NCMS Member Feedback Sought on Bylaws Updates

The Bylaws Modernization Task Force was appointed to revise the current NCMS bylaws to reflect a policymaking process within the NCMS that is more accessible and efficient. The revisions propose that component medical societies and NCMS members be able to bring issues to the Board of Directors for discussion and action on a timely basis, rather than waiting for the House of Delegates to meet annually. At the HOD’s direction, the Annual Meeting for the NCMS will be preserved, but policy decisions would be made by the Board, and the HOD would be dissolved.

With the goal of transparency, we are posting this proposal ahead of other HOD business in order to allow as much time as possible for our members to review the revisions and provide us with valuable feedback.

The files above are draft documents and subject to change. Check the NCMS Bulletin and website frequently for updates, prior to the October 23-24 Annual Meeting.

Your feedback may be posted in the comments section below and will immediately be routed to members of the Task Force and Constitution and Bylaws Committee. With your input, a final document will come before the HOD as a report from the Constitution and Bylaws Committee.

Help us get it right for our Society. Watch the NCMS website and the Bulletin for progress reports. We look forward to hearing from you.


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  • Dana Chambers

    With diminishing attendance at the Annual Meeting, the cost of such meetings, the advent of social media with online forums providing real-time discussions, and the need to be quickly responsive to physician concerns and legislative actions, I think this is a timely change in the way the NCMS functions and does business. Younger physicians are more time compressed with typically both spouses working, kids doing unprecedented numbers of after-school activities, and EMR systems being cumbersome, extending the work day. I don’t think we can expect improved attendance any time in the near future. Bringing the meetings to the various regions of the state will address the concerns of lack of interaction of the BOD with physicians. Having served on the Board in the past, I did not see anyone showing bias for his/her specialty, but rather making decisions based on the body of medicine as a whole. Our Board is a well-oiled machine thanks to the dedication of our servant physicians and to our amazing staff. Those with concerns about it being an elitist self-serving group will have every chance to share concerns, talk directly to the Board and certainly be welcome to attend meetings. Thank you for the discourse thus far!

  • Sandra Brown MD

    Although I understand the stated desire for more “real time responsiveness” to current issues, I have not noted that the NCMS is delayed in its actions because it is waiting for the deep annual ponderings of the HOD. I read the bulletins and it seems to have many irons in the fire in Raleigh and DC.

    I agree with an earlier comment that – as I read it – the NCMS would become the NC mini-AMA. The idea that these changes would bring physicians back into the fold with greater engagement because they could reach out “personally” is faintly ridiculous. The disengagement is due to the fact that physicians – especially young ones – are generally employed and see no value whatsoever to the NCMS. They would be better served by a union and would likely eagerly join.

    It is also difficult to imagine that busy physicians would attend monthly BOD meetings in person or remotely with a any great enthusiasm or effectiveness.

    I also find some interest but no great practical value to the various seminars and courses offered at the meeting because I cannot implement any changes in my own practice based on what I learn. I don’t see swapping out the HOD for educations sessions as a draw (unless you had an annual start-a-cash-practice symposium).

    It seems that the civil service is chafing under the burden of feeding and ignoring (while pretending to listen to) the elected representatives.

    **The most critical issue is that such bureaucratic seclusion risks creating an echo-chamber of like-minded, self-selected individuals who have eliminated any public forum where someone could lob an oddball idea into the air and have it discussed. This is the great failing of modern Western social discourse.

    If this goes through which it probably will, I predict organizational irrelevance to ordinary hard-working physicians in 10 years. Learn from the AMA before you disenfranchise the modest number who are committed enough to attend the HOD.

  • Jeff Runge

    The discussion in the on-line forum caused us to take a look at the bylaws amendment process. I made the statement that the bylaws can be changed more readily than the constitution, but the proposed language was obscure as to how the bylaws would be amended under the proposed system. The BOD is unanimous in its position that, under the proposed system, changes to the bylaws should be decided by the full membership by vote at the annual or special election. That section needed clarity and has been so rewritten in the version currently posted (as of 02 SEPT).

    This forum has been extremely helpful for surfacing issues, both substantive and of style, that need to be addressed before the Board’s submission to the HOD in October.

  • Palmer Edwards, MD

    Dr. Walker’s comments raise some important points. Trying to develop a “middle ground” is challenging, although Dr. Runge raises an interesting option of adding more definition of the BOD meeting at the Annual Meeting. I like the expectation that the BOD produce some substance as far as a report(s) to the members, as well as it being open, so that members hopefully can participate, provide feedback or raise new issues. This would hopefully be seen as an opportunity to feel enfranchised and offset the “power grab” concern some have mentioned.
    In the last few years when the Open Forum has been conducted, it has produced mixed results. In some years there’ve been a number of speakers raising a variety of issues, but in other years not much. Part of this could be the previous format where the HOD is over, and the BOD basically heard the concerns but didn’t necessarily provide detailed responses or accept the issue as one to be addressed. With the codification Dr. Runge describes this would make it “official” the BOD will present a report(s), but perhaps we need to clarify what we’d like or hope members will do in a new Open Forum.
    As to the concern that too much power will be in the control of a small number of BOD members, I expect that the new system will create the need for Task Forces on different topics to help the BOD fully understand some areas, and to generate ideas and suggestions. Task Forces could be representative of the broad House of Medicine but also with whatever appropriate specialities may be affected by a given topic. In theory, this is a better approach to utilize the the energy and collective wisdom of our members, rather than just debate topics at the HOD when delegates may/may not be expect in specific content areas, and delegates may not accurately reflect our heterogenous mix of members, as far as gender, age, practice type, location in the state, etc.

  • Richard Bruch

    The proposed changes to the NCMS Constitution and Bylaws are appropriate. During the last decade the House of Delegates has NOT been setting NCMS policy. The Board of Directors have been setting NCMS policy.

    Let’s have the Constitution and Bylaws in the proper format for the times.

  • Will Walker

    Having been at the annual meeting last year when this change in governance was presented, I very much appreciate the diligence and hard work which resulted in the recommendation. The idea that the NCMS should be more nimble and responsive is quite valid. I’m not sure the presented solution is the best. At the meeting last year, proponents of the change stated on multiple occasions that the NCMS is a business and should be run as such. However, I believe there is a middle ground between the current structure and a complete dissolution of the house of delegates. While the idea of providing access to all members to bring forward issues is attractive, the fact is that the board of directors will make the final decision. Even in large publicly held corporations, there is still an annual stockholders meeting to allow a forum and to vote on issues of import. This doesn’t keep the corporation from doing its business quickly and efficiently, but it does provide a check and balance to the board of directors. I think a similar model would be better for the NCMS than changing the annual meeting into yet another CME forum without meaningful input. While the argument is made that this will appeal to more physicians who will then join the NCMS, I’ve seen no real data or argument to support this. I’m concerned that this change will simply reinforce the opinions I’ve heard that organized medicine in the state does not really represent the interests of physicians (I don’t agree with this assessment), that the leadership of the NCMS is an insulated group of a very small number of physicians which perpetuates itself, and that we’ve failed to address the generational changes which have resulted in a decline in membership.

    I would encourage the membership to support the idea that we don’t have to go from our currently antiquated governance structure to a structure which purports to be a truly representative form of governance but which really provides no meaningful forum for the membership to gather and discuss in person. While I realize, I’m swimming upstream against the current of our leadership, I do not believe this change should occur as currently proposed.

    • Jeff Runge

      Will, I appreciate your thoughtful (per usual) comments. They reflect precisely the discussion the Task Force has been having about increasing member investment and commitment. The overarching question we grappled with is, “if the current system of governance is not working (House of Delegates is untimely, has resulted in no substantive policy changes in many years, disenfranchises all but the 200 delegates voting and is expensive to the membership), then what IS the right model? As you suggested, to govern ourselves with a BOD along the lines of a shareholder-owned company makes the most sense.

      You point out an important issue with respect to the “shareholder’s meeting” which we also discussed. Section B-5.401 requires the BOD to “Report its activities and recommendations to the annual meeting of The Society.” This is envisioned to be a the annual “BOD Open Forum” which has taken place at the end of the HOD for the last several years. However, there is currently no requirement in the bylaws other than a “report.” That can be fixed.

      In all other ways, the proposed governance works just like a shareholder owned company, WITH THE IMPORTANT EXCEPTION that EVERY NCMS BOD meeting is open to the entire membership, and members (with the endorsement of a component society, specialty, or section) are encouraged to bring policy issues to the board when they arise – not just at the annual meeting. Even shareholder-owned companies are limited to annual shareholder votes. Moreover, the BOD has undertaken a schedule to move its meetings around the state so that each region hosts an NCMS BOD meeting at least every two years. In 2015, the BOD had joint meetings with Regions 2 & 4 which were very well received.

      What you point out that seems to be missing is a bylaws requirement that there is a meeting of the BOD at the annual meeting — where members (shareholders) are encouraged to bring “meaningful input,” in your words, similar to an annual shareholder meeting. The Task Force believes the spirit of the requirement is already covered by having ALL the BOD meetings open with the mechanism to bring “resolutions” — or other meaningful input — to the board at any time, to be considered at the next meeting. But perhaps in the spirit of changing as little as possible, B-5.401(q) could be changed to “Hold a regular meeting at the Annual Meeting of the Society open to all members where its actions, activities and recommendations are reported.” That would codify the “shareholders meeting” concept in addition to all the other open meetings the Board has.

      Please feel free to suggest other language. We are trying to get it exactly right, with the caveat that the bylaws can be amended much more nimbly than the Constitution which takes two years. Not ratifying the constitution amendment this year will result in at least another two years of unresponsive and antiquated governance. We have plenty of time to sand off the rough edges of the bylaws, but we do need to get the principles exactly right — as you have nicely articulated.

  • Jeff Runge

    These comments are all appreciated, and certainly not unanticipated. The goal of the governance modernization is to create a structure that follows the needed function of the Society — to better serve ALL physicians in NC — and to increase member input from EVERY member. It is difficult to understand how giving every member the opportunity to bring issues directly to the board and giving the vote to every member of the Society, rather than to a poorly attended House of Delegates, is any any way disenfranchising. It is the opposite. The House itself came to that realization last year with the vote on the constitution. The bylaws are how the change will be implemented, and as they say, the devil is in the details. Comments would really be appreciated on the details of the bylaws changes so that the proposal that comes to the House of Delegates in October can reflect the collective wisdom of ALL the members. Even if not perfect, the bylaws can be changed more readily under the new proposed more nimble system when (not if) further amendments are needed.

  • Mike Utecht

    I am speaking in favor of this change. I think the greatest strength to this change lies in the fact that the membership will be more nimble in addressing important issues that face the house of medicine in a timely fashion rather than having to wait for a yearly HOD meeting. HOD participation has been on a steady decline especially the younger physicians. With the planned changes issues can be more proactively addressed and encourage participation. To be clear, there is no “power grab” here. The HOD has asked for this change. We all appreciate that “business as usual” is not good enough in todays rapidly changing landscape. We must be proactive and forward thinking to assure the success of all the house of medicine. I think this change clearly puts us on a solid foundation for continued success in the years to come.

  • Nathan McLamb, MS4

    What recourse do members of the society have with removal of members of the BOD? Would this be done through a referendum? I could see a potential area of abuse with the fact that the BOD can remove BOD members with a 2/3s vote and then fill those vacancies without membership input. B-5.102 seems to imply a vote is later made by the membership, but it seems to only mention the “office of president.” Am I interpreting this wrong?

    • Arthur Apolinario, MD, MPH

      Referendum is one way. Convincing the board is another based on the 2/3 vote. Vacancy is filled in consultation with the nominating and leadership development committee to fill the seat until the next general election where the general membership chooses the new board member, so this temporary board member does not fill the vacancy for the full term of that open seat, they fill only til election time. Only board members can run for president, so that is the implication of b5.105 that that person filling the temporary filled seat can qualify to run for office of the president with the short tenure.

    • Jeff Runge

      Nathan, DARN GOOD CATCH!! You spotted a copy and paste error in B-5.102 (it was meant to mimic B-3.702, but not THAT close!) We will remove “to the office of the president” in 5.102. You are also correct in that the membership can remove through a referendum. A board member can also be removed by a 2/3 vote of the board. If that happened, the language in B-5.102 addresses it explicitly:
      “If a board seat becomes vacant for any reason other than normal term succession, the Board of Directors shall consult with the Nominating and Leadership Development Committee and shall fill the vacancy within thirty days. In the event the vacant board seat is filled by the Board of Directors, the appointed member shall stand for election [“to the office of President” will be deleted] at the next general election.”
      So, you have the check and balance of the NLDC and the vote of the membership in the next election. Ultimately what prevents a rogue board member from bringing disrepute to the Society and membership is the election in the vetting by the NLDC and the right of 12,000 voters to elect or not.
      Let’s game this out for the “potential” worst case: under the old system, if a board member was involved in a crime or other issue of disrepute, and refused to resign, we could have that member on the BOD until the House of Delegates could be convened, and then only by 2/3 of the House. Under the old system, it is still the BOD that appoints the replacement until the House meets again for an election. Under the new system, action could be taken by the board with a 2/3 vote. The replacement continues to be appointed by the BOD, but now with NLDC consultation, and that person serves only if and until he/she is elected by the FULL membership at the next election.
      Thanks for the catch, and I hope this answers your question.

  • Peter Blomgren MD

    I agree with this change. I think it will facilitate bringing local issues to the board in a timely fashion. Communications on specific issues would be facilitated because of the smaller local groups involved in direct discussion with the Board. The annual meetings are simply too large to have meaningful give and take feedback, to include brainstoming, that could occur between smaller groups. For potentially controversial decisions representing a significant departure from previous policies and positions, there could remain the option of bringing it to a vote of the general membership online. If the Board demonstrated indifference to legitimate concerns of a significant portion of the state membership, perhaps an expedited referendum vote to replace the Board could be a structured option in place to prevent abuse with consolidation of power.

  • Alexander Lim

    Since the Board’s vote will be final in all decisions (that’s how I read the changes) will board members be held to will of the masses or will they be eligible to “paternalistically” pre-empt the will of the membership and “vote what’s best?” Despite all assurances, I expect the latter.

    Mea culpa on the board composition. The NCMB (not NCMS) has two guaranteed non-physician “providers,” passing judgment and policy on physicians by which they are not bound. But there is so much cross talk, it may not matter.

  • Sam Atkinson

    You might as well dissolve the HOD and save the expense of the HOD. You’ll need to as I see no reason to be a member it will make a miniature AMA. There will be no reason for membership. Why not give all power to the board of directors. As a fifty year member of organized medicine, I see this as a power grab.

  • Docia Hickey, MD

    Decentralization of decision-making is the point of this process, not centralization. County societies, component societies, and individual Members will have direct input in the Society’s decision-making. Members will not have to be a delegate or wait until the annual HOD to bring up issues. This enables members to bring up and respond quickly to pertinent issues, which will broaden the house of medicine, rather than restricting it to Delegates who meet only once per year. Over the past several years, less than 150 Delegates have participated in the Annual Meeting. Under this proposed structure, ALL members have the opportunity to participate in the process. Additionally, ALL NCMS Board members are Physicians.

  • william shipley

    I have by no means given this issue extensive study, but i would comment that on cursory review, I would have to agree with the other commentor that this would appear to further confine significant decision-making authority to a very few representatives of the society. If your specialty is not represented on the Board, then you are going to get significantly less representation than your do now with the House of Delegates. Please someone educate me if I am incorrect about this!

    • Docia Hickey, MD

      All NCMS members, specialty societies and county societies will have direct access and the ability to raise issues with the BOD. As Board members, we have a responsibility to represent the house of medicine, and not just our specialty interests. As President-elect, I look forward to the increased interaction with members of all specialties and practice settings that this proposed structure will provide.

      • Arthur Apolinario, MD, MPH

        As a Board member, although I am a Family Physician, I base my decisions on what’s best for the entire house of medicine. Not just my specialty. That sometimes puts me in precarious positions with my specialty, but I represent the entire profession for my district. And that’s the general slant and view for most Board members. I felt it was entirely important in the new bylaws to make sure the membership can remove board members by referendum and are still in charge of the selection process at election time, with assistance from the Nominating and Leadership Development committee. I see these new bylaws as truly putting my feet to the fire to the entire membership for the profession and our patients. My representation on the board will continue in this way, and I think giving all members input online will make sure the issues are teased out more thoroughly and also with the nimbleness to address them as they come up, not just once a year as today when we vote on them at the HOD level. The confinement of decisionmaking you speak of is more a reduction in the time and steps it takes to make the decisions. And if the membership as a whole feels we have gone in the wrong decisionmaking direction, the referendum is the way to address that on the fly as well. However if you have ideas on how to make this House of delegates “on the fly” work better, we need your input and engagement. Thanks for the reply so far. You’ve just proven this just may work 🙂

  • Terry McInnis

    I actually believe that the changes put more power in the hands of the membership by having all members vote and have the ability to nominate BOD candidates. The HOD meant if you were not in the HOD, you had little voice for governance. My specialty society still has the 2 structures and it has never been very efficient- I served in the HOD for ACOEM for several years. There are also other committees that members can serve on outside of the BOD. The only minor change that I would recommend is about the voting/non-voting categories. Not sure how you are reconciling the active medical license and administrative medicine, but some of us now belong in both categories. We need more docs that have practiced for years, then have gone into other roles, perhaps leadership within their own organizations to continue to be recognized as important voting members.

    • Docia Hickey, MD

      Thank you for your comments. The Administrative Medicine membership category is for Physicians in non-clinical, executive positions who do not maintain a NC medical license.

  • Alexander Lim

    “Bylaws Modernization” = “Consolidation of Power” by Raleigh and disenfranchisement of non-ACA and pro government-run-medicine cheerleader physicians. NCMS will be irrelevant to me once the power grab is complete and oligarchy (and its agenda) are established. Staying an NCMS member will suggest tacit approval of its initiatives such as further dilution of our once-upon-time physician society, whose policies written and approved by non-physicians board members will only bind physicians, No sour grapes–will vote with my feet and stick with my specialty society, and terminate NCMS membership for non-representation. Looking forward to AAPS NC chapter.

    • Docia Hickey, MD

      All positions on the NCMS Board of Directors are held by Physicians, of various specialties and practice settings.

  • Brian Forrest

    Further centralization of governance in the NCMS will lead to further disenfranchisement by members and will likely lead to decreased relevance of the organization. The current environment makes members feel disengaged and “ruled by the few” already. I have been an active member and participant in the NCMS and am disappointed with this recommendation. The house of medicine needs to stand together more than ever in our recent history and this will likely fragment us into squabbling specialty societies that work against each other rather than arm in arm. I would predict that with this move membership will drop sharply. I can anticipate several practices that I feel no longer will see the value in their membership.