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