Academy of Medicine Code of Regulations
STATEMENT
OF MISSION
The Wright State University Academy of Medicine is a community-based
service organization dedicated to supporting excellence in medicine
through education, research, and service. The Academy contributes to
student loans and scholarships, recognizes outstanding examples of professionalism,
and provides opportunities for fellowship in the medical community.
PREAMBLE
The Wright State University Academy of Medicine is an independent organization
of members of the faculty and friends of the Wright State University
School of Medicine dedicated to excellence in clinical practice through
education, research, and the preservation of high ethical principles.
Membership is open to all faculty members and others who support these
ideals. Funds contributed are used exclusively to achieve these goals
with emphasis on helping Wright State medical students who need financial
assistance.
I.
TITLE
The name of the organization shall be the Wright State University Academy
of Medicine, hereinafter referred to as the Academy.
II. PURPOSES
The purposes of the Academy are as follows:
A. To support the Wright State University School of Medicine and its
programs, with emphasis on students in financial need.
B. To recognize professional achievement in the practice of medicine.
C. To promote excellence in medical education and research.
III. MEMBERSHIP
A. Classes
1. Voting Members
a. Active Membership - Those members who are either life members
or have contributed a minimum of $250 annually.
b. Life Membership - Those active members who have attained age
60 and who have made a one-time contribution of $1000 or, if less
than 60 years old, have made a one-time contribution of $1000 plus
an additional $100 for each year of age under 60.
c. Associate Membership - Those members who are within five years
of residency or post-doctoral training and who contribute a minimum
of $50 per year.
d. Charter Membership - Those members who were members at the time
of the first Annual Meeting of the predecessor of the Academy on
May 18, 1978. .
2. Non-voting Members
a. Honorary Membership-Those members who, by outstanding service
to the purposes of the Academy, are invited to join without any
obligation.
b. Corporate Membership - Those corporations contributing a minimum
of $5000 per year to the Academy.
c. Special Membership - Those members contributing $500 to the
Wright State University School of Medicine, are invited to join
for one year, provided, however, such special membership is available
only one time.
B. The fiscal year of the Academy of Medicine shall begin on July 1st.
C. Membership Meetings
1. There shall be an Annual Meeting of the membership as announced by the Chair.
2. Twenty-five (25) members in good standing may submit a signed
petition for a meeting stating the reason for the meeting and giving
at least one month notice for the date of the meeting.
3. A quorum for the membership meeting shall consist of twenty-five
(25) members. There will be no voting by proxy.
D. The Academy may determine that contributions to the Wright State
University Foundation, designated for use by the Academy, will be considered
membership contributions to the Academy.
IV.
BOARD OF TRUSTEES
A. Composition -The Board of Trustees of the Academy shall be composed
of thirteen (13) members, of whom twelve (12) will be elected and one
will be ex officio. See section IV. B. 3. for potential exception. Members
of the Board of Trustees shall be members of the Academy and shall also
be faculty members of Wright State University School of Medicine and/or
physicians.
1. Elected Members - Of the twelve (12) elected members, it is desirable
to have representation from the fully-affiliated faculty, and the
voluntary faculty.
2. Ex officio Member - The Dean of the School of Medicine will serve
as an ex officio member with a vote.
3. Executive Support - Executive Support services shall be provided
by the advancement staff of the Wright State University School of
Medicine.
B. Election and Appointment - The elected members of the Board of Trustees
will serve staggered six (6) year terms. Upon the expiration of a term
of office a member is eligible for reelection after the passage of one
intervening year.
1. Nomination and term of office
a. Board of Trustees Nominations - The Chair
shall appoint a Nominating Committee composed of two members
of the Board of Trustees and one member at large. At the Annual
Meeting, the Nominating Committee shall submit a slate of candidates
for the vacated positions on the Board of Trustees with due regard
for IV. A. 1.
b. General Nominations - Other nominations to fill vacant positions
shall be added to the slate if supported by ten (10) or more signatures
of Academy members and submitted two weeks prior to the Annual Meeting.
Nominations, properly seconded, may also be made from the floor
at the Annual Meeting.
2. Election - Election of members of the Board of Trustees shall
be by simple plurality of a vote of the voting members present at
the Annual Meeting (provided that at least a quorum is present).
3. Appointment of Officers - The Board of Trustees shall elect from
among the members of the Board a Chair, Chair-Elect and Secretary
at the first meeting of the Board of Trustees following the Annual
Meeting every other year. The Chair shall take office immediately
upon election. The Chair shall serve for a term of two years and shall
not succeed himself or herself. To be eligible for election as Chair,
an individual must be a current elected member of the Board of Trustees
at the time of election. In the event the Chair’s term on the
Board of Trustees should expire at any time during his or her term
as Chair, that individual will be permitted to serve for the remainder
of the term with all the privileges of that office, and the privileges
accorded a duly elected Board of Trustees member. Further, all Chair’s,
whose Board of Trustees term expires while they serve as Chair, will
be requested to remain on the Board of Trustees for a period of two
years in the capacity of Immediate-Past Chair. This position will
be ex officio and without vote. In the event that the Chairperson,
shall be unable to performhis or her duties, then the Chair-Elect
will serve out the remainder of the term.
4. The Board of Trustees shall fill any vacancy
in its membership by appointment for the remainder of the unexpired
term. If the unexpired term is three years or less then the appointee
shall be eligible for reelection at the end of the term. If the unexpired
term is greater than three years then the appointee shall be eligible
for reelection only after the passage of one intervening year.
C. Duties
1. Board of Trustees - The Board of Trustees shall conduct the business
of
the Academy. It may appoint committees, as it deems necessary for
carrying out the purposes of the Academy. Standing committees shall
include Awards and Membership committees.
2. Officers
a. Chair - The Chair shall preside at all
meetings and exercise control of the general affairs of the Academy.
The Chair shall represent the Academy of Medicine at meetings of
the Wright State University Foundation if so invited.
b. Chair-elect – The chair elect shall
assume the duties of the Chair in the Chair’s absence or at
the request of the Chair.
c. Secretary - The Secretary shall give notice
of all meetings of the Board of Trustees, shall keep a record of
all proceedings of meetings of the Board of Trustees, and
shall prepare the minutes of each such meetings.
D. Meetings of the Board of Trustees
1. Annual Meeting - The
first Board meeting after the Annual Membership meeting shall be designated
as the Annual meeting of the Board.
2. Regular Meetings - The Board shall hold meetings throughout the
year or at such times upon the request of the Chairperson.
3. Special Meetings - The Chairperson shall call special meetings
of the Board upon the request of any five (5) members of the Board
of Trustees.
4. Notice of Meetings - Notice of any regular or special meeting
shall be given to each Trustee by telephone or mail at least three
days before the meeting. Such notice shall state the date, time, and
place of the meeting, but need not specify the purpose or purposes
of the meeting.
5. Waiver of Notice - Any notice required to be given to the Trustees
under the laws of the State of Ohio or under the provisions of these
Regulations, may be waived by written instrument signed by the person
or persons entitled to such notice, whether before or after the same
stated herein. Such written instrument shall be filed with or entered
upon the records of the meeting.
6. Quorum - At all meetings of the Board held in accordance with
the requirements herein, quorum shall consist of those members present.
7. Trustees’ Action Without a Meeting - Any action which may
be authorized or taken at a meeting of the Trustees may be authorized
or taken without a meeting by the unanimous written consent of such
Trustees pursuant to Section 1702.25, Ohio Revised Code.
V.
EARNINGS AND ASSETS
The Assets of the Academy shall be managed by Wright State University
or Wright State University Foundation unless otherwise designated by
the Board of Trustees. Any manager of Academy assets shall agree to
comply with the Academy directives and issue an annual report concerning
the assets to the Academy.
VI.
INDEMNIFICATION
The corporation shall, to the full extent permitted by the General
Corporation Law of Ohio, indemnify all persons whom it may indemnify
pursuant thereto.
VII.
CONFLICTS OF INTEREST
A. Any possible conflict of interest on the part of any Board member
or officer of the corporation shall be disclosed to the Board and made
a matter of record, either through an annual procedure or when the interest
becomes relevant to a matter of Board action.
B. Any Board member having a possible conflict of interest regarding
a matter before the Board shall not vote or use his/her personal influence
on the matter. Such Board member shall not be counted in determining
the meeting quorum regarding actions related to the potential conflict.
The minutes of the meeting shall reflect such disclosure, abstention
from voting, and the resulting quorum for action on that matter. The
foregoing requirements shall not be construed as preventing the Board
member from briefly stating his/her position in the matter, or from
answering pertinent questions from other Board members since his/her
knowledge may be of assistance. The Board member may not participate
in any debate regarding the matter.
VIII.
ADOPTIONS AND AMENDMENTS
A. The Articles of Incorporation may be recommended
for amendment by two-thirds vote of the Board of Trustees. Amendments
shall be effective immediately upon acceptance by the membership unless
otherwise specified.
B. This Code of Regulations may be adopted or amended at any meeting
of the General Membership of the Academy by a two-thirds vote of the
members present. There shall be no proxy voting. Proposed amendments
must be sent to the membership in writing at least two (2) weeks before
the meeting. Amendments shall be effective immediately upon acceptance
by the membership unless otherwise specified.
IX.
PARLIAMENTARY AUTHORITY
The current edition of Sturgis Standard Code of Parliamentary Procedure
governs this organization in all parliamentary situations that are not
provided for in law or in its charter, bylaws, or adopted rules.
Bylaws approved by the membership at the Annual Spring Dinner on
April 28, 2004.
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