CONSTITUTION AND BY-LAWS* CONSTITUTION ARTICLE I—NAME This Society shall be known as the AMERICAN CLINICAL AND CLIMATOLOGICAL ASSOCIATION.

ARTICLE II—MISSION The American Clinical and Climatological Association was organized in 1884 by a group of physicians and scientists who set about to improve medical education, research and practice in this country. Its initial concern was with tuberculosis and its treatment by residence in a suitable climate. Throughout its long history, the Association has expanded its interests to all scientific and clinical aspects of medicine and its specialties as well as epidemiology, preventive and environmental medicine, while retaining a continuing interest in the influence of global climate changes on health and disease. Its membership comprises outstanding physicians selected on the basis of their leadership, their excellence in their chosen field, their demonstrated high level of integrity and professionalism, and their yearning to nurture a spirit of warmth, diversity and friendship. The annual meeting of the Association provides an opportunity for presentation and critical discussion of the most recent progress in research, practice and teaching. It is devoted to the scientific understanding and to the compassionate care of human disease. The meeting also serves to reaffirm the values and the principles of the Association.

ARTICLE III—OBJECT Section 1. The American Clinical and Climatological Association is organized exclusively for educational and scientific purposes, including, for such purposes as the making of distributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law). Section 2. No part of the activities of the American Clinical and Climatological Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the American Clin* As amended in 1925, 1929, 1932, 1933, 1934, 1935, 1947, 1951, 1959, 1961, 1966, 1968, 1971, 1981, 1982, 1985, 1999, 2001, 2002, 2007, 2009, 2010, and 2013.

xlviii

CONSTITUTION AND BY-LAWS

xlix

ical and Climatological Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Section 3. Notwithstanding any other provision of these articles, the American Clinical and Climatological Association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by an organization contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law).

ARTICLE IV—MEMBERSHIP Section 1. This Association shall consist of honorary, emeritus, active and provisional members. The number of active and provisional members shall not exceed 250. Section 2. The names of new candidates for active membership, each endorsed by three active or emeritus members of the Association, shall be sent to the Secretary within eight months after the Annual Meeting. The Secretary shall list their names, make a summary of the candidates’ qualifications, and mail the list and summary to each member with the request that comments concerning the candidates be returned to the Secretary for presentation to the Council. The Council will then act upon these at its meeting to be held the day before the first scientific session. The names of those elected by the Council shall be presented to the membership by the Secretary as provisional members at the business meeting. In order to become active members, provisional members must submit a paper, acceptable to the President, for presentation at the annual meeting within two years of election. They must also submit an original manuscript, derived from that presentation, to the Recorder for publication in the Transactions. Provisional membership may not extend beyond two years. Section 3. The names of candidates for honorary membership shall be sent by either active or emeritus members to the Secretary not later than 6 months after the annual meeting. The Secretary shall submit these names to the Membership Committee for consideration. The names of meritorious candidates will be given to the Council which shall vote regarding their election at the Council meeting before the annual meeting. Section 4. Emeritus Status: a) An active member in good standing will be advanced to emeritus membership upon satisfying two criteria:

l

CONSTITUTION AND BY-LAWS

i) Participating for seven (7) years as an active member, and ii) Reaching the age of 70 years. b) Under special circumstances, such as prolonged illness, removal to a far country, retirement from professional activities or financial distress, the Council may, upon request, transfer any active member to emeritus membership at any time. An emeritus member shall have all the rights and privileges of an active member including eligibility to hold office, but shall not be subject to payment of dues or to the penalties noted in Article IV, Section 5. Section 5. Any active or provisional member of the Association absent from the meetings, in person, for three consecutive years or in arrears on payment of dues for two years, or failing to present and submit a provisional member manuscript, without sufficient cause, shall be dropped from the list of members by recommendation of the Council.

ARTICLE V—OFFICERS Section 1. The officers of this Association shall consist of a President, a President-Elect, a Vice President, a Secretary-Treasurer, and a Recorder, who with eight other members, shall constitute the Council of the Association. Section 2. Nominations. The officers and Council members shall be nominated by a Nominating Committee of at least five members, which committee shall be appointed by the President and notified to the members of the Association in the February letter. The report of the Nominating Committee will be given at the first business meeting with the advice and consent of Council. Section 3. Elections. The election of officers and Council members shall take place at the business meeting. A majority of votes cast shall constitute an election. Section 4. The President, President-Elect, Vice President, Secretary-Treasurer and Recorder shall enter upon their duties at the close of the annual meeting at which they are elected, and shall hold office until the close of the next annual meeting or until their successors are elected. The President, President-Elect and Vice President will serve for one year whereas the Secretary-Treasurer and Recorder may be re-elected for several consecutive one-year terms. The President-Elect shall become President at the close of the next annual meeting. Section 5. Members of the Council, other than the officers, shall hold office for four years, two members being elected at each annual meeting, one of whom shall be the immediate past president.

CONSTITUTION AND BY-LAWS

li

Section 6. Vacancies. Any vacancy occurring among the officers of the Association during the year may be filled by the Council.

ARTICLE VI—DUTIES OF OFFICERS Section 1. President, President-elect, and Vice President. The President shall be ex officio Chair of the Council. The President shall be responsible for the program: for the number, the selection, and the arrangement of formal papers, and for any informal meetings or round table discussions. The President shall invite the speakers and may invite guests to any and all parts of the meeting. The President shall appoint standing committee members and designate ad hoc committees and their members as needed. The President-Elect shall assist the President in carrying out his or her duties. In the President’s absence, the Vice President shall preside. Section 2. Secretary-Treasurer. The Secretary shall attend and keep a record of all the meetings of the Association and of the Council, of which the Secretary shall be ex officio Clerk. The Secretary shall notify candidates of their election to membership and shall send a preliminary notification of the annual meeting at least six (6) months prior thereto, and the program for the annual meeting at least two (2) weeks prior to its assembly to all the members of the Association. The Secretary shall also send notification of the meetings of the Council to the members thereof. At each annual meeting of the Association the Secretary shall read the Minutes of the previous meeting and of all the meetings of the Council that have been held during the current year. The Treasurer shall receive all money due, pay all debts therewith, and shall render an account thereof at the annual meeting, at which time an auditing committee shall be appointed to report. Section 3. Recorder. The Recorder shall secure the papers read and also proper notes of the discussion thereon and shall superintend, under the direction of the Council, the publication and distribution of the Transactions. The Recorder shall arrange for a Recorder-Stenographer, if any.

ARTICLE VII—COUNCIL • The Council shall meet as often as the interests of the Association may require. • Seven (7) members shall constitute a quorum. • It shall manage the affairs of the Association, subject to the action of the Association at its annual meetings.

lii

CONSTITUTION AND BY-LAWS

• It shall consider the qualifications of candidates recommended to it for admission to membership. • The Council shall nominate officers and Council members and vote on the report of the Nominating Committee. • It shall have the entire control of the publications of the Association, with the power to reject such papers or discussions as it may deem best. • It shall have power to elect active and honorary members at the annual meeting. • The Council shall have power to invite any nonmember to read a paper at the annual meeting, on any subject within the scope of the objects of this Association. • The Council shall determine questions by vote, or—if requested— by ballot. In case of tie, the President shall cast the deciding vote. • The Council shall constitute a Board of Trial for all offences against the Constitution and By-laws or for unbecoming conduct, and shall have the sole power of moving the expulsion of any member. • The President, or any two (2) members, may call a meeting, notice of which will be transmitted to every member two (2) weeks prior to the meeting.

ARTICLE VIII—PAPERS Section 1. The Transactions of the American Clinical and Climatological Association serve as the archival repository of papers presented at the annual meeting. Section 2. The titles of all papers to be read at any annual meeting shall be forwarded to the President not later than five months before the annual meeting. Section 3. Papers must include original works, which on publication become the property of the Association. When previously published figures or tables are used, authors are responsible for obtaining written permission to do so, and should give credit in tables and figures to the journal or book from which they are derived. Detailed instructions to authors are on the website. The deadline for required submission of presented manuscripts to the Recorder is December 31st of the year of presentation.

ARTICLE IX—QUORUM A quorum for business shall be (10) members.

CONSTITUTION AND BY-LAWS

liii

ARTICLE X—AMENDMENT Section 1. This Constitution may be amended by four-fifths (4/5) vote of all members present at an annual meeting, provided that notice of the proposed amendment has been printed in the notification of the meeting at which the vote is to be taken. Section 2. By-Laws may be amended at any business meeting of the Association by a three-fourths (3/4) vote of all members present and voting.

BY-LAWS 1. Meetings of the Association shall be held annually. 2. The time and place of the meetings shall be determined by the Council. 3. The Secretary, in consultation with the President and the Council, shall select the hotel; confer with the management about rooms and prices; arrange for the meeting room, for special luncheons, for special entertainment as necessary; and arrange for the Annual Dinner. The Secretary shall have custody of the lantern. 4. The dues of active members shall be set by Council. Honorary members and emeritus members shall pay no dues. 5. The number of members elected each year will not exceed twentyfive (25). Candidates for membership who have not been favorably considered by the Council within three years shall be dropped from consideration, but may be renominated. 6. Committees A. Nominating Committee Section 1. The Nominating Committee shall propose a slate of officers and Council members to serve their designated terms on the Council. The committee may consult with officers and Council members and members of the Gender Diversity Subcommittee and Inclusiveness Subcommittee and may receive nominations from them as well as from the membership at large. The committee will consist of at least five members appointed by the President and the composition of the Nominating Committee will be sent to the membership in the February mailing. The immediate Past President will serve as the Chair of the Committee. Section 2. The slate of nominees and alternates will be reported to Council for their vote. The nominees will then be contacted by the Committee Chair or the President to ascertain their willingness to serve. They will be elected at the business meeting by a majority vote of the members.

liv

CONSTITUTION AND BY-LAWS

B. Finance Committee Section 1. The Finance Committee, appointed by the President, shall consist of four members serving overlapping four year terms with the President, Immediate Past-President, President-Elect and SecretaryTreasurer serving as ex officio members. They will advise the Secretary-Treasurer on the derivation, maintenance and disbursement on the Association’s funds and on all financial matters. Section 2. No part of the net earnings of the American Clinical and Climatological Association shall inure to the benefit of, or be distributable to its members, Council, officers or other private persons, except that the American Clinical and Climatological Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Association. Section 3. Upon dissolution of the American Clinical and Climatological Association, the Council shall, after paying or making provision for the payment of all of the liabilities of the American Clinical and Climatological Association, dispose of all of the assets of the American Clinical and Climatological Association exclusively for the purposes of the American Clinical and Climatological Association in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as at the time shall qualify as an exempt Association under Section 501(c) (3) of the Internal Revenue Code (or the corresponding provisions of any United States Internal Revenue Law), as the Council shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the American Clinical and Climatological Association is then located, exclusively for such purposes or to such Association, as said Court shall determine, which are organized and operated exclusively for such purposes. Section 4. The committee will advise the Council and the SecretaryTreasurer on the strategy and philosophy of investments. Section 5. The committee may review the various funds of the Association and advise the Council and the Secretary-Treasurer on the amounts to be designated in each fund, whether or not they should be restricted, unrestricted or temporarily restricted and for how long in order to serve the purposes for which they are designated. There are currently six (6) designated funds which include: 1. Operating Fund, 2. Endowment, 3. Gordon Wilson Fund, 4. Jeremiah Metzger Fund, 5. Theodore Woodward Fund, 6. Bert and Peggy DuPont Fund. Section 6. The committee will review and advise Council and the Secretary-Treasurer on the disbursements from these funds for hono-

CONSTITUTION AND BY-LAWS

lv

raria, awards and expenses for named lecturers and medalists and other invited speakers. Section 7. The committee will endeavor to establish a process that will ascertain that officers and councilors are not personally liable for actions taken as authorized representatives of the Association and that there are appropriate indemnification procedures and insurance coverage as judged necessary. Section 8. The committee will seek to assure the integrity of the Association’s activities, the preservation and proper accounting of its assets and the application and use of appropriate financial accounting and other procedures. The committee will review the results of an annual independent financial compilation and present it to Council. The finances of the Association will undergo formal independent audit of its finances at the transition of the office of Secretary-Treasurer or whenever recommended by Council. C. Membership Committee The Membership Committee consisting of at least four (4) members, with subcommittees on Inclusiveness and Gender Diversity, appointed by the President, will proactively promote the nomination of outstanding candidates for membership. This effort requires the membership at large to shepherd such nominations. D. Audit Committee At the time of the annual meeting the President will designate three (3) members to form an audit committee. Their charge is to review the financial report of the Treasurer and to serve as witnesses for the acceptance of the report by the membership following its presentation. 7. Named Lectureship Funds A. Gordon Wilson Medal and Lectureship: As voted by the Council in 1936 and practiced since that time, the fund of money known as the Gordon Wilson Fund shall be maintained by the Treasurer who shall receive subscriptions to this fund and invest them with the approval of the Council. The income from the Fund shall be used for the expenses of the Gordon Wilson Lectureship. The Lecturer shall receive a bronze medal as well as an honorarium and travel and hotel expenses paid from the income from the Gordon Wilson Fund, supplemented, if necessary, by money from the general funds of the Association. B. Jeremiah Metzger Lectureship: The sum of money bequeathed by the late Jeremiah Metzger to the Association in 1960 will be maintained intact by the Treasurer and will be known as the Metzger Fund.

lvi

CONSTITUTION AND BY-LAWS

The income may also be used for such purposes as may be considered worthwhile by the Council. In 1963, the Council decided to support the Metzger Lectureship given by a member of the Association who would receive an honorarium and expenses. C. Theodore Woodward Award for Clinical Lecture: The President will appoint a committee to evaluate all of the papers presented at the Annual Meeting. At the end of the meeting the committee will select the most outstanding clinical paper to receive the Award. The paper receiving the Award will be so designated in the Transactions. A monetary award and a plaque will be presented at the subsequent annual meeting. D. Bert and Peggy DuPont Fund: The sum of money given by Bert and Peggy DuPont to the Association in 2009 will be maintained intact by the Treasurer and will be known as the Bert and Peggy DuPont Lecture Endowment Fund. The income is to be used to underwrite an annual lecture to be called “The Bert and Peggy DuPont Lecture” with any remainder to be used at the President’s discretion to enhance the annual meeting. 8. Spousal Participation The participation of spouses in all activities is a distinctive and treasured aspect of the Association. The nomination materials of candidates include a description of special interests and recognition of accomplishments of the spouse. A member’s spouse or guest is invited to attend all sessions. A member’s spouse who is a physician may submit a title (as author or co-author) for a paper to be read at the annual meeting and may participate in discussions. A spouses’ program is a traditional part of each meeting. 9. Order of Business Meeting: • First day: • Minutes of previous meeting. • Secretary-Treasurer’s reports. • Recorder’s report. • Report on meeting arrangements. • Announcement of Auditing committee. • Report of Nominating Committee. • Election of Officers and Councilors. • Final morning session: • Report of Auditing Committee. • Report on the election of new members. • Installation of new President.

Constitution and By-Laws.

Constitution and By-Laws. - PDF Download Free
37KB Sizes 2 Downloads 13 Views