Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 1 | THE EXECUTIVE COMMITTEE CONSISTS OF THE PRESIDENT, PRESIDENT-ELECT, IMMEDIATE PAST-PRESIDENT, SECRETARY AND TREASURER. THE EXECUTIVE COMMITTEE SHALL EXERCISE ALL POWERS AND AUTHORITY OF THE BOARD OF DIRECTORS EXCEPT AS EXPRESSLY PROVIDED BY THE BOARD AND PROVIDED THAT THE EXECUTIVE COMMITTEE SHALL NOT: (A) CREATE OR FILL VACANCIES IN THE BOARD OF DIRECTORS; (B) ADOPT, AMEND OR REPEAL ALL OR ANY PORTION OF THE BYLAWS; (C) AMEND OR REPEAL ANY RESOLUTION OF THE BOARD OF DIRECTORS THAT BY ITS TERMS IS AMENDABLE OR REPEALABLE ONLY BY THE BOARD OF DIRECTORS; (D) ACT CONCERNING MATTERS COMMITTED BY THE BYLAWS OR A RESOLUTION OF THE BOARD OF DIRECTORS EXCLUSIVELY TO ANOTHER COMMITTEE OF THE BOARD OF DIRECTORS; (E) SUBMIT TO THE MEMBERS OR PROVIDE FOR SUBMISSION TO THE MEMBERS, ANY ACTION REQUIRING APPROVAL OF MEMBERS; (F) ADOPT, AMEND OR REPEAL THE SOCIETY'S BUDGET; (G) TAKE ANY ACTION WITH RESPECT TO THE NOMINATION OR ELECTION PROCESSES; (H) MAKE APPOINTMENTS TO OTHER BOARDS OF DIRECTOR OR GROUPS; (I) REMOVE OFFICERS FROM OFFICE; (J) ESTABLISH, COMBINE OR DISSOLVE BRANCHES OR SECTIONS OF THE SOCIETY; (K) SELL OR LEASE REAL PROPERTY OF THE SOCIETY; AND (L) APPROVE THE EXECUTION OF ANY CONTRACT REQUIRING EXPENDITURES BY THE SOCIETY IN EXCESS OF SUCH AMOUNTS AS SHALL BE SET BY THE BOARD OF DIRECTORS FROM TIME TO TIME. |
| FORM 990, PART VI, SECTION A, LINE 4 | THE BYLAWS HAVE BEEN UPDATED AS FOLLOWS: (1) THE ORGANIZATION'S PURPOSE HAS BEEN UPDATED TO, "THE PURPOSES OF THE SOCIETY SHALL BE TO (A) MAINTAIN THE HIGHEST STANDARD OF MEDICAL CARE; (B) EFFECTIVELY ADVOCATE THE HIGHEST QUALITY CARE FOR THE RESIDENTS OF PHILADELPHIA; (C) PROMOTE AND MAINTAIN THE ETHICS AND DIGNITY OF THE MEDICAL PROFESSION; (D) ESTABLISH AND MAINTAIN A COLLEGIAL RELATIONSHIP BETWEEN THE MEDICAL PROFESSION AND OTHER HEALTH CARE PROFESSIONS; (E) INSURE AND PROTECT THE RIGHTS AND INTEREST OF PHYSICIANS; (F) PROMOTE THE HIGHEST STANDARDS OF MEDICAL EDUCATION AND KNOWLEDGE; AND (G) INTEGRATE THE ACTIVITIES OF THE SOCIETY WITH THOSE OF THE PENNSYLVANIA MEDICAL SOCIETY AND THE AMERICAN MEDICAL ASSOCIATION. THE SOCIETY SHALL BE INDEPENDENT OF BUT SHALL FUNCTION AS A COMPONENT SOCIETY OF THE PENNSYLVANIA MEDICAL SOCIETY." THE PREVIOUS MISSION WAS, "THE PURPOSES OF THIS SOCIETY SHALL BE TO UNITE WITH SIMILAR SOCIETIES OF OTHER COUNTIES TO FORM AND MAINTAIN THE PENNSYLVANIA MEDICAL SOCIETY AND, THROUGH IT, TO UNITE WITH SIMILAR STATE MEDICAL SOCIETIES TO FORM AND MAINTAIN THE AMERICAN MEDICAL ASSOCIATION; TO EXTEND MEDICAL KNOWLEDGE AND ADVANCE MEDICAL SCIENCE; TO ELEVATE AND MAINTAIN THE STANDARDS OF MEDICAL EDUCATION; TO UPHOLD THE ETHICS AND DIGNITY OF THE MEDICAL PROFESSION; TO INTEGRATE THE ACTIVITIES OF THIS SOCIETY WITH THOSE OF THE PENNSYLVANIA MEDICAL SOCIETY AND THE AMERICAN MEDICAL ASSOCIATION; TO ESTABLISH FRIENDLY INTERCOURSE AMONG PHYSICIANS AND WITH THE GENERAL PUBLIC, AND TO PROMOTE AND ENLIGHTEN PUBLIC OPINION WITH REGARD TO THE MANY IMPORTANT PROBLEMS OF PUBLIC HEALTH AND HYGIENE SO THAT THE PROFESSION SHALL BECOME MORE USEFUL TO THE PUBLIC IN THE PREVENTION AND MANAGEMENT OF DISEASE AND IN PROLONGING AND ADDING COMFORT TO LIFE." (2) THE CLASSES OF MEMBERSHIP WITH VOTING RIGHTS WERE UPDATED AS FOLLOWS: (A) ACTIVE MEMBERS: THE REQUIREMENT TO BE A CITIZEN OF THE UNITED STATES, OR HAVING OFFICIALLY FILED A DECLARATION TO BECOME A CITIZEN, HAS BEEN REMOVED. (B) EMERITUS MEMBERS: THIS CLASS OF MEMBER WAS PREVIOUSLY CALLED ASSOCIATE. PREVIOUSLY, MEMBERS WHO WERE NOT LESS THAN SIXTY-FIVE YEARS OF AGE WITH NO EARNED INCOME FROM AN ACTIVE PRACTICE OF MEDICINE QUALIFIED FOR THIS CLASS. CURRENTLY, EMERITUS MEMBERS MUST BE NOT LESS THAN SEVENTY YEARS OF AGE. (C) MEDICAL STUDENT MEMBERS: THIS CLASS OF MEMBERSHIP WAS ADDED. (D) LIFE MEMBERS: THIS CATEGORY OF MEMBERSHIP WAS ELIMINATED. (3) CHANGES WERE MADE AS FOLLOWS TO THE REQUIRED MEMBERS OF THE BOARD OF DIRECTORS: (A) THE VICE PRESIDENT, BRANCH DIRECTORS, AND CHAIR OF EACH STANDING COMMITTEE ARE NO LONGER REQUIRED MEMBERS. (B) TWO IMMEDIATE PAST-PRESIDENTS ARE REQUIRED; PREVIOUSLY, ONLY ONE IMMEDIATE PAST-PRESIDENT WAS REQUIRED. IF AN IMMEDIATE PAST-PRESIDENT IS UNABLE OR UNWILLING TO SERVE, THE EXECUTIVE COMMITTEE SHALL APPOINT ANOTHER PAST- PRESIDENT (OR, IF ANOTHER PAST-PRESIDENT IS UNAVAILABLE, ANOTHER MEMBER) FOR A TERM ENDING WITH THE TERM OF THE PRESIDENT; (C) THE FOLLOWING REQUIRED MEMBERS WERE ADDED, EACH APPOINTED FOR A TERM OF ONE YEAR, EXCEPT AS NOTED: (1) A REPRESENTATIVE OF THE YOUNG PHYSICIANS SECTION, CHOSEN BY THE YOUNG PHYSICIANS SECTION; (2) A REPRESENTATIVE OF THE RESIDENT PHYSICIANS SECTION, CHOSEN BY THE RESIDENT PHYSICIANS SECTION; (3) A REPRESENTATIVE OF THE INTERNATIONAL MEDICAL GRADUATES SECTION, CHOSEN BY THE INTERNATIONAL MEDICAL GRADUATES SECTION; (4) A REPRESENTATIVE OF THE MEDICAL STUDENTS SECTION, CHOSEN BY THE MEDICAL STUDENTS SECTION; (5) TWO PHYSICIANS CHOSEN BY THE EXECUTIVE COMMITTEE FROM NOMINATIONS OF MEMBERS (OR PHYSICIANS WHO ARE ELIGIBLE TO BECOME MEMBERS AND AGREE TO BECOME MEMBERS) MADE BY LOCAL MEDICAL SPECIALTY SOCIETIES; (6) TWO PHYSICIANS CHOSEN BY THE EXECUTIVE COMMITTEE FROM NOMINATIONS OF MEMBERS (OR PHYSICIANS WHO ARE ELIGIBLE TO BECOME MEMBERS AND AGREE TO BECOME MEMBERS) MADE BY LOCAL SURGICAL SPECIALTY SOCIETIES; AND, (7) ONE DIRECTOR APPOINTED BY THE PRESIDENT FOR A TERM ENDING WITH THE TERM OF THE PRESIDENT; PROVIDED THAT THE MEMBER APPOINTED BY THE PRESIDENT MAY BE A PHYSICIAN OR A NON-PHYSICIAN IN THE DISCRETION OF THE PRESIDENT. (4) A QUORUM FOR THE BOARD OF DIRECTORS IS NOW NINE, DECREASED FROM THIRTEEN. (5) THE OFFICER POSITION OF VICE PRESIDENT WAS ELIMINATED, AND THE OFFICER POSITION OF IMMEDIATE PAST-PRESIDENT WAS ADDED. THE IMMEDIATE PAST-PRESIDENT SHALL PERFORM THOSE DUTIES REQUESTED BY THE PRESIDENT OR BOARD OF DIRECTORS. THE PRIOR DUTIES OF THE VICE PRESIDENT WERE TRANSFERRED TO THE PRESIDENT-ELECT. (6) THESE SPECIFIC RIGHTS AND PRIVILEGES OF MEMBERSHIP WERE DEFINED: (A) VOTE FOR INCREASES IN DUES, EXCEPT FOR THE EXTENT SUCH AUTHORITY IS VESTED IN THE BOARD OF DIRECTORS; (B) VOTE FOR OFFICERS, MEMBERS OF THE BOARD OF DIRECTORS AND OTHER OFFICES AS MAY BE PROVIDED IN THE BYLAWS; (C) HOLD OFFICE; (D) AMEND THE BYLAWS; (E) TAKE ANY OTHER ACTION REQUIRED TO BE TAKEN BY MEMBERS. |
| FORM 990, PART VI, SECTION A, LINE 6 | PCMS HAS THREE CATEGORIES OF VOTING MEMBERS: (1) ACTIVE, (2) EMERITUS, AND (3) MEDICAL STUDENT. RIGHTS AND PRIVILEGES OF MEMBERSHIP ARE CONTINGENT ON BEING IN GOOD STANDING, WHICH INCLUDES BEING CONSIDERED CURRENT WITH ANY REQUIRED DUES. (1) ACTIVE MEMBERS SHALL BE: (A) A PHYSICIAN; (B) A RESIDENT OF PHILADELPHIA, PENNSYLVANIA, OR A PHYSICIAN WHO ENGAGES IN PROFESSIONAL ACTIVITIES IN PHILADELPHIA; AND, (C) AN ACTIVE MEMBER OF NO OTHER PENNSYLVANIA COUNTY MEDICAL SOCIETY. (2) EMERITUS MEMBERS SHALL BE (A) A PHYSICIAN WHO CHOOSES TO BECOME AN EMERITUS MEMBER AND WHO NOTIFIES THE SOCIETY OF THIS CHOICE, AND WHO: (B) IS SEVENTY YEARS OF AGE OR OVER, AND (C) HAS BEEN AN ACTIVE MEMBER OR SENIOR ACTIVE MEMBER (AS DEFINED IN PRIOR BYLAWS OF THE SOCIETY), A SERVICE MEMBER OF THE AMERICAN MEDICAL ASSOCIATION OR AN ACTIVE MEMBER OF A COMPONENT ASSOCIATION OF THE AMERICAN MEDICAL ASSOCIATION. AN EMERITUS MEMBER SHALL NOT BE REQUIRED TO PAY DUES TO THE SOCIETY OR TO MAINTAIN THE MEMBER'S LICENSE TO PRACTICE MEDICINE. (3) MEDICAL STUDENT MEMBERS SHALL BE A STUDENT ENROLLED IN A MEDICAL SCHOOL APPROVED BY THE ACCREDITATION COUNCIL ON GRADUATE MEDICAL EDUCATION OR THE AMERICAN OSTEOPATHIC ASSOCIATION. MEDICAL STUDENT MEMBERS ONLY HAVE THE RIGHT TO ELECT ONE MEMBER OF THE BOARD OF DIRECTORS AND TO ONLY BE ELECTED TO THE BOARD AS A REPRESENTATIVE OF THE MEDICAL STUDENTS SECTION. PCMS ALSO HAS TWO CLASSES OF NON-VOTING MEMBERS: AFFILIATE AND HONORARY. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE BOARD OF DIRECTORS AND OFFICERS ARE ELECTED BY THE VOTING MEMBERS OF PCMS. |
| FORM 990, PART VI, SECTION A, LINE 7B | AMENDMENTS TO THE BYLAWS MUST BE MADE AVAILABLE TO ALL MEMBERS FOR REVIEW AND MUST BE APPROVED BY TWO-THIRDS OF THE MEMBER VOTES CAST TO BECOME EFFECTIVE. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS PREPARED BY AN ACCOUNTING FIRM AND THEN REVIEWED BY THE BUDGET AND FINANCE COMMITTEE. A FINAL COPY OF THE FORM 990 IS MADE AVAILABLE TO ALL BOARD MEMBERS FOR THEIR REVIEW BEFORE THE RETURN IS FILED. |
| FORM 990, PART VI, SECTION B, LINE 12C | MEMBERS OF THE BOARD, OFFICERS AND IF APPLICABLE KEY EMPLOYEES ARE REQUIRED TO AT LEAST ANNUALLY EXPRESS IN WRITING COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY. THE POLICY REQUIRES PERIODIC REVIEWS AND THAT ANY POTENTIAL CONFLICT BE REPORTED TO THE BOARD OF DIRECTORS WHEN IT ARISES. THE BOARD MAKES THE DETERMINATION AS TO WHETHER A CONFLICT OF INTEREST EXISTS. IF A CONFLICT WERE TO ARISE, THE PERSON(S) IN CONFLICT WOULD AT MINIMUM ABSTAIN FROM THE FINAL DISCUSSION OR VOTE RELATED TO THE CONFLICTED MATTER. |
| FORM 990, PART VI, SECTION B, LINE 15A | COMPENSATION OF THE EXECUTIVE DIRECTOR WAS DETERMINED BY THE BOARD OF DIRECTORS AND THE DELIBERATION AND DECISION WERE TIMELY DOCUMENTED IN THE BOARD MINUTES. COMPARABILITY DATA IS A REQUIRED COMPONENT OF THE REVIEW PROCESS TO ENSURE COMPENSATION IS REASONABLE AS COMPARED TO LIKE POSITIONS AT SIMILAR ENTITIES. FORM 990, PART VI, SECTION B, LINE 15B: PCMS DOES NOT HAVE ANY OTHER COMPENSATED INDIVIDUALS THAT MEET THE INTERNAL REVENUE SERVICE DEFINITION OF OFFICER OR KEY EMPLOYEE. |
| FORM 990, PART VI, SECTION C, LINE 19 | PCMS MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
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