Academy of Medicine Code of Regulations

Statement of Mission
Preamble

I. Title
II. Purposes
III. Membership
IV. Board of Trustees
V. Earnings and Assets
VI. Indemnification
VII. Conflicts of Interest
VIII. Adoptions and Amendments
IX. Parliamentary Authority

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.

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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