Morgagni Medical Society of New York
BY-LAWS
CHAPTER I
Membership
Article 1. Application for membership shall be made on a form authorized by Morgagni Medical Society, Inc. signed by the applicant and endorsed by two members of the Society in good standing. When the application form is properly completed it shall be forwarded to the Secretary or Chairman of the Membership Committee.
The Membership Committee Chairman shall promptly consider the application and advise the Council at its next regular meeting. On approval by the Council, the Secretary shall bill the applicant the dues as indicated for the current year.
Article 2. Each regular member of the Society, except as otherwise specifically provided in these By-Laws, shall be eligible for nomination, election or appointment to any office or official position in the Society, except trustee, and shall be entitled to cast one vote for the election of officers, and upon any question before the Society.
Article 3. A suitable Certificate of Membership shall be adopted by the Society.
Article 4. Application for Associate, Resident / Fellow and Student membership shall be made in the same manner as for Regular membership.
Article 5. A member desiring to resign from the Society shall submit his or her resignation in writing to the Secretary, who shall bring same before the Council for action at the first meeting after its receipt. Such resignation shall not terminate membership until it has been accepted by the Council, and upon such acceptance, the individual concerned ceases to be a member of Morgagni Medical Society, Inc.
Article 6. Any person who has been dropped from membership because of non-payment of dues or assessments, or has resigned from the Society, may apply to the Society for resumption of membership, provided the application is accompanied by payment of his or her indebtedness, if any. Such applicant may be readmitted to membership upon favorable action by the Council. The Council may refer such application to the Committee on Membership for consideration and report, before acting upon it.
Article 7. Members may be censured or removed from the Society because of failure to fulfill its requirements as outlined in its Constitution and By-Laws or by commission of unethical acts, or acts determined by the Council to be detrimental to the wellbeing of the Society
CHAPTER II
The President
Article 1. The President shall be elected for a term of two years. It shall be the duty of the President to preside at all meetings of the Society and of the Council.
Article 2. The President shall appoint members of all special committees.
Article 3. The President shall call special meetings of the Society at the written request of the majority of the Council or of 25 percent of the total number of active members of the Society. He shall call meetings of the Council at his discretion or at the request of four of its members.
Article 4. He shall enforce the laws of the Society and perform such other duties as shall pertain to the office of the President.
CHAPTER III
The Vice-President
Article 1. The Vice-President shall be elected for a term of two years. He or she shall perform the duties of the President in the absence of the President or on the President's request.
Article 2. Upon a vacancy in the office of the President, the Vice-President shall become President. A Vice-President pro tem shall then be chosen by the Council to serve until the following election.
CHAPTER IV
The Secretary / Treasurer
Article 1. The Secretary / Treasurer shall be elected for a term of two years. The Secretary / Treasurer shall perform the duties generally pertaining to that office, together with those prescribed by the laws of the State. He or she shall be responsible to the Council.
Article 2. The Secretary / Treasurer shall have charge of all current papers and archives and property of the Society. He or she shall make and keep on file correct minutes of the meeting of the Society and of the Council, and shall present a report of the transactions of the Council to the Society at stated and annual meetings. The Secretary / Treasurer shall keep a roster of the members together with such data regarding them, as may be of interest to the Society. The Secretary / Treasurer shall at conclusion of his / her term turn over all papers and archives from said term to the historian.
Article 3. If the Secretary / Treasurer be absent from any meeting of the Society or Council, the President shall appoint a temporary Secretary / Treasurer to serve at that particular meeting.
Article 4. In the event of vacancy in the office of Secretary / Treasurer, caused by illness, death or any emergency, a Secretary / Treasurer shall be appointed by the Council, to serve until the next election
Article 5. The Society shall reimburse the Secretary / Treasurer for necessary expenses such as, stationery, printing and postage.
Article 6. On or before September 1st of each year the Secretary / Treasurer shall mail (electronic or paper) to each member a bill for his dues and assessments as of that date for the ensuing year ending August 31st.
Article 7. The Secretary / Treasurer shall collect and receive all dues, and other funds, due the Society. He / she shall keep proper records. He / she shall deposit the funds of the Society in its name, as directed by the Council. The accounts and funds shall be audited annually by the Trustees.
Article 8. The Secretary / Treasurer shall have care and custody on all monies and securities belonging to Morgagni Medical Society, Inc., and shall be solely responsible for such monies and securities. He / she shall cause the funds of Morgagni Medical Society, Inc., to be deposited in a regular bank or Trust Company. He / she shall keep an account of all monies received and expended on behalf of Morgagni Medical Society, Inc., and render a written report and statement of account at the annual meeting of the membership and such other times that he / she may be called upon to do so by the President or the Council. He / she shall be, with the President, authorized to sign checks and drafts of Morgagni Medical Society, Inc.
CHAPTER V
The Council
Article 1. The Council shall meet regularly within the month preceding each annual and stated meeting of the Society and such other times as business may require. A majority of its voting membership shall constitute a quorum.
Article 2. The Order of business of meetings of the Council shall be as follows:
1. Call to order – President
2. Reading of minutes of last executive meeting – Secretary / Treasurer
3. Financial report of Secretary / Treasurer
4. Committee Reports
I. Standing Committees
a. Membership Committee
b. Program Committee
II. Special Committee (ad Hoc)
5. Correspondence – President
Secretary / Treasurer
6. Unfinished business
7. New Business
8. Adjournment
Article 3. A special meeting of the Council shall be called whenever the President deems it necessary or at the request of four of its members.
Article 4. The Council shall make necessary arrangements for the meeting of the Society.
Article 5. The Council shall direct the expenditure of any funds appropriated for any purpose. No officer, committee or member of the Society shall incur any expense chargeable against the Society without sanction of the Council.
Article 6. The Council through the Secretary / Treasurer, shall keep a record of the attendance of its members, and if any member of the Council is absent from three consecutive meetings without being excused by the President, the Secretary / Treasurer shall notify the council member in writing of their ineligibility to hold office for the coming year.
CHAPTER VI
Censorship by the Council
Article 1. The Council sitting as the Censorship Committee of the Society, shall take cognizance of, and shall have jurisdiction over, all charges preferred against a member, in writing, presented to the President or the Secretary / Treasurer.
The Council shall thereupon secure such evidence, and make such investigations as are necessary, including testimony in his own defense by the accused member, who shall have received from the Secretary written notice of the charges brought against said member, at least ten days before the date appointed by the Council, for the taking of the member’s testimony.
Article 2. On the evidence, the Council sitting as the Censorship Committee of the Society, may decide (a) to exonerate (b) to censure (c) to recommend removal.
Article 3. When charges are brought against a member of the Council, the accused person shall not act as a member of the Council, sitting as the Censorship Committee.
CHAPTER VII
Committee on Membership
Article 1. The Chairman of the Membership Committee shall be elected for 2 years, and be a voting member of the Council.
The committee on Membership shall meet at the discretion of the Chairman, as often as necessary for the consideration of applications for membership.
Article 2. Members of the Membership Committee shall be nominated/appointed from the regular members with approval from the Council. They shall serve on the committee for a term of two years and be reappointed without limitation of tenure. The number of committee members shall be at the discretion of the chairman and approved by the Council.
Article 3. The Committee on Membership shall investigate and report to the Council on all applications for membership.
Article 4. The Committee shall recommend to the Council for election, all candidates deemed worthy of admission.
Article 5. The Committee on Membership shall file with the Secretary / Treasurer of the Society, its reasons for unfavorable action upon any application for membership. This report is to be considered confidential, and is to be available only to the officers of the Society and to succeeding Committees on Membership.
Article 6. The Chairman of the Committee on Membership shall be responsible for maintaining and updating the function and accuracy of the official web page of the society. When necessary, the Council may authorize funding needed to outsource hosting, maintaining, and updating the webpage.
CHAPTER VIII
Program Committee
Article 1. The Chairman of the Program Committee shall be elected 2 years and be a voting member of the Council.
The Program Committee of the Society shall prepare and arrange the program for the meetings of the Society. It shall hold meetings as often as necessary for the performance of its duties.
Article 2. Members of the Program Committee shall be nominated/appointed from the regular members with approval from the Council. They shall serve on the committee for a term of two years and be reappointed without limitation of tenure. The number of committee members shall be at the discretion of the chairman and approved by the Council.
Article 3 The Chairman of the Program Committee shall be responsible for assuring a photographic recording of the events and make them available for general viewing by the membership, in a timely manner.
CHAPTER IX
The Trustees
Article 1. Only regular members of the Society who have been active on the Council shall be eligible for election to the office of Trustee. Trustees shall be elected for a period of 3 years. The period of tenure of concurrent Trustees shall be adjusted so that the term of no more than three trustees shall be completed in the same year.
Article 2. The trustees shall be composed of up to five voting members and up to five non-voting (ex-officio) members elected at the annual meeting of the Society as vacancies arise. Nominees for voting trustees must be drawn from those regular members who served as past presidents. Non-voting trustees are drawn from regular members with prior service on the Council.
CHAPTER X
Voting and Elections
Article 1. A member in arrears in payment of dues or assessments, or under suspension, shall not be eligible for election or appointment to any office, nor shall that member be entitled to vote for any officer or upon any matter whatsoever.
Article 2. No member of the Council who has been absent without satisfactory excuse from three consecutive meetings shall be eligible to hold any office for the ensuing year.
Article 3. Nominations for officers shall be made by the nominating committee composed of up to five voting trustees. The names presented by the nominating committee shall be printed on a ballot which shall be sent by the Secretary / Treasurer to each member of the Society at least 4 weeks before the date of the annual Spring meeting and emailed to each member’s last recorded email address according to the Society’s records. Any number of candidates for any office may be submitted by the nominating committee.
Article 4. At the annual meeting, the President shall call for nominations, if any, from the floor.
Article 5. In the event of death or withdrawal of all nominees for any titular office, nominations may be made at the annual meeting, before the elections.
Article 6. A majority of the votes cast for any office shall elect to that office.
Article 7. At all meetings of the Society voting shall be by voice except for the election of officers and directors. However, a ballot vote may be called on any specific question by a majority voice vote. (E)mail ballot or authorized proxy shall be counted if it is received by the Secretary / Treasurer by the date of the meeting, at which said ballot or proxy shall be voted. Paper ballots may be submitted in person, or withdrawn by the member in person at the time of the annual meeting.
CHAPTER XI
Annual (Spring) Meeting
Article 1. At the annual meeting, the order of business shall be as follows:
A. Executive Session
1. Call to order – President
2. Address of the President
3. Treasurer's report
4. Election of officers
Tally of Votes
5. Report of results of election
6. Address of incoming President (when applicable)
7. Adjournment
B. Scientific / Cultural Session
This session consists of addresses, lectures or other formats of interest to the MMS as arranged by the Program Committee.
CHAPTER XII
Stated Meetings
Article 1. At all stated meetings a majority of the active regular membership shall be considered a quorum for the transaction of business. The following shall be the order of business:
A. General Meeting (Non Business / Annual, Non Council)
1. President's Welcome Remarks
2. Presentation of New Members
3. Presentation of Guest of Honor
4. Presentation of Special Honoree (if applicable)
5. Presentation of Evenings Program
CHAPTER XIII
Dues and Assessments
Article 1. The dues and assessments of Morgagni Medical Society, Inc., shall be determined by the Council.
The Secretary / Treasurer shall bill the membership by September 1, the dues for the ensuing year. Dues shall be payable September 1, at which time assessments for the prior year shall also be due.
Members, who have attended meetings with dues or assessments unpaid by June 1, shall be deemed in arrears.
Article 2. Members in arrears are under suspension and shall enjoy none of the privileges of the society. Members, who have not paid their dues or assessments by June 30, shall cease to be an active member of the Society.
Article 3. Each member shall be entitled to invite one or more guests to public sessions (dinner and scientific / cultural programs) of the stated or annual meetings, provided such invitations do not restrict attendance of the active membership.
CHAPTER XIV
The Seal
The Seal of the Society shall be as follows: See Below
CHAPTER XV
Indemnification
Article 1. Morgagni Medical Society, Inc., may indemnify every director of the Council in such circumstances and to the fullest extent permitted by the laws of the State of New York, and Morgagni Medical Society, Inc., is authorized to purchase and maintain insurance for this.
CHAPTER XVI
Rules of Order and Procedure
Article 1. At all times the MMS shall follow applicable statutory and non-statutory rules and regulations of local, state and federal authorities. The conduct of business, when applicable, shall follow Robert's Rules of Order.
CHAPTER XVII
Amendments
Article 1. Amendments to these By-Laws, except such as are obligatory by New York State Law, can be made at annual meetings only.
Article 2. Such amendments shall be presented in writing at the stated meeting preceding the annual meeting and a copy of the proposed amendments must be sent to each member at least five days before the date upon which action is to be taken. A two-thirds vote of the members present and voting shall be necessary for their adoption.
Article 3. The By-Laws may be temporarily suspended by unanimous consent at any stated or annual meeting, but shall not be suspended at any special meeting.
Article 4. Amendments made obligatory by the law of the State of New York shall be considered as adopted and as part of these By-Laws.
CHAPTER XVIII
The Constitution and By-Laws, duly approved by Morgagni Medical Society of NY shall be, posted on the official Morgagni Medical Society website. Copies of the Constitution and By-Laws shall be available on request to all future members.
