The American Association of Obstetricians and Gynecologists Foundation, Inc. By-laws
Article I. Members
Section 1: Annual meetings. The annual meeting of the members of the American Association of Obstetricians and Gynecologists Foundation, Inc., shall be held in the same city as, and during, the annual meeting of the American Gynecological and Obstetrical Society. In the call of this meeting, the time and place shall be fixed by the President. Notice of annual meetings shall be published in the official program for the annual meeting of the American Gynecological and Obstetrical Society over the names of the President and Secretary-Treasurer, and no other or further notice shall be required.
Section 2: Special meetings. Special meetings of members of the Foundation shall be called by the President, who in the call shall fix the time and place of the meeting and shall further state the business to be considered. Special meetings of the members shall be held on 30 days' written notice, which shall be given by the Secretary-Treasurer to all members as to the time, place, and purposes thereof. The President shall be required to call a special meeting of the members upon resolution adopted by the Board of Trustees at a duly constituted meeting or upon written request of three trustees or 25 members of the Foundation; such requests shall state the business to be considered.
Section 3: Quorum. The presence of 15 members shall constitute a quorum.
Section 4: Place of meetings. Meetings of the members of the Foundation need not be held at its registered office or elsewhere in the State of Michigan; such meetings may be held in any place in the United States or in any other place in the Western Hemisphere.
Article II. Trustees
Section 1: Trustees generally. The affairs of the Foundation shall be managed by a Board of six (6) Trustees, consisting of four (4) Trustees elected by the membership and two (2) Trustees whose offices entitle them to serve on the Board, those being the President of the American Gynecological and Obstetrical Society, and the President-Elect of the American Gynecological and Obstetrical Society.
(a) Trustees elected by membership. The Trustees elected by the membership shall serve as President, Vice President, and Secretary-Treasurer of the Foundation, and Chair of the American Association of Obstetricians and Gynecologists Foundation Endowment Fund Committee. The term of office of each of the four elected Trustees shall be three years. Each elected Trustee may be re-elected for one additional three year term. Terms of office shall be arranged so that the term of office of at least one elected Trustee shall expire at the time of the annual meeting of the members each year. At each annual meeting of the members, the members shall elect one or more Trustee(s) to replace the Trustee(s) whose term of office then expires. In addition, if the office of any other elected Trustee shall then be vacant, or if there shall then be serving on the Board a Trustee who shall have been appointed to fill the unexpired term of a previously elected or appointed Trustee, the members shall elect an additional Trustee, or Trustees, as the case may be, to fill such vacancy, or vacancies, for the uncompleted respective terms of office. All such elections shall be conducted by ballot. All members of the Foundation, except honorary members, are eligible for election as Trustees.
The nominees for the position of Trustee shall be chosen be the Nominating Committee of the American Association of Obstetricians and Gynecologists Foundation and election shall be carried out by the members of that organization.
(b) Trustees by virtue of the offices they hold. The President and the President-Elect of the American Gynecological and Obstetrical Society, while authorized to attend Trustees' meetings and to participate in their deliberations, shall not have the power to vote at such meetings. The terms of office of these two Trustees shall coincide with the terms of the offices which entitle them to serve as Trustees.
Section 2: Elected trustees; vacancies. Vacancies in the office of an elected Trustee may be filled by majority vote of the remaining Trustees. Each person so appointed shall serve as a Trustee until that Trustee or a successor is elected by the membership membership. No special meeting of the membership shall be called for the sole purpose of electing a Trustee. However, at any special meeting of the membership called for another previously stated purpose, while a Trustee appointed by the Board to fill a vacancy in the office of elected Trustee is serving, action shall be taken by the membership to confirm or replace the said Trustee, providing 30 days' notice of the impending election shall have been given to the membership by the Secretary-Treasurer.
Section 3: Annual meetings. The annual meeting of the Board of Trustees shall be held without call or notice in the same city as, and on the day prior to or during, the annual meeting of the members of the American Gynecological and Obstetrical Society.
Section 4: Special meetings. Special meetings of the Board of Trustees shall be held upon call by the President. The Secretary-Treasurer shall be required to provide in writing 30 days' notice of special meetings, giving the time, place, and business to be considered. The President shall be required to call a special meeting of the Board of Trustees upon resolution adopted by a majority of the members of the Board of Trustees at a duly constituted meeting or upon written request of three (3) Trustees, such request to state the business to be considered.
Section 5: Quorum. Four (4) Trustees present shall constitute a quorum at a meeting of the Trustees, even though only three of the Trustees present have the power to vote.
Section 6: Place of meetings. Meetings of the Board of Trustees of the Foundation need not be held at its registered office or elsewhere in the State of Michigan. Such meetings may be held in any place in the United States or in any other place in the Western Hemisphere.
Section 7: Committees. The Board of Trustees may by resolution adopted by a majority of members of the Board appoint such committees, standing or special, as it may deem appropriate, to assist it in administering the affairs of the Foundation. The President shall nominate, for Board approval, committee members and chairs, other than the chair of the American Association of Gynecologists and Obstetricians Foundation Endowment Fund Committee.
a) Nominating Committee. This committee shall consist of five (5) members. They shall be appointed by the President of the American Association of Obstetricians and Gynecologists Foundation after approval of the Board of Trustees has been obtained. At the interim meeting of the Board of Trustees this committee shall present nominations for the offices of President, Vice President, Secretary-Treasurer and Chairman of the Endowment Fund Committee whenever the term of office of any of these individuals is to terminate at the time of the subsequent annual meeting.
b) Endowment Fund Committee. A standing committee shall be the American Association of Obstetricians and Gynecologists Foundation Endowment Fund Committee. This committee shall consist of the Chair, four (4) ex-officio members, and up to six (6) additional members. The ex-officio members shall not have voting rights. They shall be the President, the immediate Past President and the President-Elect of the American Gynecological and Obstetrical Society and the Secretary-Treasurer of the American Association of Obstetricians and Gynecologists Foundation. The Chair shall be nominated by the Nominating Committee of the American Association of Obstetricians and Gynecologists Foundation and elected by the voting members of that organization. Upon election he or she shall become a Trustee of the American Association of Obstetricians and Gynecologists Foundation. His or her term of office shall be three years and he or she shall be eligible for re-election for one additional term. In addition to the Chair and the officers noted above up to six (6) additional members may be appointed. They shall be designated by the Trustees of the American Association of Obstetricians and Gynecologists Foundation. The term of office shall be three years and each shall be eligible for a second term.
The committee shall make recommendations to the Board of Trustees of the American Association of Obstetricians and Gynecologists Foundation concerning activities to be undertaken to fulfill the purpose of that organization. It shall be concerned with the selection of fellows to be supported by the organization and measures to ascertain that the objectives of these fellowships are being attained by the individuals involved.
Section 8: Powers and duties of Trustees. The Board of Trustees shall have the power to refuse to accept on behalf of the Foundation gifts, bequests, and acquisitions of any type which do not conform to the purposes of the Foundation as stated in Article III of the Articles of Incorporation or which carry restrictions as to Trustee management or disposition. The Board of Trustees shall review and approve or disapprove of the management of all investments, and requests for funds from various sources. It shall promote donations and bequests to the Foundation.
Proposals for expenditures from the Foundation for new programs must be submitted in writing to the Secretary of the Foundation and to the Secretary of the American Gynecological and Obstetrical Society at least thirty days before the interim meeting of the Council of the American Gynecological and Obstetrical Society. These may be submitted by individual members, the Council of the American Gynecological and Obstetrical Society or the Endowment Fund Committee. The Board of Trustees of the American Association of Obstetricians and Gynecologists Foundation will consult with the Council of the American Gynecological and Obstetrical Society concerning all programs proposed for financing and it will seek advice from the Council concerning any and all expenditures, it being understood that the purpose of these expenditures is to further the goals of the Foundation in a manner consistent with the wishes of the donors as best they can be understood.
The Board of Trustees of the Foundation will report annually to the membership concerning the financial status of the Foundation, the expenditures therefrom and recommendations for programs to be financed by the Foundation. New programs to be financed by the Foundation must be approved by the membership of the Foundation.
Article III. Officers
Section 1: Officers generally. The officers of the Foundation shall be a President, a Vice-President and a Secretary-Treasurer. The term of office for each position shall be three years and each officer shall be eligible for re-election for one additional 3-year term.
Section 2: President. The President shall be the chief executive officer and shall have and exercise generally the powers and duties pertaining to such office. He or she shall prepare or cause to be prepared, and shall submit to the annual meeting, a report of the business activities and affairs of the Foundation.
Section 3: Vice-President. During any vacancy in the office of President, and during the absence or disability of the President, or at his or her direction, the Vice-President shall have and may exercise all of the powers and perform all of the duties of the President.
Section 4: Secretary-Treasurer. The Secretary-Treasurer shall keep, or cause to be kept, in proper form, the minutes and records of all corporate proceedings. He or she shall have and may exercise all powers and duties pertaining to the offices of Secretary and of Treasurer. He or she shall be the chief financial officer of the Foundation and shall keep, or cause to be kept, true and accurate accounts of all financial transactions thereof. He or she shall prepare, or cause to be prepared, audits of the books of the Foundation in accordance with accepted accounting practices and shall render from time to time, upon demand, to the Trustees and to the President, reports of all matters within his or her jurisdiction and shall make an annual report audited by a certified public accountant.
Section 5: Compensation of officers. The Trustee serving as Secretary-Treasurer may be paid a reasonable salary commensurate with the duties of the office. No other members, officers or Trustees may receive compensation.
Section 6: Bonding of officers. The Board of Trustees may require the Secretary-Treasurer, and/or any other officers of the Foundation, to furnish a fidelity bond for their faithful performance to the Foundation. The amount of such bond shall be determined by the Board of Trustees by resolution. The premiums for all bonds obtained in accordance with this By-Law shall be paid by the Foundation.
Article IV. Depository
The Board of Trustees, at its discretion, may designate a depository for the custody and keeping of the funds of the Foundation, and also such securities and other property of the Foundation as the Board shall determine. Such depository shall be a bank, trust company, or other nationally recognized depository located in such city and state in the United States as may be determined by the Board of Trustees.
Article V. Fiscal Year
The fiscal year of the Foundation shall be August 1 through July 31.
Article VI. Indemnification
The Foundation shall indemnify and hold harmless any and all of its officers, Trustees, and employees, whether or not then in office (and their personal representative and heirs) against all reasonable expenses actually and necessarily incurred by him or her, including but not limited to judgments, attorney's fees and court costs, in connection with the defense of any litigation or administrative proceeding to which he or she may have been a party because he or she is or was a Trustee, officer, or employee of the Foundation; provided, however, such officer, Trustee, or employee shall have no right to reimbursement in relation to matters in which he or she has been adjudged liable to the Foundation for willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his or her office or employment. The Foundation may indemnify any person, including any Trustee or officer, or former Trustee or officer, consistent with and to the extent provided by applicable law, including but not limited to Sections 450.1561 through 450.1569 of Michigan Compiled Laws, as from time to time amended.
Article VII. Amendments.
These By-Laws may be altered, amended, or repealed at any time by the affirmative vote of a majority of the members at any regular meeting of the members, or at any special meeting of the members, if notice of the proposed alteration, amendment, or repeal be given at least 30 days prior to said meeting.
Revised and AmendedSeptember 4, 1998