Article I. Bylaws
Section 1.01 History
The Rochester Academy of Medicine was organized in 1899, incorporated in 1900, and received a preliminary provisional charter (#1334) from the Regents of the University of the State of New York on February 15, 1900 and a provisional charter (#1769) on April 26, 1906. An Absolute Charter (#3835) was granted by the Regents on May 16, 1929.
Early meetings of the Academy were held at the Reynolds Library on Spring Street where a medical library, supported equally by the Academy and the Reynolds Library, was housed. In 1912 the lower floor of the building at the corner of East Avenue and Alexander Street was rented for meetings.
In 1914 the Rochester Medical Association, a group similar in purpose to the Academy but broader in its membership, was organized and bought a building on the corner of Chestnut and Euclid Streets. Thereafter, the Academy shared its library and used the Association’s facilities, but the two groups met separately. In 1923 the Association and the Academy moved to Prince Street, which provided a more adequate auditorium, better library space, and committee rooms. The two societies continued to hold separate monthly meetings until 1929, when they were amalgamated under the name of the Rochester Academy of Medicine.
In 1939, the Academy moved to its present location at 1441 East Avenue, the former home of the Lyon family. The building and lot were donated by the three daughters of Carolyn and Edmund Lyon, who believed that “there could be no memorial more fitting [to their parents] than to have their home perpetuated by an association that would appreciate this heritage and continue to exert an influence for the welfare of the community.” To provide funds for the construction of an auditorium and to make other necessary alterations in the building, $150,000 was raised, about one-third from physicians and the rest from the community. In the 1970’s, the auditorium was extensively renovated, and a new atrium entrance with an elevator was added in 1994, making the building handicap accessible as well as more suitable for the increasing continuing medical education activities of the Academy.
In 2015 the Academy had a total membership of 375 active and retired healthcare professionals, a building of its own and a modest endowment. The dues of members, rental of space for events to professional, educational and private organizations and individuals, CME accreditation fees, and gifts from members as well as others in the community, provide the funds with which the Academy operates. Also, the Academy offers office leases and is the home of the Rochester Medical Museum and Archives.
Section 1.02 Constitution and Bylaws of the Rochester Academy of Medicine
(a) Name, Organization and Purpose
(i) Name: The name of this organization shall be the Rochester Academy of Medicine. In this constitution and bylaws it is referred to as “the Academy.”
(ii) Organization: The Academy is a corporation organized under the provisions of the Education Law of the State of New York, by virtue of a charter granted by the Board of Regents of the State of New York 501(c) (3), dated May 16, 1929.
(iii) Mission: The Rochester Academy of Medicine advances learning, encourages service and initiates collaboration in the communities we serve.
(iv) Vision: The Rochester Academy of Medicine will lead in fostering solutions that bring better health to our community.
1) Collaboration: Based on our rich history, we provide diverse perspectives in an unaffiliated environment.
2) Integrity: We operate with the highest levels of respect and ethics in all we do.
3) Leadership: We are community leaders in providing health, education, promoting services and building partnerships.
4) Diversity: We value diversity of people, talent and ideas, and believe that through differences, we can create the best solutions.
Section 1.03 Membership
(a) Categories: The membership shall be divided into active, student, retirement and friend.
(i) Active members may include other healthcare professionals and others involved in research and scholarship about medicine, healthcare and patient care. Active members shall be professionals engaged in healthcare and/or healthcare education and also meeting at least 1 of the following criteria:
1) A degree
2) A licensed professional (as defined by the State of the New York).
(ii) All students are eligible to be student members.
(iii) Upon retirement, retired membership is conferred.
(iv) Friends of the Academy membership is available to those whose are committed to the mission and vision of the Academy.
(b) Privileges of Members
(i) Active members, whose dues and assessments are paid or waived, shall be entitled to vote, to hold office, to attend meetings and to participate in all other activities of the Academy. They may request to attend Board meetings as non-voting members.
(ii) Student members shall be non-dues paying members and not eligible to vote. They shall be entitled to attend meetings and to participate in all other activities of the Academy. They may request to attend Board meetings as non-voting members.
(iii) Retired members shall have all the privileges of active members.
(iv) Friends of the Academy shall be entitled to attend meetings and to participate in all other activities of the Academy. They may request to attend Board meetings as non-voting members.
(c) Acceptance to Membership: Candidates for Active members may be elected by the affirmative vote of the Board of Trustees or the Executive Committee of the Board. Payment of dues for the first year shall accompany the application.
(d) Resignations of Members: Resignations should be submitted in writing to the Academy. Dues should be paid up to date of resignation.
(e) Dues and Assessments:
(i) The annual dues for the Active members shall be determined by the Board of Trustees.
(ii) On the recommendation of the Board of Trustees, an assessment may be levied at any meeting of the membership of the Academy by a vote of 2/3rds of the members present, provided notice of such assessment is stated with the notice of the meeting.
(iii) Any member whose dues are overdue lose voting privileges until dues are paid in full.
(iv) Any member delinquent in payment of dues for more than 90 days shall be considered a lapsed member. Any member delinquent in payment of dues for more than 12 months shall be automatically suspended from membership, unless in the opinion of the Board of Trustees, extenuating circumstances preclude the suspension. If suspended, the member may be reinstated upon payment of all unpaid dues.
(v) The Board of Trustees shall have the power to reduce or waive dues in special situations.
(f) Discipline: The Board of Trustees may suspend or expel a member for violation of the Academy’s mission, vision and values and/or for the commissions of an act detrimental to its interests or to the reputation of the healthcare professions as determined by the sole discretion of the Board of Trustees.
Section 1.04 Meetings
(a) The Annual Meeting for the election of officers and Trustees and presentation of reports shall be in May.
(b) Notice of the Annual Meeting shall be sent by either first-class mail or by electronic mail to a member’s usual address not less than ten nor more than fifty days prior to the meeting.
(c) At the Annual Meeting, the order of business shall include:
(i) Approval of minutes
(ii) Annual report of the President
(iii) Awards program
(iv) Election of Trustees and Officers
(v) Unfinished and Miscellaneous Business
(d) Special meetings may be called at any time by the President or at the written request of three Trustees or of twenty-five members.
(i) At least three days notice, unless the situation is urgent, shall be given to the membership for special meetings, and no business shall be transacted other than that stated in the notice.
(e) Ten percent of the active members entitled to vote shall constitute a quorum.
Section 1.05 Board of Trustees
(a) Composition of the Board
(i) The Board of Trustees shall consist of the Officers and the At-Large Trustees. One third of the At-Large Trustees shall be elected at the Annual Meeting each year and shall serve for three (3) years. Non-voting members of the Board will be appointed on an annual basis by the Board, and may include healthcare students and selected members of the healthcare community and the committee chairs.
(b) Duties of the Board
(i) The Board of Trustees shall manage the affairs of the Academy in conjunction with the Executive Director.
(ii) It shall be concerned with the conduct and ethics of the members.
(iii) It shall approve appointments of committee chairpersons made by the President. It shall approve reports of committees.
(iv) It shall fill any vacant office by appointment for the remainder of the term of office.
(v) It shall have any other authority provided for in the constitution and by-laws, but not specifically named in this section.
(c) Meetings of the Board
(i) The Board of Trustees shall meet each month and as deemed necessary by the President of the Board.
(ii) A majority of the Board of Trustees shall constitute a quorum.
(iii) Each Trustee shall have one vote.
(iv) Any one or more Trustees may participate in a meeting of the Board of Trustees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other. Participation by such means shall constitute presence in person at a meeting.
(d) Honorary Board
(i) The Board of Trustees may elect Honorary Members of the Academy upon such terms and conditions that the Trustees specify.
(ii) A Board Member who has served one or more terms and who is held in high esteem by the Academy will be eligible to be elected an Honorary Member at any time.
(iii) The Honorary Members shall be entitled to attend all Board meetings and other meetings of the Academy and to participate in discussions. They will have all the rights and privileges of active Board Members, except that the Honorary Board Members shall be non-voting participants and will not be counted in the determination of a quorum at meetings.
(iv) Generally, an Honorary Member should retain his or her honorary status until the Honorary Member resigns.
(i) The officers of the Academy shall consist of the President, President-Elect, Secretary and Treasurer elected by ballot for a two-year term at the Annual Meeting. The immediate Past-President shall serve on the Board as a voting member for two years.
(ii) Duties of Officers:
1) The President shall preside at all meetings of the Academy and of the Board of Trustees. Except as otherwise provided in this Constitution and Bylaws, the President shall appoint all committee chairpersons subject to the approval of the Board of Trustees. The President may call special meetings of the Academy and of the Board of Trustees.
2) The President-Elect shall perform duties of the President in the absence of the President, and shall succeed to the presidency if the office becomes vacant or if the President can no longer act.
3) The Secretary shall keep an accurate record of the Annual Meeting, special meetings and meetings of the Board of Trustees, send notices as required and perform such other duties as may be required by the Board of Trustees.
4) The Treasurer will oversee the funds of the Academy in cooperation with the Executive Director. The Treasurer will make a report to the Board at each meeting.
(f) Election of Officers
(i) The Nominating Committee shall present at the Annual Meeting one nomination for President, one or more nominations for the offices of President-Elect, Secretary, and Treasurer, and one or more nominations for each vacancy in the Board of Trustees. These nominations may be supplemented by any made by the members from the floor.
(ii) Ballots for the election of officers and proxies for other business shall be mailed (or emailed) to the membership at least ten days before the Annual Meeting and shall be voted at the Annual Meeting.
Section 1.06 Executive Director
(a) The Executive Director is appointed by the Board of Trustees and serves at its discretion.
(b) The Executive Director will be compensated at a salary determined by the Board of Trustees.
(c) Duties of the Executive Director: The detailed duties and responsibilities of the Executive Director are outlined in the “Job Description of the Executive Director” found in the Academy’s Personnel Manual. These include, but are not limited to the following: The Executive Director:
(i) Is the Chief Executive Director of the Academy.
(ii) Is responsible for the day-to-day activities and efficient operation of the Academy.
(iii) Is responsible for all financial activities of the Academy.
(iv) Meets as required with the Treasurer and the Finance Committee, constructing the budget and making necessary adjustments to the budget during the year.
(v) Meets as required with the President and keeps the President informed of significant items between Board meetings.
(vi) Issues a report at each Board Meeting and at special meetings as required.
Section 1.07 Committees
(a) Standing Committees: The standing committees shall be appointed annually by the President with the approval of the Board of Trustees. They shall consist of the Executive Committee, the Nominating Committee, the Finance and Budget Committee and such other committees as the Board of Trustees may from time to time designate as standing committees of the Academy. Committee chairpersons are invited to attend but may not vote at the Board of Trustees meetings, unless they concomitantly serve as Officers or Trustees of the Board.
(b) Executive Committee: The Executive Committee shall consist of two Trustees as well as the President and Executive Director. It shall have all the authority of the Board of Trustees except that it may not fill vacancies on the Board or any standing committee, nor establish compensation for Trustees or officers, and it may not amend or repeal any resolution of the Board which, by its terms, may not be so amended or repealed.
(c) Nominating Committee: The Nominating Committee shall consist of the President, and the two proximate past-Presidents; except that if any past-President is unavailable to serve, the President, with the approval of the Trustees, may appoint one of the Trustees to serve in his/her stead. It shall prepare an appropriate slate of candidates for the Annual Meeting.
(d) Finance and Budget Committee: The Finance and Budget Committee shall work with the Executive Director in preparing, at the beginning of each fiscal year, a budget of the estimated receipts and expenditures for the ensuing year. It shall act in an advisory capacity to the Board of Trustees in all matters pertaining to investment of funds and finances.
(e) Special Committees: The President or the Board of Trustees may establish special committees of the Academy for any particular purpose. The duration and membership of such committees shall be determined by the President or the Board.
Section 1.08 Specialty Sections and Interest Groups
(a) Specialty Sections: Specialty Sections of the Academy may be established by the Board of Trustees. Ideally, all members of a Specialty Section will be members of the Academy, but the Executive Director with concurrence of the Board may establish specific supportive relationships consistent both with the goals of the Academy and those of the Specialty Section.
(b) Interest Groups: Interest Groups may be established and/or recognized by the Board of Trustees. Such groups must be consistent with goals of the Academy and will be supported and encouraged.
(c) Facility use and fees: Use of the Academy facility is encouraged for activities consistent with its purpose. Appropriate financial arrangements for use of the facility by Specialty Sections, Interest Groups, and all others, will be determined by the Executive Director under authority of the Board.
Section 1.09 Indemnification and Insurance
(a) Authorized Indemnification: Unless clearly prohibited by law or Section 2 of this Article VI, the Academy shall indemnify any person (“Indemnified Person”) made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the Academy, by reason of the fact that he/she (or his/her testator or intestate), whether before or after adoption of this by-law, (a) is or was a Trustee or officer of the Academy, or (b) is serving or served, in any capacity , at the request of the Academy, or any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Academy consents to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof.
(b) Prohibited Indemnification: The Academy shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person (or to the person whose actions are the basis for the action or proceeding) establishes, or the Board of Trustees in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he personally gained in fact a financial profit or other advantage to which he is not legally entitled.
(c) Advancement of Expenses: The Academy shall, on request of any Indemnified Person who is or may be entitled to be indemnified by the Academy, pay or promptly reimburse the Indemnified Persons reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay the Academy, with interest, for any amount advanced for which it is ultimately determined that he is not entitled to be indemnified under the law or Section 2 of this Article VI. An Indemnified Person shall cooperate in good faith with any request by the Academy that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.
(d) Indemnification of Others: Unless clearly prohibited by law or Section 2 of this Article VI, the Board of Trustees may approve indemnification as set forth in Section 1 of this Article VI, and advancement of expenses as set forth in Section 3 of this Article VI, to a person (or the testator or intestate of a person) who is or was employed by the Academy or who is or was a volunteer for the Academy, and who is made, or threatened to be made, a party in any action or proceeding, by mason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the Academy in any capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
(e) Determination of Indemnification: Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been orders by a court the Board of Trustees shall, upon written request by the Indemnified Person, determine whether and to what extent indemnification is permitted pursuant to these by-laws. Before indemnification can occur the Board of Trustees must explicitly find that such indemnification will not violate the provisions of Section 2 of this Article VI. No Trustee with a personal interest in the outcome, or who is a party to the actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of disinterested Trustees is not obtainable, the Board of Trustees shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these by-laws.
(f) Binding Effect: any person entitled to indemnification under these by-laws has a legally enforceable right to indemnification which cannot be abridged by amendment of these by-laws with respect to any event, action or omission occurring prior to the date of such amendment.
(g) Insurance: The Academy is required to purchase directors and officers liability insurance, but the Academy may purchase such insurance if authorized and approved by the Board of Trustees. To the extent permitted by law, such insurance may insure that Academy for any obligation it incurs as a result of this Article VI or operation of law and it may insure directly the directors, officers, employees or volunteers of the Academy for liabilities against which they are not entitled to indemnification under this Article VI as well as for liabilities against which they are entitled or permitted to be indemnified by the Academy.
(h) Nonexclusive Rights: The provisions of this Article shall not limit or excluded any other rights to which any person may be entitled under law or contract. The Board of Trustees is authorized to enter into agreements on behalf of the Academy with any director, officer, employee or volunteer providing them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in this Article subject in all cases to the limitations of Section 2 of this Article VI.
Section 1.10 Miscellaneous Provisions
(a) Rules of Order: Robert’s Rules of Order shall govern the conduct of all meetings, except where otherwise provided in the Constitution and Bylaws.
(b) Fiscal Year: The fiscal year shall be from May 1 through April 30.
(c) Amendments: The Constitution and Bylaws may be amended by a 2/3rds vote of the members present at a meeting, in person or by proxy, provided a copy of the proposed amendment has been approved by the Board of Trustees and sent to every member with the notice of the meeting at which the proposed amendment is to be voted upon.