of Directors from the membership regarding a potential recipient for a Certificate of Service shall include justification for the award.