Constitution and By-Laws
The name of the organization shall be the ASSOCIATION OF UNIVERSITY CARDIOLOGISTS, INCORPORATED.
The purposes for which the Association is to be formed are educational and scientific within the meaning of Section 501(c)(3) of the Internal Revenue Code, including the stimulation of interest in academic cardiology, sponsoring, promotion and dissemination of the results of scientific research in the field of adult cardiology, and the advancement of education by creating an educational forum for singularly outstanding university faculty members holding positions in adult cardiology and who are recognized as leaders in education and research.
ARTICLE III. Membership
Section I. Membership requirements shall be as follows:
An individual under sixty-six (66) years of age who occupies a full-time university faculty position in adult cardiology, who has major clinical teaching and research responsibilities in a medical school of the United States, and who has shown outstanding ability and promise in academic cardiology may be nominated for membership in the Association.
After fifteen (15) years of Active membership and on reaching the age of sixty (60), a member may request transfer to Emeritus status. On reaching the age of sixty-five (65), an individual shall become an Emeritus member. Emeritus members may attend meetings, propose new members, submit abstracts and make presentations, may serve on any committee, but may not hold office, and may not vote.
Under certain circumstances as outlined in Section V, Inactive membership shall be considered by the council upon application from a member. Inactive members may attend meetings, may propose new members, must pay dues, may not hold office, may not vote, may not submit abstracts or make presentations, and may not serve on standing committees.
Section II. Procedure for nomination:
A proposal for membership, signed by two (2) members (Active or Emeritus) of the Association, must be filed with the Secretary-Treasurer at least three (3) months before the meeting at which the candidate will be considered.
At the same time the Secretary-Treasurer should receive the candidate’s curriculum vitae and bibliography and a letter from a prominent member of the university faculty, describing his/her past and present activities, as well as his/her future promise.
Section III. Procedure for election:
Nominations for membership will be reviewed and voted on by the council, which will then make recommendations to the Association.
Section IV. Procedure for election:
The election of members shall be carried by secret ballot at the annual meeting. The affirmative vote of three-fourths (3/4) of the Active members present and voting will constitute election to membership.
Section V. Change in status or termination of membership:
An Active member who no longer holds a full-time university faculty position in academic medicine must inform the Association of his/her change of status. He/she may apply for Inactive membership or submit his/her resignation. In the event of an application for Inactive membership, if the applicant has attended at least one meeting and presented an abstract, the Council may then recommend to the membership a change of status to Inactive category. In circumstances in which an Active member moves into an administrative position within a university setting, but outside of cardiology, application for Inactive membership may be entertained by the Council if the member neither wishes to remain Active, nor wishes to submit his/her resignation.
The Council shall recommend to the Association that any member be dropped from the roster for failing to attend three (3) consecutive meetings or for any other just cause.
Section VI. Number of Active members:
The Active membership shall be limited to one hundred thirty-five (135). [ratified in 3/2015]
The Honorary members of the society shall be nominated by the Council and elected by the Association. They will not be required to pay dues and shall enjoy all privileges of other members, except those of voting and holding office.
The officers of the Association shall be President, Vice President, Secretary-Treasurer, and four (4) Councilors.
The President and Vice President of the Association shall be elected for a term of one (1) year by a vote of the majority of the Active members present and voting at the annual meeting.
The Secretary-Treasurer and the three (3) Councilors shall be elected for three (3) years and may not succeed themselves. The President shall be the fourth Councilor for a term of one (1) year immediately following his/her year as President.
Vacancies occurring in the offices of the Association shall be filled by the President’s appointee until the next meeting.
The duties of the officers are as follows:
It shall be the duty of the PRESIDENT to call and preside at all meetings of the Association and the Council, select the program for the annual meeting and appoint committees. The President shall approve the proceedings of each meeting.
In the absence of the President, the VICE PRESIDENT shall preside and carry out all the duties of the President.
It shall be the duty of the SECRETARY-TREASURER to keep a record of the proceedings of the meetings and to preserve all books, papers and ARTICLES belonging to the Association. He/she shall keep an up-to-date address list of the members of the Association and send out notices of the meetings. He/she shall report unfinished business of previous meetings which require action and attend to other business as the Association directs. He/she shall supervise the correspondence and fiscal affairs of the Association and present the annual financial report. It shall be his/her duty to collect the dues of the Association. In the absence of both the President and Vice President, he/she shall preside and carry out the duties of the President at the annual meeting.
The President, Vice President, Secretary-Treasurer, and four (4) Councilors shall constitute the COUNCIL of the Association. The Council shall have the administrative responsibilities of the Association. It shall consider applications for membership, dates and places for the meetings, dues, publications and any other functions of the Association. Except in emergencies, the Council shall submit its recommendations for final actions by vote of the Association. Except for election to membership, a majority vote of the Association is required for final decision. Four (4) members of the Council shall constitute a quorum.
ARTICLE VII. Meetings:
Meetings will be held annually at a place and time determined by the officers and Council.
Programs will be arranged and circulated before the meetings.
Time will be allowed for free discussion in the meetings.
Changes in the Constitution and By-Laws shall be made upon recommendation of the Council and confirmed by majority of all the Active members.
Nominal membership fees shall be charged and will be due and payable to the Secretary-Treasurer after the announcement of the annual meeting is received.
The Association is organized and shall be operated as a non-profit corporation, shall not have power to issue certificates of stock or to declare or pay dividends, and shall be operated exclusively for the purposes enumerated in ARTICLE II hereof. No part of the net income or net earnings of the Corporation shall inure to the benefit or profit of any private individual, firm, or corporation.
Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, distribute all of the remaining assets of the Corporation exclusively for the purposes of the Corporation or for a similar public use or purpose, to such organization or organizations organized and operating exclusively for scientific or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 as the same shall then be in force, or the corresponding provision of any future United States Internal Revenue Law, or to the United States of America, the State of New York, or a local government within the State of New York, as the Board of Directors shall determine or in the absence of such determination by the Board of Directors, such assets shall be distributed by the Supreme Court of the State of New York to such other qualified exempt organization or organizations as in the judgment of the Court will best accomplish the general purposes or a similar public use or purpose of this Corporation. In no event shall the assets of this Corporation, upon dissolution, be distributed to a director, officer, employee or member of this Corporation.
The dissolution of this Corporation and any distribution of the assets of this Corporation incident thereto shall be subject to such law, if any, then in force as may require the approval or consent thereto by any Court or Judge thereof having jurisdiction or by any governmental department or agency or official thereof.
The members present at the annual meeting shall constitute a quorum for business.
The usual parliamentary rules governing deliberative bodies shall govern the sessions of the Association.
The annual dues shall be set by the Council.
Revised 2/84 (corrected)
Printed January 2, 1995
Electronically stored February 1, 1999
Printed March 14, 2003
Printed March 15, 2005