BY‑LAWS
OF
THE
H.W.B. (HIPPOCRATES, WINSLOW AND BABBAGE) FOUNDATION
FOR
THE IMPROVEMENT OF MEDICAL PRACTICE
ARTICLE
I
OFFICES
Section
1.
Office.
The office of the Corporation shall be located in the Town of
Section
2.
Additional Offices.
The Corporation may also have offices at such other places within or without the
State of
ARTICLE
II
MEMBERS
The
Corporation shall have no members.
ARTICLE
III
BOARD
OF DIRECTORS
Section
1.
Board of Directors.
The business of the Corporation shall be managed by its board of
directors
Section
2.
Number of Directors, Election and Term.
The number of directors shall be determined from time to time by a majority of
the board of directors but shall be no fewer than three. No director shall be
deprived of office by virtue of a change in the number of directors. The
directors shall be elected by the board of directors of the corporation at the
annual meeting of the board of directors and shall hold office until the next
annual meeting, and thereafter until their successors are elected and qualified
or until their prior resignation or removal.
Section
3.
Resignation of Directors.
A director may resign from the board of directors at any time by giving notice
of his resignation in writing addressed to the president or secretary of the
Corporation, or by presenting his written resignation in person at an annual or
special meeting of the board of directors. The acceptance of a resignation shall
not be necessary to make it effective, but no resignation shall discharge any
accrued obligation or duty of a director.
Section
4.
Newly Created Directorships and
Vacancies.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board of directors for any reason may
be filled by vote of a majority of the directors then in office regardless of
their number. A director elected to fill a vacancy shall hold office until the
next annual meeting at which the election of directors is in the regular order
of business and until his successor is elected and
qualified.
Section
5.
Removal of Directors.
Any or all of the directors may be removed for cause by action of the board of
directors.
Section
6.
Meetings of Directors.
Meetings of the board, annual, regular or special, shall be held at a date
selected by the president or board of directors. Such meetings may be held at
the principal office of the Corporation in the State of
Meetings
may be held, as shall be determined from time to time by a majority of the
directors, via a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at such a
meeting.
Any
action required or permitted to be taken by the board may be taken without a
meeting if all the members of the board consent in writingto the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the members of the
board shall be filed with the minutes of the proceedings of the
board.
Section
7.
Notice of Meetings of Directors.
No notice of the annual meeting of the board of directors shall be required.
Regular meetings may also be held without notice. Notice of a special meeting of the board of directors. signed by the president or the secretary of the Corporation,
shall be mailed to the last recorded address of each director at least three
days and not more than fifty days before the time appointed for the meeting.
Such notice shall set forth the place, date and time of the meeting. Such notice
shall be deemed to be given when deposited in the United States mail, with
postage prepaid, directed to the director at his address or, if he has filed
with the secretary of the Corporation a written request that such notices to him
be mailed to some other address, then directed to him at such other address.
Notice of any adjourned meeting of the board specifying the time and place of
the next meeting shall be given to the directors who were not present at the
time of the adjournment and, unless such time and place are announced at the
meeting, to the other directors. Whenever by statute or by these bylaws the
directors are authorized to take action at any meeting after notice, such notice
may be waived, before or after the holding of such meeting, by a written waiver
of notice signed be the person entitled to such notice. Notice of a meeting need
not be given to any director who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice.
Section
8.
Quorum and Conduct of Meeting.
One‑third of the total number of directors, but no fewer than two directors,
present personally at any meeting shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or these
by‑laws.
A
majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. Notice of the adjournment shall
be given all directors who are absent at the time of the adjournment and, unless
such time and place are announced at the meeting, to the other
directors.
At
all meetings of the board the president or, in his absence, a chairman chosen by
the board shall preside.
Section
9.
Compensation of Directors.
Directors, as such, shall not receive any salary for their services as
directors, but by resolution of the board of directors, a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the board and of any committee of the board of directors; provided
that nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation therefor. Such compensation shall be reasonable and
commensurate with services
Section
10.
Committees of the Board.
The board of directors by resolution adopted by a majority of the entire board,
may designate from among its members an executive committee and other standing
committees, each consisting of three or more directors, and each of which, to
the extent provided in such resolution, shall have all the authority of the
board, except as to the matters prohibited by Section 712 of the Not‑For‑Profit
Corporation Law.
ARTICLE
IV
OFFICERS
Section
1.
Number.
The officers of this Corporation shall be a president, one or more vice
presidents, a secretary and a treasurer. Any two or more offices may be held by
the same person, except the offices of president and
secretary.
Section
2.
Election and Term of Office.
All officers shall be elected (or appointed) by the board to hold office for the
term of one year, and each shall hold office for
such
term and until his successor has been elected (or appointed) and qualified or
until his earlier resignation or removal.
Section
3.
President.
The president shall preside at all meetings of the board of directors. He shall
sign all documents in the name of the Corporation, when authorized to do so by
the board of directors. He, together with such other officials as may be
appointed by resolution of the board of directors for that purpose, shall have
authority to sign checks. He shall be ex‑officio a member of all committees, and
shall perform all other duties incidental to his office.
Section
4.
Vice‑President.
The vice‑president shall in the absence or disability of the President perform
the duties of that office.
Section
5.
Treasurer.
The treasurer shall have the care and custody of all the funds and securities of
the Corporation and of all deeds, insurance policies and other valuable
documents relating to its property, and shall deposit the same in the name of
the Corporation in such depositories as may be designated by the board of
directors. Together with such other officials as may be appointed by resolution
of the board of directors for that purpose, he shall have authority to sign
checks, drafts and notes for the payment of money but shall deliver the same
only with the approval of the board or a duly authorized official. The treasurer
shall render to the board, at each regular meeting, a full statement of the
financial affairs of the Corporation.
Section
6.
Secretary.
The secretary shall keep a record of all appropriate meetings of the board of
directors, and shall attend to the mailing, posting and publication of all
notices of such meetings and of nominations of candidates for election. In the
absence of any contrary direction, he shall conduct all correspondence on behalf
of the board of directors. He shall have charge of the seal of the corporation,
and of such books, records and other papers as the board of directors may
direct.
Section
7.
Vacancies.
If the office of any officer becomes vacant, the directors may appoint (or
elect) any qualified person to fill such vacancy, who shall hold office for the
unexpired term of his predecessor and until his successor is elected or
appointed and qualified.
Section
8.
Removal of Officers.
Any officer elected (or appointed) by the board may be removed by the board with
or without cause.
Section
9.
Compensation of Officers.
The fixing of salaries of officers shall require the affirmative vote of a
majority of the entire board of directors. Such compensation shall be reasonable
and commensurate with services performed.
ARTICLE
V
MISCELLANEOUS
PROVISIONS
Section
1.
Fiscal Year. The
fiscal year of the Corporation shall be as determined by the board of
directors.
Section
2.
Annual Report .
At the annual meeting of the board of directors, there shall be presented a
report, verified by the president and treasurer, in accordance with Section 519
of the Not‑for‑Profit Corporation Law of the State of
Section
3.
Amendment and Repeal. These
by‑laws may be adopted, amended, or repealed at any meeting of the board of
directors by an affirmative vote of two‑thirds of the directors then holding
office.
SME:
lr
File
No. 1477‑1
LR0903