THE HARVEY SOCIETY, INC
A SOCIETY FOR THE DIFFUSION OF
KNOWLEDGE OF THE MEDICAL SCIENCE
-- BY-LAWS --
Name and Purposes of the Society
SECTION 1. The name of the Society as recorded in the Constitution at the time of its founding in 1905 was The Harvey Society. In 1955, it was incorporated into the State of New York as The Harvey Society, Inc.
SECTION 2. The purposes for which this Society is formed are those set forth in its original Constitution and modified in its Certificate of Incorporation as from time to time amended. The purposes of the Society shall be to foster the diffusion of scientific knowledge in selected chapters of the biological sciences and related areas of knowledge through the medium of public delivery and printed publication of lectures by men and women who are workers in the subjects presented, and to promote the development of these sciences. It is not organized for pecuniary profit, and no part of the net earnings, contributions, or other corporate funds of the Society shall inure to the benefit of any private member or individual, and no substantial part of its activities shall be carrying on propaganda, or otherwise attempting, to influence legislation.
Offices of the Society
SECTION 1. The main office and place of business of the Society shall be in the City and County of New York. The Board of Directors may designate additional offices.
SECTION 1. The members of the Society shall consist of the incorporators, members of the hitherto unincorporated Harvey Society, and persons elected from time to time. The members of the Society shall constitute two classes: Active and Honorary Members. Active members shall be individuals with either the Ph.D. or the M.D. degree or its equivalent, residing or carrying on a major part of their work in the New York metropolitan area at the time of their election, who are personally making original contributions to the literature of the medical or biological sciences. Honorary members shall be those who have delivered a lecture before the Society and who are not Active members. Honorary members shall be exempted from the payment of dues. Active members who have remained in good standing for 35 years or who have reached the age of 65 and have remained in good standing for 25 years shall be designated Life members. They shall retain all the privileges of their class of membership without further payment of dues. Honorary members shall not be eligible to office, nor shall they be entitled to participate by voting in the affairs of the society. Volumes of The Harvey Lectures will be circulated only to Active members. Life members will be offered the opportunity to purchase The Harvey Lectures at the cost of the volume. Honorary members will receive only the volume containing their lecture. New Active members shall be nominated in writing to the Board of Directors by an Active member and seconded by another Active member. They shall be elected at the Annual Meeting of the Society by a vote of the majority of the Active members present at the meeting. Members who leave New York to reside elsewhere may retain their membership. Active members who have given a Harvey Lecture and who have moved out of the New York metropolitan area may, if they wish, become Honorary members. Membership in the Society shall terminate on the death, resignation, or removal of the member.
SECTION 2. Members may be suspended or expelled from the Society by he vote of a majority of the members present at any meeting of members at which a quorum is present, for refusing or failing to comply with the By-Laws, or for other good and sufficient cause.
SECTION 3. Members may resign from the Society by written declaration, which shall take effect upon the filling thereof with the Secretary.
Meetings of the Members of the Society
SECTION 1. The Society shall hold its annual meeting to Active members for the election of officers and directors, and for the transaction of such other business as may come before the meeting in the month of January or February in each year, at a place within the City of New York, and on a date and at an hour to be specified in the notice of such meeting.
SECTION 2. Special meetings of members shall be called by the Secretary upon the request of the President or Vice-President or of the Board of Directors, or on written request of twenty-five of the Active members.
SECTION 3. Notice of all meeting of Active members shall be mailed or delivered personally to each member not less than ten nor more than sixty days before the meeting. Like notice shall be given with respect to lectures.
SECTION 4. At all meetings of Active members of the Society ten Active members, present in person, shall constitute a quorum, but less than a quorum shall have power to adjourn from time to time until a quorum be present.
Board of Directors
SECTION 1. The number of direction constituting The Board of Directors shall be seven: the President, the Vice-President, the Secretary, and the Treasurer of the Society, and the four members of the Council. The number of directors may be increased or reduced by amendments of the By-Laws as hereinafter provided, within the maximum and minimum numbers fixed in the Certificate of Incorporation or any amendment thereto.
SECTION 2. The Board of Directors shall hold an annual meeting shortly before the annual meeting of the Society. Special meetings of the Board of Directors shall be called at any time by the Secretary upon the request of the President or Vice-President or of one-fourth of the directors then in office.
SECTION 3. Notice of all regular annual meetings of the Board shall be given to each director at least seven days before the meeting and notice of special meetings, at least one day before. Meetings may be held at any place within the City of New York designated in the notice of the meeting.
SECTION 4. The Board of Directors shall have the immediate charge, management, and control of the activities and affairs of the Society, and it shall have full power, in the intervals between the annual meetings of the Active members, to do any and all things in relation to the affairs of the Society.
SECTION 5. Council members shall be elected by the members of the Society at the Annual Meeting. One Council member is elected each year to serve for three years, there being three Council members at all times. Vacancies occurring on the Council for any cause may be filled for the unexpired term by the majority vote of the directors present at any meeting at which a quorum is present. Only Active members of the Society shall be eligible for membership on the Council.
SECTION 6. A majority of the Board as from time to time constituted shall be necessary to constitute a quorum, but less than a quorum shall have power to adjourn from time to time until a quorum be present.
SECTION 7. The Board shall have power to appoint individual or corporate trustees and their successors of any or all of the property of the Society, and to confer upon them such of the powers, duties, or obligations of the directors in relation to the care, custody, or management of such property as may be deemed advisable.
SECTION 8. The directors shall present at the Annual Meeting a report, verified by the President and Treasurer, or by a majority of the directors, showing the whole amount of real and personal property owned by the Society, where located, and where and how invested, the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of the acquisition; the amount applied, appropriated, or expended during the year immediately preceding such date, and the purposes, objects, or persons to or for which such applications, appropriations, or expenditures have been made; and the names of the persons who have been admitted to membership in the Society during such year, which report shall be .led with the records of the Society and an abstract thereof entered in the minutes of the proceedings of the Annual Meeting.
SECTION 1. The Board of Directors may appoint from time to time such committees as it deems advisable, and each such committee shall exercise such powers and perform such duties as may be conferred upon it by the Board of Directors subject to its continuing direction and control.
SECTION 1. The officers of the Society shall consist of a President, a Vice-President, a Secretary, and a Treasurer, and such other officers as the Board of Directors may from time to time determine. All of the officers of the Society shall be members of the Board of Directors.
SECTION 2. The President shall be the chief executive officer of the Society and shall be in charge of the direction of its affairs, acting with the advice of the Board of Directors. The other offices of the Society shall have the powers and perform the duties that usually pertain to their respective offices, or as may from time to time be prescribed by the Board of Directors.
SECTION 3. The officers and the directors shall not receive, directly or indirectly, any salary or other compensation from the Society, unless authorized by the concurring vote of two-thirds of all the directors.
SECTION 4. The officers shall be elected at the Annual Meeting of the Active members. All officers shall hold office until the next Annual Meeting and until their successors are elected or until removed by vote of a majority of the directors. Vacancies occurring among the officers for any cause may be filled for the unexpired term by the majority vote of the directors present at any meeting at which a quorum is present. Officers must be Active members of the Society.
SECTION 1. The fiscal year of the Society shall be the calendar year.
SECTION 2. The seal of the Society shall be circular in form and shall bear the words "The Harvey Society, Inc., New York, New York, Corporate Seal."
SECTION 1. These By-Laws may be added to, amended, or repealed, in whole or in part, by the Active members or by the Board of Directors, in each case by a majority vote at any meeting at which a quorum is present, provided that notice of the proposed addition, amendment, or repeal has been given to each member or director, as the case may be, in the notice of such meeting.