ARTICLE I

Definition

The California Urological Association shall consist of urologists who reside in the State of California.

ARTICLE II

Membership

Section 1. Active Membership

Active membership in this Association shall be restricted to physicians specializing in the practice of urology.

(a) Qualifications

(1) A primary interest in the objectives and purposes of the Association.

(2) An active interest in civic and professional affairs at local and state levels.

(3) Reputation of high moral and professional integrity

(4) An unrestricted license to practice medicine in the state of California.

(5) Approval by the Membership Committee or Board of Directors.

(6) Or membership in the American College of Surgeons, or certified by the American Board of Urology, or approval by the Membership Committee and Board of Directors.

(b) Completion of an application for membership form supplied by the

Secretary which shall be submitted at least sixty (60) days prior to the Annual Meeting.

(c) Applicants who have fulfilled the above qualifications and requirements

shall be elected to Active Membership if they receive the affirmative votes of a majority of the Board of Directors present and voting.

(d) Each newly elected member of the Association shall be officially notified

of his election by the Secretary. He shall receive a copy of the Articles of Incorporation and By-Laws and a certificate of membership.

Section 2. Senior Membership

Senior membership may be conferred upon Active Members who retire from practice.

(a) Qualifications

(1) Retirement from the active practice of urology.

(2) Active membership in good standing at the time of retirement.

(b) Requirements

(1) Written request for change in membership status to the Secretary at least sixty (60) days prior to the Annual Meeting.

(c) Applicants who have fulfilled the above qualifications shall be elected to

Senior Membership if they receive the affirmative votes of a majority of the Board of Directors present and voting.

(d) When warranted in the consideration of specific applicants, the Board of

Directors may waive any specific qualification or requirement which it considers to be justified.

Section 3. Candidate Membership

Candidate Membership shall be restricted to physicians specializing in the practice of urology, or physicians in residency or fellowship programs or physicians whose application has not yet been completed or acted upon by the Membership Committee or the Board of Directors.

(a) Qualifications:

(1) A primary interest in the objectives and purpose of the

Association.

(2) Reputation of high moral and professional integrity.

(3) An unrestricted license to practice medicine in the state of

California.

(b) Candidate members shall pay dues except for candidate members in

residency or fellowship programs who shall be exempt from dues.

(c) Candidate members shall not have voting privileges.

ARTICLE III

Officers

Section 1. Officers

(a) The officers of the Association shall be President, President-Elect,

Immediate Past President, Secretary and Treasurer. These officers shall constitute the Executive Committee.

(b) All Officers shall hold office for two (2) years or until their successor has

been elected and qualified. The Officers shall assume their offices immediately before adjournment of the Annual Meeting at which they are elected.

(c) Vacancies which occur in any of the offices may be filled for the

unexpired term by a majority vote of the Board of Directors.

Section 2. President

(a) The President shall be the chief officer of this Association, serve as

Chairman of the Board of Directors and preside at all meetings of the Association.

(b) He shall appoint all committees prescribed in these By-Laws and be a member of each committee, ex officio.

(d) He may call special meetings of the Board of Directors.

Section 3. President-Elect

(a) The President-Elect shall preside in the absence of the President and shall

perform any duties concerned with the Association which are assigned to him by the President.

(b) In the event the President is unavailable to serve, the President-Elect shall

succeed to the office.

(c) He shall be a member of the Board of Directors.

(d) In the event the President is not renominated to succeed himself or

chooses not to run, the President-Elect shall ordinarily be nominated to succeed him.

Section 4. Past-President

(a) The Immediate Past-President shall be a member of the Board of

Directors and serve as Chairman of the Nominating Committee.

Section 5. Secretary

(a) The Secretary shall be a member of the Board of Directors.

(b) He shall conduct the official correspondence.

(c) He shall keep and up-to-date file on each member. He shall notify each

newly elected member of his election, send him a copy of the Articles of Incorporation and By-Laws and a certificate of membership.

(d) He shall notify members of the Board of Directors of the time and place

of regular meetings at least fifteen (15) days before the meeting and for special meetings at least fifteen (15) days before the meeting. If an emergency meeting does not permit fifteen (15) days notice, he will notify the Directors with as much advance warning as possible.

(e) He shall notify each member of the time and place of the Annual Meeting

at least thirty (30) days in advance and for special meetings, at least fifteen (15) days before the meeting.

(f) He shall, in consultation with the President, arrange an agenda for the

Board of Directors meetings and the Annual Business Meeting.

Section 6. Treasurer

(a) He shall collect all dues and monies due the Association, maintain proper

ledgers and records and be responsible for their safe keeping.

(b) He shall cause an audit of the Association books to be conducted when

requested by a certified public accountant.

(c) With the approval of the Board of Directors, he shall employ necessary

secretarial assistance.

(d) Expenses incurred be the Treasurer in the conduct of his office shall be

paid by the Association subject to approval by the Board of Directors.

Section 7. Board of Directors

(a) The Board of Directions shall consist of the Officers, President, President-

Elect, Immediate Past President, Secretary, Treasurer and regional representatives to be appointed by the President. Terms of Office - Non-officer Directors shall have a term of office of three (3) years. The Association's Delegate and Alternate-Delegate to the California Medical Association shall be ex-officio members without voting privileges.

(b) Responsibilities:

(1) Administer and manage the affairs of the Association.

(2) Receive reports from the Officers and from Standing and

Special Committees and make appropriate responses.

(3) Act upon all problems of membership and matters of discipline,

and ensure that all petitioners are given due process.

(4) Select the time and place for the annual meeting of the

Association.

(5) Fill all vacancies on the Board of Directors until the next annual

meeting unless otherwise specified in the By-Laws.

(6) Employ financial and/or legal counsel to advise the Board

when needed.

(c) The Board shall meet prior to the Annual Meeting. Special meetings

may be called by the President or at the request of a majority of the members of the Board. A quorum of the Board to transact business

shall be five (5) members.

ARTICLE IV

Committees and Representatives to Affiliated Organizations

A. STANDING COMMITTEES

(a) All Standing Committees, excepting the Audit and the Nominating

Committee, shall file a formal report of their activities at least annually and when appropriate make recommendations to the Board of Directors. These reports may be read at the annual meeting upon direction of the Board of Directors.

The Standing Committees shall be:

(1) Membership Committee

(2) Audit Committee

(3) By-Laws Committee

(4) Finance Committee

(5) Nominating Committee

(6) Government Relations Committee

(7) Interspecialty Committee

(8) Standards of Practice

(9) Public Information

(10) Fiscal Intermediaries

(11) Medical Liability

Section 1. Membership Committee

(a) The Membership Committee shall consist of one member from each of

the regional Urological societies in the state appointed by the President to serve for terms of three (3) years with appointments made as vacancies occur. Appointments shall be staggered to afford continuity. The President shall designate a chairman annually.

(b) The Membership Committee shall assist the Board of Directors in

reviewing applications for membership. It shall investigate as it deems appropriate applications for membership in any areas of the applicants professional and ethical status to assure requirements for membership are met. It may utilize any means necessary to meet this end, including, but not limited to, contacting other members, societies, associations, medical schools training programs, hospitals, boards or professional organizations.

(c) The Membership Committee shall report annually to the Board of

Directors.

Section 2. Audit Committee

(a) The Audit Committee shall consist of two Active members appointed by

the President for terms of one (1) year.

(b) The Audit Committee shall carefully examine the Treasurer's report and

the audit of the Association financial status. It shall present a written report of these examinations to the Membership at the Annual Business Meeting.

Section 3. By-Laws Committee

(a) The By-Laws Committee shall consist of three Active members ap-

pointed by the President for terms of three (3) years, with one member being appointed each year. The President shall designate a Chairman each year.

(b) The By-Laws Committee shall annually review the efficacy and

effectiveness of the Association By-Laws, study the various activities of the Association and recommend amendments when necessary or indicated for the good of the Association.

Section 4. Finance Committee

(a) The Executive Committee shall serve as the Finance Committee. The

President shall be the Chairman.

(b) The Committee shall study all financial matters of the Association,

including but not limited to receipts, expenditures, and investments and make appropriate recommendations to the Board.

(c) The Committee shall prepare annually a budget for the various activities

of the Association and submit it to the Board prior to the Annual Business Meeting. On the basis of the proposed budget the Committee shall make recommendations to the Board regarding dues for the following year.

(d) The Committee shall meet annually and as often as circumstances

warrant.

Section 5. Nominating Committee

(a) The Nominating Committee shall consist of the President, the two most

recent Past Presidents available, and two (2) members appointed by the President from the general membership. The most recent Past President shall be the Chairman.

(b) The Committee shall nominate a single candidate for each office. The

slate shall be presented to the membership for consideration at the Annual Business Meeting.

Section 6. Government Relations Committee

(a) The Government Relations Committee shall consist of one member from

each of the regional urological societies in the state appointed by the President to serve for terms of three (3) years with appointments being staggered to afford continuity. The President shall designate the chairman annually.

(b) The Government Relations Committee shall study and evaluate legis-

lation and proposed legislation, which could affect urological care or the practice of urology, in the State of California.

(c) This Committee shall develop appropriate liaison and support with

legislatures and government representatives.

(d) This Committee may employ whatever assistance is necessary to carry

out its functions.

(e) It shall maintain liaison with the Medical Liability Committee.

(f) It shall report annually to the Board of Directors

Section 7. Interspecialty Committee

(a) The Interspecialty Committee shall consist of one member from each of

the regional urological societies in the state appointed by the President to serve for terms of three (3) years with appointments being made as vacancies occur. Appointments shall be staggered to afford continuity. The President shall designate the chairman annually.

Section 8. Standards of Practice Committee

(a) The Standards of Practice Committee shall consist of one member from

each of the regional urological societies in the state appointed by the President to serve for terms of three (3) years with appointments being made as vacancies occur. Appointments shall be staggered to afford continuity. The President shall designate the chairman annually.

(b) The Standards of Practice Committee shall develop and maintain liaisons

with committees of other organizations involved in standards of care.

(c) The Committee shall keep abreast of new methods and modalities of

treatment in regards to the standards of practice of urology especially as it relates to quality, quantity, delivery and access to urological care for the people of California.

(d) The Committee shall report annually to the Board of Directors.

Section 9. Public Information Committee

(a) The Public information Committee shall consist of one member of each

of the regional urological societies in the state appointed by the President to serve for terms of three (3) years with appointments being made as vacancies occur. Appointments shall be staggered to afford continuity. The president shall designate a chairman annually.

(b) The Committee shall act in an advisory capacity to assist the Board of

Directors in responding to requests for information from the public or press. It shall assist the Board of Directors in formulating position statements regarding conventional, or new methods and modalities of urological care in regards to the appropriateness and/or efficacy of such treatments.

(c) The Committee shall report annually to the Board of Directors.

Section 10. Fiscal Intermediaries Committee

(a) The Fiscal Intermediaries Committee shall consist of one member from

each of the regional urological societies in the State appointed by the President to serve for terms of three (3) years with appointments being made as vacancies occur. The chairman shall designate a chairman annually. Appointments shall be staggered to afford continuity.

(b) The Committee shall assist the Board of Directors in responding to

requests on matters of third party payments by reviewing problems and rendering appropriate solutions.

(c) It shall assist the Board of Directors in determining appropriate guide-

lines for reimbursement of conventional and changing or new urological procedures and treatments.

(d) The Committee shall report annually to the Board of Directors

Section 11. Medical Liabilities Committee

(a) The Medical Liabilities Committee shall consist of one member from

each of the regional urological societies in the State appointed by the President to serve for terms of three (3) years with appointments being made as vacancies occur. Appointments shall be staggered to afford continuity. The President shall designate a Chairman annually.

(b) The Committee shall function in an advisory capacity to the Board of Directors regarding matters of medical liability. It shall study and make appropriate recommendations to the Board of Directors of all areas of medical liability; including but not limited to, liability coverage, arbitration and review and any related matters of importance to the association and people of California.

(c) It shall maintain liaison with the Government Relations Committee in

area of tort reform and medical liability.

(d) It shall compile and maintain a list of members who are willing to review

cases of possible or pending liability litigation.

(e) It shall report to the Board of Directors.

B. SPECIAL COMMITTEES

(a) Special Committees may be authorized by the Board of Directors to

perform specific duties or carry out assigned functions. These Committees shall report periodically and upon the completion of their assignments to the Board of Directors.

C. DELEGATE AND REPRESENTATIVES TO AFFILIATED

ORGANIZATIONS

Section 1. Terms of Office

(a) The terms of office of delegates or representatives to affiliated

organizations shall conform to the requirements of the affiliated organization.

Section 2. Alternate and Delegate Election

(a) If representation is by Delegate and Alternate Delegate, election will

be so arranged that the Alternate shall succeed the Delegate when he leaves office.

Section 3. The Procedures for Election of Delegates

(a) The procedures for election of delegates or representatives to affiliated

organizations shall conform to the same procedure as that of the election of officers of the California Urological Association.

Section 4. Delegates and Representatives Representation

(a) Delegates and representatives shall officially represent the California

Urological Association in the respective affiliated organization and shall endeavor to learn the desires and wishes of their constituents and to convert them into action in the affiliated organization.

(b) They shall seek opinions and suggestions from the members of the

Board of Directors and from the membership concerning relevant matters known or anticipated to be pending before the affiliated organization.

Section 5. Reporting

(a) A report of relevant items from such affiliated organization

representation shall be submitted to the Board of Directors whenever any action is taken which directly concerns the Association or its constituents, but at least annually prior to the Annual Meeting of the Association.

(b) An annual report also is to be given to the general membership at the

Annual Meeting.

ARTICLE V

Meetings

Section 1. Annual Meeting

(a) The Annual Meeting of the California Urological Association shall be

held during the annual meeting of the Western Section of the American Urological Association. A notice of this meeting shall be sent to each member at least thirty (30) days prior to the date of the meeting.

Section 2. Special Meetings

(a) A Special meeting may be called by the President, a majority of the

Board of Directors or upon written request of thirty (30) members. A special notice of such a meeting shall be sent to each member so as to be received at least fifteen (15) days prior to the date set, stating the nature of the business for which the meeting is called and containing the list of signatures requesting such a special meeting. Only business stated as the reason for the special meeting shall be transacted at special meetings.

Section 3. Quorum:

(a) At all regular and special meetings of the membership a Quorum shall

be five (5) percent of the active members in good standing.

Section 4. Order of Business at the Board of Directors Meetings:

(a) Approval of the Minutes of the previous meeting.

(b) Officer's Reports:

(1) President's Report

(2) Secretary's Report

(3) Treasurer's Report

(c) Standing Committee Reports:

(1) Audit Committee

(2) Finance Committee

(3) Bylaws Committee

(4) Government Relations Committee

(5) Interspecialty Committee

(6) Standards of Practice Committee

(7) Public Information Committee

(8) Fiscal Intermediaries Committee

(9) Medical Liability Committee

(10) Membership Committee

(11) Nominating Committee

(d) Election of new members

(e) Special Committee Reports

(f) Old Business

(g) New Business

(h) Adjournment

Section 5. Annual Meeting Order of Business

(a) Approval of the Minutes of the previous meeting.

(b) Welcome of New Members

(c) Officer 's Reports:

(1) President's Report

(2) Secretary's Report

(3) Treasurer's Report

(4) Board of Directors Reports

(d) Standing Committee Reports:

(1) Audit Committee

(2) Finance Committee

(3) By-Laws Committee

(4) Government Relations Committee

(5) Interspecialty Committee

(6) Standards of Practice Committee

(7) Public Information Committee

(8) Fiscal Intermediaries Committee

(9) Medical Liabilities- Committee

(10) Membership Committee

(e) Special Committee Reports

(f) Report of Delegates and Representatives to Affiliated Organizations

(g) Old Business

(h) New Business

(i) Nominating Committee Report

(j) Election of Officers

(k) Installation of Officers

The President, Vice-President, Secretary and Treasurer shall be

installed at the end of the Annual Business Meeting

(l) Adjournment

ARTICLE VI

Elections

1. The Annual Elections shall be at the Annual Business Meeting.

2. Only Active members in good standing shall be eligible for

nomination and election and for appointment to committees.

3. All officers shall be elected by voice vote if there are no nominees

other than those proposed by the Nominating Committee. When there are other nominations from the floor for any office, voting shall be by written ballot. The majority of the valid votes cast shall constitute an election.

4. Newly elected officers shall take office at the end of the meeting at

which they have been elected and shall serve until the end of the next Annual meeting or until their successors have been elected.

ARTICLE VII

Dues and Assessments

Section 1. Fiscal Year

The Fiscal year of the Association shall date from January first of each year.

Section 2. Annual Dues

(a) The Annual Dues shall be set each year by the Board of Directors

upon the recommendation of the Finance Committee.

(b) The Annual Dues are payable in advance of the commencement of

each fiscal year. Any member whose dues have not been received by February 1 shall be notified immediately in writing by registered mail with return receipt of his delinquency and impending removal from the membership roll. Any member whose dues have not been received by March 1 shall be removed from the membership roll and shall be reinstated only upon reapplication.

(c) Upon election to Senior Membership, the requirement for payment of

annual dues shall be waived. Senior Members shall continue to receive mailings of the Association and may attend meetings, but may not hold office.

(d) Candidate members and residents or fellows in training are exempt

from dues.

Section 3. Special Assessments: (see program)

(a) Special Assessments for specific reasons may be voted by the

members upon recommendation of the Board of Directors.

(b) A Special Assessment is payable within sixty (60) days following

notification of the members of such assessment. Any member whose assessment has not been received within that time shall be immediately notified of his delinquency and impending removal from the membership roll by registered mail with return receipt. Any member whose Special Assessment has not been received within an additional thirty (30) days or by the end of the fiscal year, whichever is shorter, shall be removed from the membership roll and shall be reinstated only upon reapplication.

ARTICLE VIII

Resignation and Reinstatement

1. A member in good standing may resign from the Association by

written notice. Such requests shall be approved by the Board of Directors.

2. A request for reinstatement following resignation or removal of a

member shall be sent to the Secretary. Such requests shall be considered by the Board of Directors.

ARTICLE IX

Discipline

Section 1. Discipline

(a) All matters of discipline concerning members shall be prescribed by the

Board of Directors.

Section 2. Complaints

(a) Complaints or charges against members shall be presented in writing and

may be initiated by any member of the Association.

Section 3. Complaint Procedure

(a) Upon the request of the Board of Directors the Secretary shall secure

statements in writing from the complainant and the member pertaining to the matter in question.

(b) The Secretary shall request the member to appear before the Board of

Directors during an official session to answer the charges brought against him. Such notification with the specific charges, shall be in writing at least fifteen (15) days prior to the date of the meeting and shall be sent by registered mail requiring a return acknowledgment of receipt of the notice.

(c) If the accused member wishes he may have the counsel of two other

members during the hearing.

(d) By a two-thirds vote the Board of Directors may reprimand, suspend

or expel any member of the Association for

(1) A violation of the Articles of Incorporation and By-Laws,

(2) Unethical professional conduct, or

(3) The conviction in a court of law of a statutory crime, as

defined by the code of ethics of the American Medical Association, or a crime evincing moral turpitude.

ARTICLE X

Amendments

The Board of Directors may initiate proposed amendments to the Constitution and By-Laws. The proposed amendment shall be printed in the notice of the Annual Meeting and be sent to the members at least thirty (30) days in advance of the meeting. An amendment shall be adopted if it receives an affirmative vote by two-thirds of the active members present and voting at the Annual Meeting.

ARTICLE XI

Seal of Corporation

The Seal of Corporation shall be inscribed thereon with the name of the Corporation, the date and the words: "Corporate Seal." Said seal may be altered at the pleasure of the Association and may be used by causing it, or a facsimile thereof, to be impressed or affixed or otherwise used.