Bylaws
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.
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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.
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ARTICLE III: MEMBERSHIP
There shall be five kinds of membership in the Association.
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.
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ARTICLE IV: DUES
The amount of the annual dues of members may be changed upon the action of the
Executive Committee, provided that this action is ratified by the Board of Trustees.
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.
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ARTICLE V: FISCAL YEAR
The fiscal year of the Association shall begin on the first day of July and
shall end on the 30th day of June.
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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.
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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 .
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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.
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ARTICLE IX: BOARD OF DELEGATES
Section 1. Appointment . The Board of Delegates shall
be appointed by the President.
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.
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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.
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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.
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ARTICLE XII: MEETINGS OF THE BOARD OF TRUSTEES AND THE BOARD
OF DELEGATES
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.
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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.
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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.
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ARTICLE XV: INDEMNIFICATION CLAUSE
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.
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ARTICLE XVI: AMENDMENTS
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.
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ARTICLE XVII: DISSOLUTION
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.
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ARTICLE XVIII: EFFECTIVE DATE
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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