THE ANESTHESIA HISTORY ASSOCIATION BYLAWS
[last amended 1992]
ARTICLE I: NAME AND PURPOSE
Section 1: The name of this organization shall be The Anesthesia History Association.
Section 2: The purposes of the Association shall be to promote, stimulate and encourage research, study, interest, and writing in the history of anesthesia and its relationship to allied medical sciences; to lend its support to and to cooperate with local, national, or international organizations having similar purposes; to foster and arrange meetings, forums, discussions, lectures, and exhibitions, as well as to issue publications and to present awards; and such other purposes as are approved by the Council and membership.
Section 3: The Association shall conduct its activities solely for educational, scientific, and literary purposes within the meaning of Section 501 ( c ) ( 3 ) of the Internal Revenue Code.
Section 4: No part of the activities of this Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Association shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
Section 5: The property of this Association is irrevocably dedicated to scientific and educational purposes and no part of the net income or assets of this Association shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or termination of the Association, its assets debts and liabilities of this Association shall be which is organized and operated exclusively for scientific and educational purposes and which has established its tax exempt status under Section 501 ( c ) ( 3 ) of the Internal Revenue Code.
ARTICLE II: MEMBERSHIP
Section 1: There shall be six classes of members: Active Members, Junior Members, Sustaining Members, Honorary Members, Emeritus Members, and Constituent Societies.
Section 2: ACTIVE MEMBERS: Any person interested in the history of anesthesia shall be eligible for Active Membership upon submitting an application to the Secretary and acceptance thereof by the Membership Committee.
Section 3: JUNIOR MEMBERS: Any person interested in the History of Anesthesia who is enrolled as a student in any undergraduate or graduate training program may be eligible for Junior Membership. Junior Members shall not be eligible to vote or hold office. Dues for Junior Members shall be no more than one half of regular dues.
Section 4: HONORARY MEMBERS: Honorary Membership may be conferred upon any person who has made an outstanding contribution to the history of anesthesia upon election by a majority of the Council provided that names of proposed candidates for Honorary Membership shall be submitted in writing to the members of the Council at least sixty days before the annual meeting. Honorary Members shall have all the privileges of Active Members, but shall be excused from the payment of dues.
Section 5: SUSTAINING MEMBERS: Any member who voluntarily contributes $25.00 or more in excess of the amount of the annual assessed dues for that category of membership shall for that year be recognized as a Sustaining Member.
Section 6: EMERITUS MEMBERS: Any active member who has belonged to the Association for 15 years and who at the time of the annual meeting shall have retired from active practice of Clinical Anesthesia or, having reached the age of 70 years may on request become an Emeritus Member and be excused from the paying of dues.
Section 7: Any organization such as a society, club, institute, or library, having purposes similar to those of the Association, shall be eligible for membership as a Constituent Society upon nomination in writing by an Active Member and election by the Council. Each Constituent Society may choose one delegate to attend the annual meeting of the members, who, on that occasion, shall have the same voting rights as Active Members. Each Constituent Society shall submit a brief written report on its activities to the Secretary 30 days before the annual meeting of the Association.
Section 8: Membership shall not become effective until the Treasurer has received the first year’s dues.
Section 9: If any person or organization being a member or Constituent Society of the Association is believed to be guilty of an act prejudicial to the Association or its purposes, such person or organization shall be notified to appear personally or in the case of a Constituent Society through an officer or other representative for a hearing before the Council at a designated time and place not less than thirty days after such notification. The membership of such person or organization may be terminated by a two-thirds vote of the members of the Council present at the hearing and voting.
ARTICLE III: OFFICERS
Section 1: The officers of the Association shall be a President, Vice-President, a Past President, Secretary, Treasurer, and Newsletter Editor, all of whom shall be Active Members of the Association. The officers shall be elected by the Active Members at an annual meeting by plurality of members voting. The President and Vice-President will serve for two year terms. The term of office for Secretary, Treasurer and Newsletter Editor shall be three years. Terms of officers shall begin at the close of the meeting at which they are elected and finish with the end of the meeting at which their successors are elected. The Newsletter Editor may hold another office.
Section 2: The officers shall have the powers and duties customarily associated with their respective offices in similar organizations and also such as shall specifically be delegated to them by the Council.
Section 3: Officers may succeed themselves in the same or in a different office of the Association.
Section 4: Honorary Officers may from time to time be
nominated and elected by the same procedures that are provided for the
nomination and election of Honorary Members.
ARTICLE IV: COUNCIL
Section 1: Except as otherwise required by law or provided in these Bylaws, management of the affairs of the Association shall be vested in a Board of Directors, which shall be known as the Council.
Section 2: The Council shall consist of officers of the Association, the immediate past President, and six Active Members elected for three year terms at an annual meeting by plurality of Active Members voting. The President, or in his absence, the Vice-President or another member of the executive, shall act as Chairman of the Council. Six shall constitute a quorum of the Council.
Section 3: The Council shall hold an annual meeting not more than one week preceding the annual meeting of the Association at a time and place designated by the President.
Section 4: Special meetings may be called at any time by the President or by any three members of the Council upon at least two weeks’ written notice to each member of the Council.
Section 5: Any one or more members of the Council or any committee member thereof may participate in a meeting of the Council or such committee by means of conference telephone call or similar communication 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 meetings.
Section 6: Any action required or permitted to be taken at a meeting of the Council, or any committee thereof, may be taken without a meeting if all members of the Council or the committee entitled to vote with respect to the subject matter thereof consent in writing to a resolution authorizing the action.
Section 7: Except as otherwise provided by law and these Bylaws, decisions of the Council shall be by majority vote of those members of the Council present and voting.
Section 8: The Council shall maintain a standing committee consisting of three members of the Council who shall review and approve all applications for membership.
Section 9: Members of the Council may be elected to a maximum
of three successive terms on the Council by the membership.
ARTICLE V: MEETINGS
Section 1: The annual meeting of the Association at which officers and members of the Council shall be elected shall be held at a time and place designated by the Council. The President shall arrange the order of business.
Section 2: The Secretary shall mail notice of the annual meeting of the Association to each member entitled to vote not less than thirty days before the meeting. Such notification shall state the time, place and general purposes of the meeting, together with the nominations made in accordance with Article XI, Section 2, and any amendments proposed in accordance with Article XIII, Section 1, of these Bylaws.
Section 3: The President shall preside at the annual meeting. In the absence of the President, the Vice-President or a member of the Council shall chair the meeting. The Secretary shall present the minutes of the prior annual meeting and shall describe the meetings of the Council which have been held since the last annual meeting. The Secretary will present a membership list containing all additions and deletions which have occurred since the last annual meeting. The Treasurer shall present an annual report of the financial condition of the Association. The accounts of the Treasurer shall be audited once yearly by a committee appointed by the President and this task shall be completed prior to the annual meeting.
ARTICLE VI: DUES AND FINANCES
Section 1: The amount of the annual dues for all classes of membership shall be determined by vote of the Active Members, except that Honorary Members and Members Emeritus shall pay no dues.
Section 2: All dues shall be payable annually by January first. If the dues of any member remain unpaid on March first, the Treasurer shall mail a notice of delinquency. If the dues of any member are not paid within sixty days after the mailing of such notice, the membership shall automatically terminate, unless the Council shall, in individual cases, waive this provision.
Section 3: Members who have been deleted for nonpayment of dues may be reinstated at any time before the close of the year in which they were terminated upon payment of the dues for that year.
Section 4: The fiscal year of the Association shall begin on October 1 and end on the following September 30.
ARTICLE VII: PUBLICATIONS
Section 1: The Association may issue its newsletter or other publications either independently or with an established journal within the terms of an agreement made between the Association and the proprietor of this journal.
Section 2: Members in all categories of membership shall receive regular subscriptions to the newsletter or other publications that print the official transactions of the Association.
Section 3: The newsletter will be published four times each
year. Additional numbers may be presented at the discretion of the editor.
ARTICLES VIII: AWARDS
Section 1: The Council shall have the privilege of establishing honorary lectureships and presenting awards in recognition of contributions of outstanding merit in the field of anesthesia history.
ARTICLE IX: RELATIONS WITH OTHER SOCIETIES
Section 1: The Association will maintain close liaison and cooperate with other societies whose interests include the study of the history of anesthesia.
ARTICLE X: COMMITTEES
Section 1: The President may appoint from the membership such Committees as are required to conduct and advance the business of the Association.
ARTICLE XI: NOMINATIONS AND ELECTIONS
Section 1: All candidates for office shall be nominated by a committee chaired by the Past President with two other members appointed annually by the President. Such nominations must be ratified by the full Council prior to the annual meeting of the Association.
Section 2: The Secretary shall mail the list of nominations to all members of the Association not less than thirty days before the annual meeting. Additional nominations may be made by any five members at any time previous to the voting.
Section 3: The Nominating Committee or any other nominators must provide proof of the willingness of the candidates to serve as an officer or member of Council.
Section 4: The officers of the Association and members of the Council shall be elected by a plurality of the valid votes cast at the annual meeting of the Association unless only one person has been nominated in which that nomination will constitute election to that position. Subject to the endorsement of the Nominating Committee, the Vice-President shall succeed to the office of President at the close of the annual meeting following his two year term in office.
Section 5: The terms of office of the first Council shall consist of two members elected for three year terms, two members for two year terms and two members for a one year term. As their terms expire their successors shall be elected for three year terms. One-third of the membership of the Council shall be elected each year, and any vacancies shall be filled by nomination and election.
Section 6: After election a subsequent vacancy in any office,
other than that of President, shall be filled by nomination of the President
with the approval of two-thirds of the Council at its next meeting. A vacancy in
the office of the President shall be automatically filled by the Vice-President
who shall serve for the unexpired portion of the predecessor’s term.
ARTICLE XII: COMPENSATION
Section 1: No compensation shall be paid the officers or members of the Council pursuant to any contractual arrangement whatever. Officers and Council Members may be reimbursed for actual expenses incurred by them in the performance of their duties.
ARTICLE XIII: AMENDMENTS
Section 1: Any five Active Members may propose changes in the Bylaws by presenting their proposals to the Secretary in writing not less than sixty days prior to any annual meeting. The Secretary shall send them to the Active members not less than thirty days before the meeting. The proposed changes shall then be considered at the meeting and shall become effective by a two-thirds vote of the Active Members voting.
ARTICLE XIV: PARLIAMENTARY AUTHORITY
Section 1: The conduct of all meetings of the Association shall be governed by proper parliamentary procedure.
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