|ARTICLE I: NAME||ARTICLE XI: MEETINGS OF MEMBERS|
|ARTICLE II: MISSION||ARTICLE XII: MEETINGS OF THE BOARD|
|ARTICLE III: MEMBERSHIP||ARTICLE XIII: ELECTIONS|
|ARTICLE IV: DUES||ARTICLE XIV: COMMITTEES|
|ARTICLE V: FISCAL YEAR||ARTICLE XV: INDEMNIFICATION CLAUSE|
|ARTICLE VI: OFFICERS||ARTICLE XVI: AMENDMENTS|
|ARTICLE VII: DUTIES OF OFFICERS||ARTICLE XVII: DISSOLUTION|
|ARTICLE VIII: BOARD OF TRUSTEES||ARTICLE XVIII: EFFECTIVE DATE|
|ARTICLE IX: BOARD OF DELEGATES|
|ARTICLE X: EXECUTIVE DIRECTOR|
ARTICLE I: NAME
The name of this Association shall be: The Alumni Association of the New Jersey Medical School, Inc. ("AANJMS" or the "Association"). The term New Jersey Medical School (NJMS) shall be used to include all the predecessor medical schools - Seton Hall College of Medicine and Dentistry, the New Jersey College of Medicine and Dentistry, the College of Medicine and Dentistry of New Jersey at Newark , and the College of Medicine and Dentistry of New Jersey.
ARTICLE II: MISSION
The Mission of the Alumni Association of the New Jersey Medical School shall be to further the interests of its members; to encourage closer relations between the alumni, the students, the faculty, and the administration of the medical school; to enhance the image of the medical school; to promote the quality of medical education and to support the needs of NJMS medical students with scholarship support and sponsorship of appropriate programs.
Section 1. Graduate Member . Graduates of the New Jersey Medical School .
Section 2. Post Graduate Member . Interns/Residents/Fellows who have completed a post graduate training program in any of the New Jersey Medical School sponsored programs.
Section 3. Student Member . Students in good standing enrolled in the New Jersey Medical School .
Section 4. Parent, Guardian, Spouse and Significant Friend Member . Parents, guardians, spouse and/or significant friend of medical students or graduates of the New Jersey Medical School .
Section 5. Honorary Member . Any person who has made outstanding contributions to the welfare of the Alumni Association of the New Jersey Medical School, providing that the nomination, as such, is approved by the majority of the Executive Committee of the Association.
Section 2. Active Voting Members . Graduate and Post Graduate Members whose dues are currently paid shall be considered active voting members.
Members whose dues are in arrears shall be considered inactive members. Only active members shall be entitled to voting rights and all other benefits of the Association. Retired or disabled graduate members and retired or disabled post graduate members shall be exempt from dues. They will be entitled to all benefits of the Association but will not have voting rights.
Section 3. Student Members . Student Members shall not be required to pay dues and will be considered active nonvoting student members and shall be entitled to all benefits of the Association.
Section 4. Parent Members . Parents of medical students and parents of graduates of NJMS shall be considered parent members. Those who pay dues or contribute to an annual fund raising campaign will be considered active nonvoting parent members and shall be entitled to all benefits of the Association.
Section 5. Associate Members . Friends of medical students and friends of graduates of NJMS shall be considered associate members. Those who pay dues or contribute to an annual fund raising campaign will be considered active nonvoting associate members and shall be entitled to all benefits of the Association.
Section 6. Honorary Members . Honorary members shall not be required to pay dues and shall be considered active nonvoting honorary members and shall be entitled to all benefits of the Association.
ARTICLE VI: OFFICERS
Section 1. Association Officers . The Officers of the Association shall be the President, the Vice President (President-elect), the Secretary, the Treasurer and the Immediate Past President.
Section 2. Eligibility . All officers must be active, voting, dues paying members of the Association and be active in support of the Annual Fund Campaign.
Section 3. Term . The Officers shall hold office for a term of three (3) years, their term of office commencing at the Annual Meeting following their election. All officers shall be eligible for re-election to the same office once. After serving two terms in the same office, they must either advance in succession or leave office.
Section 4. President's Term . The President shall hold office for a three-year term and any portion of the unexpired term of his predecessor. If nominated, the President may be re-elected to only one additional consecutive or one additional non-consecutive term. In the event the Vice President chooses not to succeed to the office of President, the current President will remain in office until a special election is held to fill the office.
Section 5. Committee Chairs . The Chairs of all committees of the Board of Trustees of the Association will be nominated by the President and ratified by the Executive Committee. Committee Chairs will not be subject to term limits.
ARTICLE VII: DUTIES OF OFFICERS
Section 1. President . The Office of President may only be held by a graduate of the New Jersey Medical School . The President shall preside at all meetings of the Association, Board of Trustees, and the Executive Committee. All members of standing committees of the Association shall be appointed by the President and ratified by the Executive Committee.
The President shall appoint all ad hoc committee members and all temporary or honorary positions.
The President shall appoint all members of the Board of Delegates.
The President shall be a member of the Executive Committee and all other committees with full right to vote. The President may call, and preside at, regular and special Executive Committee meetings, and shall perform such other duties as are commonly performed by the chief executive of a voluntary organization or that may be assigned to him/her by the Executive Committee.
The President, with the advice of the Executive Committee, shall have the power to fill the unexpired term of any position that becomes vacant.
Section 2. Vice President . The office of Vice President may only be held by a graduate of the New Jersey Medical School . The Vice President shall perform all the duties of the President during the latter's absence or disability, and shall succeed to the Office of President in the event of the withdrawal or resignation of the President for any reason. The Vice President (President Elect) shall succeed to the Office of President at the completion of the elected term(s) of the President.
Section 3. Secretary . The Secretary shall be responsible to keep records of all Association meetings and business, and perform the usual duties of the Office of Secretary, and be subject to the direction of the President, the Executive Committee, and the Association.
Section 4. Treasurer . The Treasurer shall oversee the collection and, by the order of the Executive Committee according to the Bylaws, shall review the disbursement of all funds of the Association. Regular accounts of all income and expenditures shall be kept which will be open to inspection at all times by members of the Executive Committee. The Treasurer shall each year present at the Annual Meeting a summary report of the finances of the Association and of the purposes of the expenditures.
If required by the Executive Committee, the Treasurer shall furnish surety company fidelity bonds to the Executive Committee. The premium for such bonds shall be paid by the Association.
Section 5. Removal for Cause . The voting members, by majority vote, may remove from office any officer for action(s) or omission(s) considered detrimental to the interests of the Association or the New Jersey Medical School . In addition, the Board of Trustees, by majority vote, may suspend any officer from duty for action(s) or omission(s) considered detrimental to the interest of the Association or the New Jersey Medical School .
ARTICLE VIII: BOARD OF TRUSTEES
Section 1. Voting . The Board of Trustees shall control and manage the affairs of the Association in accordance with the Certificate of Incorporation and the Bylaws. A quorum shall be constituted by one third (1/3) of the Board of Trustees. Business may be conducted and decided by a majority vote of those present.
The Board of Trustees delegates the power for the day-to-day management of the Association to the President of the Association.
Section 2. Eligibility . All Board of Trustees members must be active, dues paying, voting members of the Association. All Board members must attend at least one-half of the Board meetings held each year. Failure to do so without being excused by the President of the Association will be considered grounds for removal from the Board in accordance with Section 6 of this Article VIII.
Section 3. Board Members . The Board of Trustees shall consist of not less than 10 and not more than 30 members, of which at least 5 shall be Graduate Members. The Board of Trustees shall consist of the members of the Executive Committee (as described in Article XIV, Section 1 of the Bylaws); Committee Chairs [Reunion, Scholarship, Membership, Career Night]; a Resident Member; all living Past Presidents besides the Immediate Past President who express the willingness to serve; five (5) Graduate Members elected by the general membership as provided in Article XIII; one Student Member from each class appointed by the Student Council and who will serve without vote and those other trustees nominated by the Nominating Committee and elected as provided in Article XIII; the Dean of the Medical School or his/her nominee; and the President of the Medical School Student Council.
Section 4. Term . Each member of the Board of Trustees shall hold office for a term of two (2) years, with his term of office commencing at the Annual Meeting following his election. All Members except as stated in Article VI; Officers, Sections 3 & 4 shall be eligible for re-election to the same office.
Section 5. Resignation . A trustee may resign at any time by giving written notice to the Board of Trustees or the President of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.
Section 6. Removal for Cause . The Board of Trustees, by majority vote, may remove from office any officer or member of the Board of Delegates or the Board of Trustees for action(s) or omission(s) considered detrimental to the interests of the Association or the New Jersey Medical School . In the case of a trustee, the failure to attend at least one-half of the meetings of the Board held each year shall be grounds for removal by the Board .
Section 7. Expenses . Trustees, members and officers shall be reimbursed for reasonable expenses incurred in connection with their service in such capacities, with approval of the Board upon presentation of vouchers.
Section 2. Eligibility . The Board of Delegates shall be active, dues paying members and serve as their class representatives acting as liaison between their class members and the Board of Trustees.
The members of the Board of Delegates shall be active in supporting the Annual Fund Campaign.
The members of the Board of Delegates shall serve on the Nominating Committee as stated in Article XIII, Section 2.
Section 3. Graduate Delegates . The Board of Delegates shall have two Graduate Delegates from each graduating class. Officers of the AANJMS shall not serve as delegates.
Section 4. Postgraduate Delegates . The Board of Delegates shall have one Postgraduate Delegate for each year.
Section 5. Student Alumni . The Student Alumni representatives to the AANJMS shall serve as their class representatives to the Board of Delegates and the Board of Trustees.
ARTICLE X: EXECUTIVE DIRECTOR
Section 1. The Executive Director shall, at the direction of the President and the Executive Committee, provide the executive management of the Association and liaison with the New Jersey Medical School.
ARTICLE XI: MEETINGS OF MEMBERS
Section 1. Annual Meeting . The annual meeting of the members of the Corporation, at the direction of the Board of Trustees, shall be held within the State of New Jersey by June 30 of each year, at such date and time as the Board of Trustees shall determine.
Section 2. General Meetings . General meetings of the members of the Corporation may be held at a time and place designated by the President or the Board of Trustees.
Section 3. Special Meetings . Special meetings of the voting members of the Corporation may be held at any place designated by the President or the Board, upon call by the President or the Board.
Section 4. Notices . Written notice of the time and place and purpose of holding any meeting shall be given to each member of the Corporation permitted to vote at such meeting at least ten (10) days but no more than sixty (60) days prior to the scheduled date for the meeting. All notices shall be given to members at the address on file with the Corporation, either by mail, fax or e-mail, with confirmation of receipt. Notice of the meeting need not be given to any member who signs a waiver of the notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by that member.
Section 5. Quorum and Adjournments . Those voting members represented in person or by proxy shall constitute a quorum for the transaction of business at a meeting of the voting members.
Section 6. Voting . A majority vote of the voting members present in person or represented by proxy at a meeting is required to pass a resolution; provided, however, trustees shall be elected by a plurality of the votes cast at an election. Each voting member shall be entitled to one (1) vote for each trustee position to be filled and shall have one (1) vote upon any question coming before any meeting of the members. The election of trustees and officers may be conducted by mail in accordance with Article XIII hereof.
Section 7. Proxies . At all meetings of the Corporation any voting member shall be entitled to vote by or through a duly accredited proxy.
Every proxy shall be executed in writing by the member or the member's agent, except that a proxy may be given by a member or the agent of a member by mail, fax, or e-mail. A proxy shall not be valid for more than the meeting which it is intended to be used thereafter, or any adjournment thereof. The presence at any meeting of any member who has given a proxy shall not revoke the proxy unless the member or its agent shall file a written notice of revocation with the Secretary of the meeting prior to the voting of the proxy. A person named in a proxy as the attorney or agent of a member may not substitute another person to act in that person's place.
Section 8. Telephonic Meetings . A member may participate in a meeting of the Members by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear one another.
ARTICLE XII: MEETINGS OF THE BOARD OF TRUSTEES AND THE BOARD
Section 1. Regular Meetings of Board of Trustees . The Board of Trustees meetings shall be held at least semiannually at such times and places as shall be fixed by the Executive Committee, or shall be called by the Secretary upon the request of the President, or by written request to the Secretary by any three members of the Executive Committee of the Board of Trustees.
Section 2. Meetings of Board of Delegates . Meetings of the Board of Delegates may be held in conjunction with the Annual Meeting of the members of AANJMS at such times and places as shall be fixed by the Executive Committee.
Section 3. Notice of Special meetings of the Board of Trustees . Special meetings of the Board of Trustees may be called by the President or the Vice President on at least seven (7) days prior notice of the date, time and place, given either personally, by telephone, by mail, fax or e-mail with acknowledgment of receipt; provided, however, that in the event of an emergency, three (3) days prior notice of the meeting shall be sufficient. Special meetings of the Board of Trustees shall be called by the President or the Secretary on like notice upon the written request of one-third (1/3) of the trustees,
Notice of any meetings of the Board of Trustees need not be given to any trustee who signs a waiver notice, whether before or after the meeting. The attendance of any trustee at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by the trustee. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten (10) days in any one adjournment.
Section 4. Quorum and Voting . One-third (1/3) of the Board of Trustees shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Board.
Section 5. Written Consent . Notwithstanding anything contained herein to the contrary, any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Trustees may be taken without a meeting if, prior or subsequent to the action, all members of the Board, consent thereto in writing and the written consents are filed with the minutes of the proceedings of the Board.
Section 6. Telephonic Meetings . A member of the Board of Trustees, a committee thereof or the Board of Delegates may participate in a meeting of such Board or such committee by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear one another.
ARTICLE XIII: ELECTIONS
Section 1. Succession to President . The Vice President shall become President at the Annual Meeting of this Association which coincides with the completion of the President's final term of office.
Section 2. Nominating Committee . The President shall appoint a nominating Committee which shall consist of the Immediate Past President, three members of the Board of Trustees, and two members of the Board of Delegates at least three months prior to the Annual Meeting in any year in which elections are held.
Section 3. Duties of Nominating Committee . Nominations for all Officers (other than the President, if the Vice President will succeed to the President's position) and Trustees shall be made by the Nominating Committee.
Section 4. Election by Mail . The Officers and Trustees of the Association may be selected by mail ballot by the active voting Members who return their ballots by the date set by the President and the Executive Committee. The ballot shall provide for write-in candidates. The election shall be completed at least one month prior to the Annual Meeting of the Association. If the election is not held by mail in accordance with the foregoing, the Officers and Trustees of the Association shall be elected at the Annual Meeting of the Association.
The Officer Candidate for each office that receives the most votes shall be elected and sworn into office at the Annual Meeting or as soon as possible in their absence therefrom.
Section 5. Election of Student Alumni Representatives . Student alumni representative members to the Board of Delegates shall be selected by the Student Council.
ARTICLE XIV: COMMITTEES
Section 1. Executive Committee . The Executive Committee shall consist of the President, the Vice President, Secretary, Treasurer, Immediate Past President, the Chairs of Finance, Post Graduate Affairs, Faculty Affairs, Communications/Publications, and the Executive Director/Coordinator who will be ex-officio and without vote. The Executive Committee shall have and may exercise all the authority of the Board of Trustees, except that in accordance with Section 15A:6-9 of the New Jersey Nonprofit Corporation Act, the Executive Committee (and any other committee) shall not:
(a) make, alter or repeal any bylaw of the Association;
(b) elect or appoint any trustee, or remove any officer or trustee;
(c) submit to members any action that requires members' approval; or
(d) amend or repeal any resolution previously adopted by the Board.
Section 2. Standing Committees . The Standing Committees of the Association shall consist of Nominating, Finance, Post Graduate Affairs, Faculty Affairs, Communications/Publications, Reunion , Scholarship, Membership, Career Night and Bylaws.
Section 3. Ad Hoc Committees . The President may create ad hoc committees to assist in the purposes and objectives of the Association, such committees shall perform such functions and make such reports as the President shall determine and define.
Section 4. Committee Action . Any committee may act and ballot by mail, telephone, or otherwise as it may wish or as the President may direct.
Section 5. Voting; Quorum; Committee Reports . A majority of the members of each committee shall constitute a quorum for the transaction of business and the act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of such committee. Actions taken at a meeting of any committee shall be reported to the Board at its next meeting following the committee meeting; except that, when the meeting of the Board is held within 2 days after the committee meeting, the report shall, if not made at the first meeting, be made to the Board at its second meeting following the committee meeting. The President or the Board of Trustees may request additional reports from other Officers or Committees at such times as they deem proper.
Section 1. Limitation of Liability . No Trustee, Officer or Committee Member (including the Chair) shall be personally liable to the Association for breach of any duty owed to the Association, except for an act or omission that is (a) in breach of such person's duty of loyalty to the Association, (b) not in good faith or involving a knowing violation of law, or (c) resulting in receipt by such person of an improper personal benefit.
Section 2. Indemnification . The Association shall indemnify and hold harmless each Trustee, each Officer and each Committee Member (including without limitation the Committee Chair) now and hereafter serving the Association from and against any and all claims and liabilities to which he may be or may become subject by reason of his being or having heretofore been a Trustee, Officer and/or Member of a Committee of the Association and/or by reason of his alleged acts or omissions as a Trustee, Officer and/or Member of a Committee as aforesaid and shall reimburse each Trustee, Officer and Member of a Committee of the Association for all legal and other expenses reasonably incurred by him in connection with such claims or liabilities; provided, however, that no Trustee, Officer or Member of a Committee shall be indemnified against or be reimbursed for any expenses incurred in defending against any claim or liability arising out of his own gross negligence or willful misconduct, or if otherwise prohibited by the NJ Nonprofit Corporation Act . The foregoing rights of Trustees, Officers and Members of a Committee shall not be exclusive of other rights to which they may be entitled by law.
Proposed amendments to the Articles of Incorporation or the Bylaws, if approved by the Executive Committee, shall be submitted to the Board of Trustees for approval.
Upon the dissolution of the Association, the assets of the Association, after payment of all debts, shall be distributed in accordance with the Certificate of Incorporation of the Association.
These revised Bylaws shall take effect at the time of the next general election of the Officers of the Association. These Bylaws were approved and adopted by the Board of Trustees of the Alumni Association of New Jersey Medical School on December 8, 2004 .
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