By-Laws

 
 
 
 

William Osler

 
 
 
 

THE AMERICAN OSLER SOCIETY

BY-LAWS*

 

ARTICLE I

Name
The name of the Society shall be “American Osler Society.”

ARTICLE II

Purposes
The American Osler Society is a group of physicians, medical historians, and members of related professions united by the common purpose of keeping alive the memory of William Osler, and keeping its members vigilantly attentive to the lessons found in his life and teachings.  Meetings shall be held periodically to present and discuss papers on Osler’s life, his influence upon the profession, and any aspect of the humanistic approach to medicine that typified his outlook, or any topic related to the history of medicine.  The Society may publish presentations of meetings, essays, monographs, books or films in order to perpetuate and keep the memory of Osler fresh.  In an effort to teach others of Osler’s continuing inspiration, the Society shall place before the profession appropriate reminders of Osler’s high principles of life, of medical education, and his philosophy of humanism in the practice of medicine.

ARTICLE III

Registered Office
The registered office of the corporation required by the Minnesota Non Profit Corporation Act to be maintained in the State of Minnesota is as provided and designated in the Articles of Incorporation.  The Board of Directors of the corporation may, from time to time, change the location of the registered office pursuant to Section 317.19 of Minnesota Statutes.  On or before the day that such change is to become effective, a certificate of such change and of the location and post office address of the new registered office shall be filed with the Secretary of State of Minnesota as provided by law.

ARTICLE IV

Corporate Seal
The Corporation shall have a seal, a facsimile of which is affixed hereto.

ARTICLE V

Membership
Section 1.  Categories.  There shall be (7) categories of membership, namely: Honorary Membership, Active Membership, Associate Membership, Student Membership, Inactive Membership, and Non-Resident Membership.

a)   Honorary Membershipshall be composed of exceptional individuals of any nationality who are recognized for meritorious accomplishment and who have personified the ideals of Sir William Osler.  They shall be elected by unanimous vote of the Board of Governors.

b)   Active Membershipshall be limited to persons noted for their humanism and science in medicine and who have demonstrated an interest in William Osler and a dedication to the history of medicine.  Attendance of a prospective member at one previous annual meeting and submission of a quality abstract for presentation at an annual meeting of the Society are required for consideration of membership.  To be elected, a person must receive a 75 percent affirmative vote of the Board of Governors.  Applicants for membership who are 65 years or older must remain on Active Status for at least 5 years before electing to become an emeritus member.

c)    Associate Membership shall be available to those individuals who have attended a meeting, and would like to participate in the Society, but who do not have the necessary credentials to become a full member and have not submitted an abstract.  Associate members are under no obligation to present a paper although they may choose to do so.  Associate members will be charged dues and meeting assessment.  They may become candidates for advancement to Active membership by demonstrating scholarly activity through publications and/or presentations, through frequent attendance at the annual meeting, and the submission of a quality abstract.  Associate members will be elected by a 75 percent affirmative vote of the Board of Governors.  Associate members are not entitled to become emeritus members.

d)   Student Membership shall include undergraduate and graduate students and trainees (fellows, et cetera) who demonstrate an interest in William Osler and/or medical history for a period of time until they complete their formal training.  Past winners of the William Bennett Bean Award will be specifically invited to belong.  No dues or meeting registration fee will be charged.  Student members shall be elected by a 75 percent affirmative vote by the Board of Governors.  There shall be no limit on the number of Student Members.

e)   Inactive Membership shall be an option available to all Active members upon reaching the age of sixty-five (65).  Such request by the member shall be submitted in writing to the Secretary.  No dues shall be required. Inactive Members will not be entitled to vote or to hold office.  A return to active status may be affected by a letter to the Secretary requesting such change.

f)     Non-Resident Membership.  Members who do not reside within the territorial borders of the United States of America or Canada shall be termed Non-Resident Members unless they choose to apply for Active membership.  Dues payable by nonresident members will be one-half those paid by Active Members.  Non-Resident Members are ineligible for elective office in the Society. They do have voting rights.

g)   Emeritus Membership.  Upon reaching the age of seventy (70) (and having been a member for five years or more), all Active and Inactive members become eligible for Emeritus status.  Any member who reaches the age of 70 and wishes to maintain his or her status as an Active Member may elect to do so, but may relinquish this status and become Emeritus on notification of the Secretary.  So long as they continue as an Active member they will enjoy full privileges and pay regular dues.  No dues shall be required of Emeritus members, but all the rights of membership shall be available to these members except that of voting.  Any officer or member of the Board of Governors who attains the age of seventy (70) during his elected term shall not acquire Emeritus status until his term has expired.

Section 2.  Nominations for Membership.  Nominations for membership should be addressed to the Secretary on a form provided by the Secretary.  Every nomination must be signed by two members of the Society as sponsors.  In the case of a nomination for Active Membership, a notation shall be made upon the nomination form that the candidate has attended a prior meeting and plans to attend the upcoming meeting.  The sponsors shall indicate in detail the qualifications of the candidate for membership.  Such application forms shall stress the fact that election to membership is an honor that is not available by application, but by nomination and election only.  The candidate must submit a letter detailing their interest in William Osler and other dedication to medical history as well as a current curriculum vitae and selected pertinent publications.

Section 3.  Conditions of Membership.
a)  Only Active Members shall be eligible to vote in the affairs of the Society or to hold office.

b)  Active Members failing to pay dues shall after a lapse of two years and appropriate warning be dropped from membership automatically.  A former member may be reinstated on payment of all back dues.

Section 4.  Membership Fees and Dues.  The initiation fee for members and the annual dues shall be determined by the Board of Governors.

ARTICLE VI

OFFICERS
Section 1.  Designation of Officers and Succession.  The officers of the Society shall consist of the following: a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer, and such other officers as the Board of Governors may, from time to time, designate.  The offices of Historian and newsletter editor shall not be elective but shall be an appointive office, to be filled by the Board of Governors.  The Historian and the Newsletter Editor may hold other offices.  The officers are elected by the general membership of the Society and serve for the period between the annual meetings with the exception of the Secretary and the Treasurer.  The Vice President automatically becomes the next President.  The retiring President becomes a Past President of the Society and serves an additional two (2) years thereafter on the Board of Governors.

Section 2.  Nomination for Office.  A nominating committee shall designate a nominee for the office of Second Vice President and, when indicated, the Secretary and the Treasurer.  Additional nominations for such positions may be made by written petition signed by at least ten (10) Active Members.  Election of the officers shall be by plurality of the votes cast by the membership at the membership meeting or by mail as hereinafter provided.

Section 3.  Terms of Officers.  The terms of all officers, with the exception of the offices of the Secretary and the Treasurer shall be for a period of one (1) year or until the next annual meeting.  The term of the Secretary shall be for three (3) years and the individual in this position can be re-elected for an additional two (2) years for a total of five (5) years.  The term of the Treasurer shall be for three (3) years and the individual in this position can be re-elected for an additional two (2) years for a total of five (5) years.  The term of office of the Historian shall be for a period of three (3) years and thereafter he/she shall be eligible for reappointment for additional terms by the Board of Governors.  The term of office of the Newsletter Editor shall be for a period of three (3) years and thereafter he/she shall be eligible for reappointment for additional terms by the Board of Governors.  No officer, with the exception of the Secretary, the Treasurer, the Historian and the Newsletter Editor, may hold office for more than one (1) year.

Section 4.  Notice of Election and Balloting by Mail.  The Secretary shall circulate to the membership either by mail (paper or electronic) or by announcing the nominations in the official newsletter, website, or journal not less than three (3) months before the expiration of existing terms and not more than six (6) months before the annual meeting.  A member may vote by written ballot received by the Secretary at least ten (10) days prior to the election.  Any written ballots so received prior to the election will not be tabulated until the day of the election and following the completion of the ballot in person.

Section 5.  Duties of the President.  The President shall act as Chairperson of the Board of Governors, preside at all business and scientific meetings of the general membership, and have such other duties, responsibilities, and prerogatives as are generally incident to the office.

Section 6.  Duties of the First Vice President.  The First Vice President shall preside at all meetings of the Society in the absence of the President, shall be responsible for planning the program at the annual session, and shall have such other duties and responsibilities as may be from time to time assigned by the President or the Board of Governors.  The First Vice President shall succeed to the office of President upon expiration of term, death, or resignation of the President.

Section 7.  Duties of the Second Vice President. The Second Vice President is charged with chairing the Membership Committee and other duties as assigned by the President and Board of Governors.

Section 8.  Duties of the Secretary.  The Secretary of the Society shall be responsible for the taking and signing of all minutes of the meetings of the Society and the Board of Governors, for the production and mailing of periodic newsletters and other mailings to the membership, and for management of the Society’s Web site.  The Secretary will assist the designated annual meeting Local Arrangements Committee in arranging for and managing the annual meeting.  When directed to do so by the President or pursuant to those Bylaws, he or she shall send out notices of the calling of all annual and special meetings and shall generally perform such duties incident to the office of Secretary as may be assigned by the President or the Board of Governors.  He or she shall make reports to the Board of Governors as may be required.  He or she is empowered to open a bank account or bank accounts in the name of the Society and to write checks thereon for the payment of accounts and debts accrued by the Society.

Section 9.  Duties of the Treasurer.  The Treasurer of the Society shall have the custody of and administer Society funds under the supervision of the Board of Governors.  He or she shall make reports to the Board of Governors as may be required.  All business and financial records of the Society and all its bookkeeping and accounting shall be under his or her supervision and control.  He or she shall handle all accounts receivable as well as accounts payable, and these shall include the collection of dues and any and all other payments from the Society.  He or she is empowered to open a bank account or bank accounts in the name of the Society and to write checks thereon for the payment of accounts and debts accrued by the Society.  The Treasurer shall work closely with the Finance Committee in regard to the investment of the funds of the Society and shall produce an annual report to the membership.

Section 10.  Duties of the Historian. The responsibilities of the Historian include activities designed to assure the ongoing preservation of the history and the archives of the American Osler Society.  This would entail obtaining for preservation appropriate documents, photographs, and artifacts.  At the discretion of the Secretary, the Historian will advise with respect to selection of material to be added to AOS archives at the Osler Library, McGill University, Montreal.  The Historian should act as liaison between the AOS and the Osler Library.  In addition, the Historian would carry out such additional duties as may be requested by the President or the Board of Governors.  The historian is an ex-officio member of the Board of Governors.
 

Section 11.  Duties of the Newsletter Editor. The Newsletter Editor is responsible for the production of the Society periodic newsletter.  In addition, the Newsletter Editor would carry out such additional duties as may be requested by the President or the Board of Governors.  The Newsletter Editor is an ex-officio member of the Board of Governors.

Section 12.  Vacancies.  In the event of the death, resignation, or removal from office of any officer, the Board of Governors shall select a successor to serve the balance of such term and to take the place of the predecessor in such office in the progression of officers.

Section 13.  Salaries and expenses. The salaries and expense allowances, if any, for officers and agents of the Society shall be determined by the Board of Governors.  The Society may make no distribution to its members or officers except as reasonable compensation for services rendered.

ARTICLE VII

BOARD OF GOVERNORS
Section 1.  Duties and Composition.  The business, legal, and financial affairs, as well as the general management of the Society, shall be vested in the Board of Governors.  The Board of Governors shall be composed of the following: the elected officers of the Society, the three (3) Past Presidents of the Society, and up to nine (9) Active members-at-large to be elected by the general membership as herein provided.  As the terms of the members-at-large expire, their successors shall be elected by the general membership at the next appropriate annual membership meeting for a term of three (3) years.

Section 2.  Meetings.
a)  The Board of Governors shall meet annually in conjunction with the Annual Meeting of the Society.

b)  Special Meetings of the Board of Governors may be called for any purpose at any time in the manner hereinafter provided by the President, the Vice President or any five (5) members of the Board of Governors.  Any person or persons entitled to call a special meeting shall make a written request to the President or the Secretary to call the meeting.  Such meetings may be held upon fifteen (15) days mailed (print or electronic) or Web site notice.

Section 3.  Quorum.  A quorum of the Board of Governors shall be a simple majority of its members.

Section 4.  Authorization.  Any action that could be taken at a meeting of the Board of Governors may be taken without a meeting when authorized in writing and signed by a majority of the Board of Governors.

Section 5.  Executive Committee.  The Board of Governors may designate the elected officers of the Society as an Executive Committee.  Such an Executive Committee shall have the authority of the Board in the management of the business of the Society to the extent determined by the Board, but shall act only in the interval between meetings of the Board, and shall be at all times subject to the control and direction of the Board.

Section 6.  Vacancy.  In the event of the death, resignation, or removal of any member of the Board of Governors, the remaining Board shall select a successor to serve the balance of the unexpired term.

Section 7.  Removal.  Any member of the Board of Governors may be removed by action taken by a majority of the members of the Society either by meeting or in writing.

ARTICLE  VIII

MEETING OF MEMBERS
Section 1.  Time and Place of Annual Meeting.  The Society shall hold at least one meeting annually, at a time and place to be determined by the officers.  The officers will designate the Chair of the Annual Meeting Local Arrangements Committee, who is responsible for selecting the meeting accommodations and meal services, arranging for and coordinating local support personnel for meeting planning, registration, logistical support (e.g., audiovisual) of the daily program, and CME certification.  The Chair of the Local Arrangements Committee should live in the region in which the annual meeting will be held.  Robert’s “Rules of Order” shall be the authority governing the conductance of the Annual Meeting.

Section 2.  Order of Business.  The order of business of the Annual Business Meeting shall be:

  1. A moment of silence to be observed in respect for any members deceased in the past year.
  2. Report of the Secretary, including prior minutes, and approval of financial report.
  3. Report of the Treasurer.
  4. Recognition of new members.
  5. Unfinished business.
  6. New business, including the date and place of future annual meetings.
  7. Appointment of committees.
  8. Report of the Nominating Committee.
  9. Election of officers and members of the Board of Governors.
  10. Installation of the new President.
  11. Adjournment.

Section 3.  Special Meetings.

  1. Special Meetings may be called for any purpose at any time in the manner hereinafter provided, by the President, the Vice President, the Board of Governors, or any ten or more Active Members.
  2. Any person or persons entitled to call a Special Meeting shall make a written request to the President or the Secretary to call the meeting.  Such officer shall then give notice of the meeting, as provided hereinafter, to be held between 10 and 60 days after receiving the request.

Section 4.  Notice of Meetings.  Notice of meetings shall be sent by regular mail to all members of the Society and posted on the Web site.

Section 5.  Quorum.  A quorum for meetings of members shall be 10% of the Active Membership.

Section 6.  Voting.  Each member shall be entitled to one vote, which must be cast in person.

ARTICLE IX

STANDING COMMITTEES
Section 1.  Finance Committee.  The Finance Committee shall consist of three (3) members appointed by the President with the approval of the Board of Governors.  No member of the Finance Committee shall be an officer of the Society.  The Committee shall audit the accounts of the Society, advise the Treasurer on investment matters, and report periodically, as directed by the Board of Governors.

Section 2.  Nominating Committee.  The Nominating Committee shall be composed of the three (3) most recent living Presidents and chaired by the most recent living President.  The function of the Nominating Committee shall be to submit nominations for the office of Second Vice President and, when indicated, the Secretary and the Treasurer, and any vacancies which appear on the Board of Governors for the ensuing term.

Section 3.  Membership Committee. The Membership Committee shall be composed of three (3) Active members appointed by the President and approved by the Board of Governors.  The function of this Committee will be to seek qualified new members and encourage them to apply and to review and make recommendations on proposed members.  The Second Vice President will serve as chair of this Committee.

Section 4.  Annual Meeting Committee. The Annual Meeting Committee shall be composed of the First Vice President, the Secretary, the Treasurer and up to three (3) Active members appointed by the President and approved by the Board of Governors including the Secretary and the Treasurer.  The function of this Committee is to work closely with the Secretary and the designated Local Arrangements Committee in planning and executing the Annual Session, including selecting the presentations.  The First Vice President will chair this Committee and members of the Board of Governors, as well as a member from the host municipality (e.g., state, province, etc.) will serve on the Committee.

Section 5.  McGovern Lectureship Committee. The McGovern Lectureship Committee shall be composed of shall be composed of the three (3) most recent living Presidents and chaired by the most recent living President.  The function of this Committee is to select and recommend a speaker to the Executive Committee for the next Annual Session.

Section 6.  William Bennett Bean Student Lectureship Committee. The William Bennett Bean Student Lectureship Committee shall be composed of three (3) Active members appointed by the President and approved by the Board of Governors.  The function of this Committee is to select and recommend one or more student essayist(s) to the Executive Committee.

Section 7.  Other Committees.  The Board of Governors may create other standing or temporary committees with such duties and responsibilities deemed appropriate by the Board of Governors.

Section 9. The President will serve as a nonvoting member of each committee.

Section 10.  Vacancies.  Any vacancies occurring in the above committees may be filled by appointment by the President, and the appointees shall serve until the next meeting of the Board of Governors.

ARTICLE X

PERIODICALS
Section 1.  Journal or Newsletter.  The Newsletter Editor and the Secretary are responsible for the publication of a periodical newsletter or a journal to provide a forum for the publication of relevant material.  The Secretary may call upon other members for assistance as needed.

Section 2.  Publicity.  The Secretary shall be responsible for and may authorize the dissemination of information through media outside the Society.

ARTICLE XI

FISCAL YEAR
Section 1.  The fiscal year of the American Osler Society shall begin with January 1st of each year and ending December 31 following.

ARTICLE XII

AMENDMENT OF THE BYLAWS
Section 1.  Amendment by Members.  The members of the Society may amend these Bylaws by a two-thirds (2/3) vote of those members who are present at any Annual Meeting of the Society.

Section 2.  Amendment by Board of Governors.  The Board of Governors may recommend amendment of these Bylaws by a two-thirds (2/3) vote of the members of the Board who are present at any meeting of the Board if notice of the meeting and the proposed amendment has been duly given.  Recommendations must be passed by a two-thirds (2/3) vote of those members present at any Annual Meeting of the Society).

ARTICLE XIII

DISSOLUTION
In the event that the Society is dissolved, the Board of Governors, after making provision for the payment of all liabilities of the Society, shall arrange for the distribution of all remaining property and assets exclusively for the purposes of the Society or to such other organization or organizations organized and operated exclusively for pleasure, recreational, charitable, educational, religious, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any subsequent or future United States Internal Revenue Law).

These Bylaws are duly adopted by a unanimous vote of members at a meeting held on April 28, 2010 for which prior notice was duly given.

Paul S. Mueller, M.D.
Secretary, American Osler Society

*Revised and approved April 28, 2010