ARTICLES OF INCORPORATION
The name of this non-profit corporation is: Rapides Medical Society Alliance, Inc.
Rapides Medical Society Alliance, Inc is a non-profit organization.
Purpose and Powers
The purpose of the organization is to serve as an Alliance to the Rapides Parish Medical Society. We work to extend the aims and programs of the medical profession to other organizations which seek advancement in health and education; to assist at State, District, and Parish meetings; and to promote greater understanding of the purpose and ideals of medicine.
This corporation shall have and enjoy all of the powers which may be possessed by a non-profit corporation, but subject to the limitations that the corporations shall not have or exercise any power which may not be vested in or exercised by a corporation qualifying under Section 501 of the Internal Revenue Code, as it may be hereafter amended from time to time.
This corporation shall enjoy perpetual existence.
Registered Office & Agent for Service of Process
Gregory S. Erwin: 709 Versailles Blvd., Alexandria, LA 71303
Basis of Organization
This corporation shall be organized on a non-stock basis. Membership in the corporation shall be determined in accordance with the by-laws of the corporation.
The officers of the corporation shall be elected as provided in the by-laws.
Membership and Dues
Section A. Membership
- The spouse of a physician who is eligible for membership in the Rapides Parish Medical Society shall be eligible for Regular membership and entitled to all privileges of the Alliance upon payment of dues.
- The spouse of a retired or deceased physician, who is/was eligible for membership in the Rapides Parish Medical Society, provided the widow/widower has not remarried outside the profession, shall be eligible, upon request, for Associate Membership and entitled to all privileges of the Alliance upon payment of annual dues.
- The spouse of an active or retired physician, widow or widower of a physician, who is/was eligible for membership in the Louisiana State Medical Society who lives in an area where there is no organized Alliance shall be eligible for Regular or Associate Membership, whichever applies, and entitled to all privileges of the Alliance upon payment of annual dues.
- The spouse of an LSU Family Practice Resident is eligible for membership in the Rapides Medical Society Alliance at one-half membership fees.
- The spouse of a physician who is employed by the a State or Federal institution and who is a member of the Rapides Parish Medical Society shall be eligible for Regular membership and entitled to all privileges of the Alliance upon payment of dues.
Section B. Dues
Annual dues are due at the first meeting of each fiscal year. Following notification by the Treasurer, unpaid dues shall be delinquent after October fifteenth (15) and the privileges of membership shall be forfeited. Reinstatement as a member is dependent upon payment of delinquent dues.
Section C. Fiscal Year
The fiscal year shall be from May 1st to April 30th inclusive.
Each member shall have one (1) vote in the affairs of the organization. Written proxies will be accepted provided they are file with the Secretary at the beginning of the meeting wherein the proxy will be used.
Board of Directors
The Board of Directors shall include the following officers of the organization: President, President-Elect, Vice President, Corresponding Secretary, Recording Secretary, Treasurer, Parliamentarian, and Chairman of the Standing and Special Committees. Each of these officers will automatically become Directors when they are elected at the yearly December meeting. Each Director shall serve for one year during the same time they hold office as one of the officers indicated herein. The Board of Directors is vested with the power to direct and administer the business of this corporation. All decisions by the board of Directors shall require a majority of the board members present.
The officers of this organization are as follows: President, President-Elect, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and Parliamentarian.
Section A. Qualifications
A member shall be eligible to hold office after having been a member of the Alliance for one (1) year.
Section B. Nominations
A slate of nominees for the officers of this alliance shall be represented by the Nominating Committee at the November meeting. Additional nominations from the floor may also be made at this meeting.
Section C. Elections
The officers of the Alliance shall be elected at the December meeting and installed at the annual meeting to serve for one (1) year.
Meetings of the Executive Committee shall be held at the call of the President.
Special meetings of the membership shall be held at the call of the President and three other Board Members.
One-fifth of the membership shall constitute a quorum at any regular or special meeting.
One-half the members of the Board of Directors shall constitute a quorum, four of whom shall be officers.
One-half of the members of the Executive Committee shall constitute a quorum.
The rules of parliamentary practice in Robert’s Rules of Order Newly Revised shall govern all proceedings of the Alliance, subject to any special rules which have been or may be adopted.
These by-laws may be amended at any regular meeting of the alliance by a two-thirds vote of the members present, provided such amendment has been recommended by the Board of Directors, and provided that the membership be notified of the proposed change at least ten (10) days prior to the meeting wherein the proposal is submitted for a vote.
This corporation shall have the power to indemnify and defend any person who was or is threatened to be made a party to any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by the corporation) by reason of the fact that a member is or was a director, officer of is or was serving at the request of the corporation as a director, officer or member in another corporation or entity against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by member in connection with such action if the member acted in good faith and in a manner the member reasonably believed to be in or not opposed to the best interests of the corporation and had no reason to believe the conduct was unlawful