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Anesthesia History Association
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BYLAWS OF THE
ANESTHESIA HISTORY ASSOCIATION
Draft 2008 v.5

ARTICLE I: NAME

The name of the Association shall be the Anesthesia History Association, hereafter noted in these Bylaws as “the Association.”

ARTICLE II: PURPOSES

Section 1         The purposes of the Association are:
a. To provide a forum for discussion of matters relating to anesthesia history
b. To stimulate improvements in anesthesia history education for anesthesiologists, anesthesiology residents, and medical students.
c. To encourage research in anesthesia history.
d. To collect and disseminate information relating to anesthesia history.
e. To cooperate with other organizations in matters relating to anesthesia history.

Section 2         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 3         The property of the Association is irrevocably dedicated to scientific and educational purposes and no part of the income or assets of this Association shall ever inure to the benefit of any Officer or member thereof or to the benefit of any private person.

ARTICLE III: MEMBERSHIP AND DUES

Section 1         There shall be four classes of members: Active, Junior, Honorary, and Emeritus.

a. Active Member. 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. Affirmative majority vote of the Membership Committee shall constitute approval of membership application.

b. Junior Member. Any person interested in the History of Anesthesia who is enrolled as a student, resident, fellow, or other trainee in any undergraduate or graduate training program may be eligible for Junior Membership. Affirmative majority vote of the Membership Committee shall constitute approval of membership application.

c. Honorary Member. 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. Names of proposed candidates for Honorary Membership shall be submitted in writing to the members of the Council at least sixty days prior to an annual business meeting. Honorary Members shall be excused from the payment of dues.

d. Emeritus Member: Any Active Member who has belonged to the Association for 15 years and who at the time of an annual business meeting shall have retired from active practice of clinical anesthesia, or having reached the age of 70 years, will upon request to the Council become an Emeritus Member and be excused from payment of dues.

Section 2         Only Active Members may vote and hold office.

Section 3         Dues for each membership class shall be determined by the Council. All dues shall be payable annually by January 1. If the dues of any member remain unpaid on March 1, 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, in individual cases, waive this provision by majority vote.

Section 4         New membership shall not become effective until the Treasurer has received the first year’s dues.

Section 5         Members may be expelled for (1) failure to pay dues (see Article III, Section 3), (2) failure to abide by the provisions of these bylaws, or (3) persistent disruption of the general or committee meetings of this Association. Expulsion of a member due to (2) or (3) shall be determined by a majority affirmative vote of the Council after a hearing at which the member in question may be present. Restoration of membership after expulsion may be given only by a majority affirmative vote of the Council, after application by the expelled person.

Section 6         Any member may resign from the Association by giving notice to the Board of Directors in writing, or by fax, e-mail, or other electronic means. Resignation shall take effect at the time of acceptance by majority vote of the Council. There shall be no dues refund.

ARTICLE IV: OFFICERS AND EXECUTIVE DIRECTOR

Section 1         The Officers of the Association shall be: President, Vice President, Immediate Past President, Secretary, Treasurer, and Editor of the Association’s newsletter, the Bulletin of Anesthesia History, hereafter noted in these Bylaws as “the Newsletter.”

Section 2         All Officers must be members of the Association.

Section 3         Officer elections and terms of office:

  1. The Officers shall be elected by the Active Members at the annual business meeting by plurality of Active Members voting. In the event that a physical annual business meeting cannot take place due to extraordinary circumstances, the Council may, by majority vote, conduct the election process by electronic or mail ballot.
  2. The President and Vice President will serve for two-year terms.
  3. The term of office for Secretary, Treasurer, and Newsletter Editor shall be three years.
  4. Terms of Officers shall begin at the conclusion of the business meeting at which they are elected and finish with the conclusion of the business meeting at which their successors are elected.   
  5. Officers may succeed themselves in the same office or in a different office of the Association.         
  6. Only the Newsletter Editor may concurrently hold another office in the Association.

 

Section 4         Any Officer may be removed, with or without cause, by a majority affirmative vote of two-thirds of the Council after a hearing at which the Officer in question may be present.

Section 5         Any Officer may resign by giving formal notice to the Council in writing or by fax, e-mail, or other electronic means. Resignation shall take effect on the date of acceptance by the Council. Acceptance shall be by a majority affirmative vote of the Council.
 
Section 6         A vacancy in the office of the President shall be filled for the unexpired term by the Vice President. A vacancy in any other office shall be filled for the unexpired term by an Active Member selected by majority vote of the Council.
 
Section 7         The President shall be the chief administrative officer of the Association, chairman of the Council, ex‑officio member of all other committees, and chairman of the annual business meeting of the Association. The President shall have all power and duties as are conferred upon him/her by the Bylaws and shall perform such other duties as may be assigned by the Council.

Section 8         The Vice President shall assume the duties of the President if the President is absent or unable to perform the duties of the office. The Vice President shall become familiar with the current issues in the Association and the people doing its work.                                                                               

Section 9         The Secretary shall ensure that a record of official meetings of the Association and of the Council is kept and will ascertain that all other documents and records required by law are maintained and are available for inspection by any Active Member of the Association Further, there shall be maintained a register of names and addresses of all members. Further, the Secretary shall perform such other duties as may be assigned by the Council.

Section 10        The Treasurer shall be the general financial officer of the Association, shall keep full and accurate accounts of all receipts and disbursements, and shall ensure the deposit of all monies and other valuables in the name of, and to the credit of, the Association in such depositories as may be directed by a majority vote of the Council, The Treasurer shall make available for inspection by any Active Member all financial records of the Association and shall perform such other duties as may be assigned by the Council.

Section 11        An Executive Director may be appointed to act on behalf of the Association. The Executive Director shall be appointed by, and may be removed from office by, majority vote of the Council. The Executive Director is not an Officer of the Association.

Section 12        The President, or another Officer of the Association with approval of the President, shall sign any contracts with other organizations or persons.

ARTICLE V: 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 the six Officers of the Association, and of six Active Members elected as At-Large Council members for three-year terms at an annual business meeting by plurality of Active Members voting. The President, or in his/her absence, the Vice President or another Officer, shall act as Chair of the Council. Six shall constitute a quorum of the Council.

Section 3         The Council shall hold an annual business meeting not more than one week preceding the annual meeting of the Association at a time and place designated by the President in consultation with the Council.

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 or electronic 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 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 or via e-mail 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 Membership Committee, consisting of three members of the Council, which shall review all applications for membership.

Section 9         The At-Large members of the Council may be elected to a maximum of three successive terms on the Council by the Active Members.

ARTICLE VI: COMMITTEES

Section 1         The President may appoint from the Association membership such committees as are required to conduct the business of the Association.

Section 2         Each committee shall prepare a detailed account of its activities and recommendations and submit it to the administrative office of the Society not later than thirty days prior to the annual business meeting. At the annual business meeting there shall be an oral report from each committee.

ARTICLE VII: MEETINGS

Section 1         The annual business 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 President in consultation with the Council. The President shall arrange the order of business.

Section 2         The Secretary shall mail notice of the annual business meeting of the Association to each Active Member not less than thirty days prior to the meeting. Such notification shall state the time, place, and general purposes of the meeting, together with the nominations made in accordance with Article XIII, Section 1, and any Bylaws amendments proposed in accordance with Article XV, Section 1, of these Bylaws.

Section 3         The President shall preside at the annual business 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 business meeting and shall describe the meetings of the Council which have been held since the last annual business meeting. The Secretary shall also present a membership list containing all additions and deletions which have occurred since the last annual business meeting. The Treasurer shall present an annual report of the financial condition of the Association.

ARTICLE VIII: FUNDS AND EXPENDITURES

Section 1         Funds for the Association may be derived from dues, special assessments, voluntary contributions, fees or income from publications. Expenditures shall be made only within the limits of funds available.

Section 2         The fiscal year of the Association shall begin on October 1 and end on the following September 30.

Section 3         The Council shall present the annual budget at the annual business meeting.

Section 4         The accounts of the Treasurer shall be audited once annually by a committee appointed by the President and this task shall be completed prior to the annual business meeting.

ARTICLE IX: REPORTS

Section 1         Each committee shall prepare annually a detailed account of its activities and recommendations and submit it to the administrative office of the Association not later than thirty days prior to the annual business meeting.

Section 2         At the annual business meeting there shall be an oral report from each committee.

Article X: PUBLICATIONS

Section 1         The Association may issue its newsletter, known as the Bulletin of Anesthesia History, and other publications either independently or with an established journal within the terms of an agreement made between the Association and the proprietor of said journal.

Section 2         Members in all categories of membership shall receive regular subscriptions to the Bulletin of Anesthesia History and other publications that print the official transactions of the Association.

Section 3         The Bulletin of Anesthesia History shall be published at a frequency established by the Council. Additional issues may be published at the discretion of the Council.

Article XI: 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 XII: 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 XIII: NOMINATIONS AND ELECTIONS

Section 1         All candidates for office shall be nominated by a Nominating Committee chaired by the Immediate Past President with two other members appointed annually by the President. Such nominations must be ratified by majority vote of the entire Council prior to the annual meeting of the Association.

Section 2         The Secretary shall mail the list of nominations to all Active Members of the Association not less than thirty days before the annual business meeting. Additional nominations may be made by any five members at any time prior 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 At-Large Council members shall be elected by a plurality of the valid votes cast at the annual business meeting of the Association. If only one person has been nominated, that nomination will constitute election to that position. Subject to the endorsement by majority vote of the Nominating Committee, the Vice President shall succeed to the office of President at the close of the annual business meeting following his/her two-year term in office.

Section 5         With the exception of the President and Vice President, who serve for two-year terms, all Council members serve for three-year terms. One third of the At-Large membership of the Council shall be elected each year, and any vacancies shall be filled by nomination and election as specified in these Bylaws.

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.

Section 7         The term of office of any Officer or Council member appointed midterm will expire at the conclusion of that term and will not count as a full term.

ARTICLE XIV: PARLIAMENTARY PROCEDURE

Section 1         The conduct of all meetings of the Association shall be governed by parliamentary procedure. The latest edition of Robert’s Rules of Order shall govern all questions of parliamentary procedure.

ARTICLE XV: BYLAWS 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 XVI: COMPENSATION

Section 1         No compensation shall be paid to the Officers or members of the Council pursuant to any contractual arrangement whatsoever. Officers, Council members, and committee members may be reimbursed for actual expenses, excluding Association meeting attendance, incurred in the performance of their duties.

ARTICLE XVII: TERMINATION OR DISSOLUTION

Section 1         In the event of termination, liquidation or dissolution of this Association, the remaining assets of the corporation, after paying or adequately providing for the debts and obligations of this corporation, shall be distributed to the Wood Library‑Museum of Anesthesiology. If any assets cannot be distributed to the Wood Library‑Museum of Anesthesiology, the Council shall determine the recipients of the assets. Notwithstanding the above, the remaining assets shall be distributed only for one or more exempt purposes within the meaning of IRC Section 501 (c) (3) or corresponding section of any future Federal Tax code.