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CONSTITUTION AND BY-LAWS

CONSTITUTION

ARTICLE I - NAME

   This Society shall be known as the AMERICAN CLINICAL AND CLIMATOLOGICAL ASSOCIATION.

ARTICLE II - OBJECT

   Section 1.-The American Clinical and Climatological Association is organized exclusively for educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law).

   Section 2.-No part of the net earnings of the American Clinical and Climatological Association shall inure to the benefit of, or be distributable to its members, Council, officers or other private persons, except that the American Clinical and Climatological Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the paragraph above.

   Section 3.-No substantial part of the activities of the American Clinical and Climatological Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the American Clinical and Climatological Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

   Section 4.-Notwithstanding any other provision of these articles, the American Clinical and Climatological Association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by an organization contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law).

   Section 5. -Upon dissolution of the American Clinical and Climatological Association, the Council shall, after paying or making provision for the payment of all of the liabilities of the American Clinical and Climatological Association, dispose of all of the assets of the American Clinical and Climatological Association exclusively for the purposes of the American Clinical and Climatological Association in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as at the time shall qualify as an exempt Association under Section 501(c) (3) of the Internal Revenue Code (or the corresponding provisions of any United States Internal Revenue Law), as the Council shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the American Clinical and Climatological Association is then located, exclusively for such purposes or to such Association, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III - MEMBERSHIP

   Section 1.-This Association shall consist of honorary, emeritus, active and provisional  members. The number of active and provisional members shall not exceed 175.

   Section 2.-The names of new candidates for active membership, each endorsed by three active or emeritus members of the Association, shall be sent to the Secretary within eight months after the Annual Meeting. The Secretary shall list their names, make a summary of the candidates' qualifications, and mail the list to each member with the request that comments concerning the candidates be returned to the Secretary for presentation to the Council. The Council will then act upon these at its meeting to be held the day before the first scientific session. Such as are approved by the Council shall be considered elected as provisional members who must submit a paper, acceptable to the President, for presentation at the annual meeting within two years of election to become an active member.  Provisional membership may not extend beyond two years.

   Section 3.-The names of candidates for honorary membership shall be sent by either active or emeritus members to the Secretary not later than 6 months after the annual meeting. The Secretary shall submit these names to a special committee consisting of 4 members appointed by the President and known as the Committee on Honorary Members. This Committee shall submit suitable names to the Council which shall vote regarding their election at the Council meeting before the annual meeting.

   Section 4.-Emeritus Status: a) An active member in good standing will be advanced to Emeritus Membership upon satisfying two criteria: i) Participating for seven (7) years as an active member, and ii) Reaching the age of 65 years. b) Under special circumstances, such as prolonged illness, removal to a far country, retirement from professional activities or financial distress, the Council may transfer any active member to Emeritus Membership at any time.

  An Emeritus Member shall have all the rights and privileges of an active member including eligibility to hold office, but shall not be subject to the penalties noted in Article III, Section 5.

   Section 5.-Any member of the Association absent from the meetings, in person, for three consecutive years, without sufficient cause, shall be dropped from the list of members by vote of the Council.

ARTICLE IV - OFFICERS

   Section 1.-The officers of this Association shall consist of a President, a President-Elect, a Vice-President, a Secretary-Treasurer, and a Recorder, who with eight other members, shall constitute the Council of the Association.

   Section 2.-Nominations. The officers including the Council shall be nominated by a committee of at least five members, which committee shall be appointed by the President and notified to the members of the Association in the February letter.  The report of the Nominating Committee will be given at the first business meeting.

   Section 3.-Elections. The election of officers shall take place at the business meeting. A majority of votes cast shall constitute an election.

   Section 4.-The President, President-Elect, Vice-President, Secretary-Treasurer and Recorder shall enter upon their duties at the close of the annual meeting at which they are elected, and shall hold office until the close of the next annual meeting or until their successors are elected.  The President-Elect shall become President at the close of the next annual meeting.

   Section 5.-Members of the Council, other than the officers, shall hold office for four years, two members being elected at each annual meeting.

   Section 6.-Vacancies. Any vacancy occurring among the officers of the Association during the year may be filled by the Council.

ARTICLE V - DUTIES OF OFFICERS

President, President-Elect, and Vice-President

   Section 1.-The President shall be ex-officio Chair of the Council. The President shall be responsible for the program; for the number, the selection, and the arrangement of formal papers, and for any informal meetings or round table discussions.  The President shall invite the speakers for the Annual Dinner and may invite guests to any and all parts of the meeting.  The President-Elect shall assist the President in carrying out his or her duties.  In the President's absence, the Vice President shall preside.

Secretary/Treasurer

   Section 2.-The Secretary shall attend and keep a record of all the meetings of the Association and of the Council, of which the Secretary shall be ex officio Clerk.  The Secretary shall notify candidates of their election to membership and shall send a preliminary notification of the annual meeting two months prior thereto, and the program for the annual meeting at least two weeks prior to its assembly, to all the members of the Association.  The Secretary shall also send notification of the meetings of the Council to the members thereof.  At each annual meeting of the Association the Secretary shall read the Minutes of the previous meeting and of all the meetings of the Council that have been held during the current year.

   Section 3.-The Treasurer shall receive all money due, pay all debts therewith, and shall render an account thereof at the annual meeting, at which time an auditing committee shall be appointed to report.

Recorder

   Section 4.-The Recorder shall secure the papers read and also proper notes of the discussions thereon and shall superintend, under the direction of the Council, the publication and distribution of the Transactions. The Recorder shall arrange for a Recorder-Stenographer, if any.

ARTICLE VI - COUNCIL

    The Council shall meet as often as the interests of the Association may require.

    Four members shall constitute a quorum.

    It shall have the management of the affairs of the Association, subject to the action of the Association at its annual meetings. 

    It shall consider the qualifications of candidates recommended to it for admission to membership.

    It shall have the entire control of the publications of the Association, with the power to reject such papers or discussions as it may deem best.

    It shall have power to elect active members at the annual meeting.

    The Council shall have power to invite any nonmember to read a paper at the annual meeting, on any subject within the scope of the objects of this Association.

    The Council shall determine questions by vote, or-if demanded-by ballot, the President having a casting vote.

    The Council shall constitute a Board of Trial for all offenses against the Constitution and By-Laws, or for unbecoming conduct, and shall have the sole power of moving the expulsion of any member.

    The President, or any two members, may call a meeting, notice of which will be transmitted to every member two weeks prior to the meeting.

ARTICLE VII - PAPERS

   Section 1.-The titles of all papers to be read at any annual meeting shall be forwarded to the President not later than four months before the annual meeting.

   Section 2.-No paper shall be read before the Association which has already been printed or been read before another body.

ARTICLE VIII - QUORUM

A quorum for business shall be ten (10) members.

ARTICLE IX - AMENDMENT

   Section l.-This Constitution may be amended by four-fifths (4/5) vote of all members present at an annual meeting, provided that notice of the proposed amendment has been printed in the notification of the meeting at which the vote is to be taken.

   Section 2.-By-Laws may be amended at any business meeting of the Association by a three-fourths (3/4) vote of all members present and voting.    

BY-LAWS

   (1) Meetings of the Association shall be held annually.

   (2) The time and place of the meeting shall be determined by the Council.

   (3) The Secretary, in consultation with the President and the Council shall select the hotel; confer with the management about rooms and prices, arrange for the meeting room, for special luncheons, for special entertainment as necessary, and arrange for the Annual Dinner. The Secretary shall have custody of the lantern.

   (4) The dues of active members shall be set by Council. Members in arrears shall not be entitled to vote. Those in arrears for two years may be dropped from membership by recommendation of the Council. Honorary members and emeritus members shall pay no dues.

   (5) Candidates for membership that have not been favorably considered by the Council within three years shall be dropped from consideration, but may be renominated.

   (6) As voted by the Council in 1936 and practiced since that time, the fund of money known as the Gordon Wilson Fund shall be maintained by the Treasurer who shall receive subscriptions to this fund and invest them with the approval of the Council. The income from the Fund shall be used for the expenses of the Gordon Wilson Lectureship. The Lecturer shall receive a bronze medal suitably engraved as well as an honorarium and travel and hotel expenses paid from the income from the Gordon Wilson Fund, supplemented, if necessary, by money from the general funds of the Association.

   (7) The sum of money bequeathed by the late Jeremiah Metzger to the Association in 1960 will be maintained intact by the Treasurer and will be known as the Metzger Fund. The income is to be used for such purposes as may be considered worthwhile by the Council.

   (8) Order of business meeting:

   First day:

      Minutes of previous meeting.

      Secretary-Treasurer's reports.

      Recorder's report.

      Report on meeting arrangements.

      Appointment of Auditing Committee.

      Appointment of Nominating Committee.

   Final morning session:

       Report of Auditing Committee.

       Report on the election of new members.

       Report of Nominating Committee.

       Election of Officers. Other business.

       Adjournment of business meeting.

   (9) A member's spouse who is a physician may submit a title (as author or co-author) for a paper to be read at an annual meeting. A member's spouse who is a physician may participate in discussions of papers read at an annual meeting.

   (10) There shall be a Finance Committee appointed by the President which shall consist of four members serving overlapping four year terms with the President, Immediate Past-President, President-Elect and Secretary-Treasurer serving as ex officio members. They will advise the Secretary-Treasurer on the investment and reinvestment of funds and on other financial matters.