ARTICLE I - Name, Object and Office
Name - The name of this Corporation shall be the New York Head and Neck Society
Purpose- The object and purpose of the Corporation shall be to stimulate and encourage the exchange and advancement of scientific knowledge relative to the management of head and neck tumors exclusive of lesions of the brain, with particular reference to the treatment of cancer. No income, dividend or loan from the Corporation shall be made to any director, officer or member of the Society either during its existence or upon its dissolution. The Corporation shall not attempt to influence any legislation, nor participate in any political campaign of candidates for public office.
ARTICLE II - Membership
General Qualifications - Members of the Corporation shall be those who maintain a license to practice medicine, or the equivalent thereof, and who are actively engaged in the management of head and neck tumors. Further qualifications of members shall depend upon the class of membership.
Classes of Membership - Membership in the Corporation shall consist of Active Members, Senior Members, Corresponding Members, and Honorary Members.
Qualifications for Active Members - Active Members shall be physicians, dentists, and allied scientists who devote a significant portion of their practice to the care of patients with head and neck cancer. Candidates shall be diplomates of their respective boards or possess equally acceptable qualifications.
Surgical candidates for active membership shall furnish proof of ability to perform major head and neck surgery by the use of appropriate letters of recommendation. Other candidates shall furnish proof of ability to manage patients with major head and neck tumors by a comparable record of his or her oncologic training and experience.
A) General Surgery and Otolaryngology - completion of at least one year fellowship in head and neck surgery in addition to residency in general surgery, otolaryngology, or plastic surgery, or significant experience performing head and neck surgery. Major cases should be defined as those resulting in removal of tumors of the head and neck region excluding skin tumors and should not include biopsy procedures. These cases must be performed by the applicant himself/herself, or under his or her direct supervision. They shall have been performed in the year or years immediately preceeding the year of application to the Society.
B) Reconstructive Surgeons - Applicants shall be required to have performed major cases within head and neck reconstructive surgery. Major cases shall be defined as those reconstructions including pedicle or microvascular free flaps.
C) Medical and Radiation Oncologists - Applicants shall be required to provide evidence of a significant involvement in the treatment of head and neck tumors.
D) Other Physicians (diagnostic radiology, pathology, etc.) - Applicants shall demonstrate significant involvement and/or accomplishment in the treatment and diagnosis of head and neck cancer.
E) Oral Surgeons, prosthodontists, etc.- Applicants shall demonstrate significant ongoing involvement in the reconstruction and rehabilitation of patients with head and neck tumors.
A bibliography including at least one paper on head and neck cancer is desirable. After approval of the application, election to Active Membership shall be for life, subject to provisions of Section 4 and 9.
Qualifications for Senior Membership - Any Active Member in good standing who shall have retired from active practice shall be transferred to Senior Membership upon written petition to the Membership Committee and approval by the Executive Council. Annual dues of the Society shall be waived.
Corresponding Membership - Any Active Member in good standing who is unable to actively participate in the Society for reasons of geographical location, physical limitation, or other reason(s) acceptable to the Executive Council shall be transferred to Corresponding Membership upon written petition to the Membership Committee and approval by the Executive Council.
Honorary Membership - Honorary Members shall be those individuals of distinction in the management of head and neck tumors who shall be elected by the Executive Council. Annual dues of the Society shall be waived.
Election to Membership
A) Candidates for election to Active Membership shall be on regular forms provided by the Secretary and proposed to the Executive Council by a sponsor and a seconder, both of whom shall be Active or Senior Members. Sponsor and seconder shall submit letters of recommendation concerning personal and professional qualifications of the candidate, confirming their experience in the management of head and neck tumors. All applications of membership shall be accompanied by the curriculum vitae and bibliography of the candidate. All properly completed applications from qualified candidates submitted prior to January 1 of any given year shall be considered by the Membership Committee and approved upon by the Executive Council. Sponsors will be notified whenever a candidate is rejected by the Executive Council or the Membership. Candidates will be notified by the Secretary of final action taken upon their applications. Election to Active Membership shall require a two-thirds favorable vote of the Executive Council.
B) Candidates for election to Honorary Membership may be proposed by two Active or Senior Members to the Executive Council which shall have sole discretion in their election.
C) Candidates whose applications have been rejected may reapply the following year. If the application is rejected a second time, a new application will not be considered until three years have elapsed.
Privileges of Members - All Members shall have the same rights and privileges except that only Active and Senior Members in good standing shall have the privilege of voting in the conduct of the affairs and the business of the Society or of holding any elective office or serving on Standing or Ad Hoc Committee. Voting by proxy is forbidden. Honorary, Senior and Corresponding Members shall not be required to attend meetings.
Termination of Membership - Membership may be voluntarily terminated at any time by a member in good standing, upon written petition to the Executive Council. The Executive Council, acting as a Board of Censors, may recommend the suspension or expulsion of a member for cause and submit his or her name, together with the grounds for complaint at any regular meeting, after giving the member so accused at least 30 days written notice of such action. The member who is suspended or expelled may petition the Executive Council for a further hearing.
Active Members shall keep current with their dues payments. Failure to do so for 2 consecutive years, unless a valid excuse is approved by the Executive Council, constitutes grounds for expulsion.
ARTICLE III - Meetings of Members
At least three scientific meetings and one annual meeting shall be held by the Members of the Corporation at a time and place designated by the Executive Council. Special meetings of the Corporation may be called by the President, the Executive Council, of not less than 1/20 of the members having voting rights, to be held at such time and place for such purpose or purposes as may be specified in the notice of such meeting. The quorum necessary for any Meeting of the Members of the Corporation shall be 20 members entitled to vote.
ARTICLE IV - Executive Council
General Powers - The affairs of the Corporation shall be managed by a Board of Directors, to be known as the Executive Council. So as to obtain approval of its actions by a majority of the Members present, the Executive Council shall report to the members at the Meetings of the Corporation all decisions and recommendations made. Should the membership disapprove action of the Executive Council, the question shall be referred for consideration at the next Meeting of the corporation.
Number, Tenure and Qualifications - The Executive Council shall consist of the President, President-elect, Secretary, Treasurer, Chairmen of the Standing Committees, the immediate Past President, and one Member Elected at Large. The Chairmen of the Ad Hoc Committees and other members may be invited by the President, at his discretion, to attend Meetings of the Executive Council. The manner of election of Officers and Member at Large of the Executive Council is stated in Article V. The Officers and Member at Large of the Executive Council shall serve as members of the Executive Council for the tenure of their offices as provided in Article V.
Regular Meetings - Regular Meetings of the Executive Council shall be called upon notice by the President at a time and place designated by the President. There will be a minimum of two meetings a year. Special Meetings of the Executive Council may be called by or at the request of the President or any two Members of the Executive Council. The quorum necessary for meetings of the Executive Council is one-half of the number of persons then serving as Members of the Executive Council. If a quorum is not present at any Meeting of the Executive Council, a majority of the members present may adjourn the meeting without further notice.
ARTICLE V - Officers
Officers - The Officers of the Corporation shall be President, President-elect, Secretary, Treasurer and Member at Large of the Executive Council shall be elected at the Annual Meeting of the Corporation by members of the Corporation present and entitled to vote.
Election of Officers and Member at Large of the Executive Council:
A) The President, President-elect, Secretary, Treasurer and Member at Large of the Executive Council shall be elected at the Annual Meeting of the Corporation by members of the Corporation present and entitled to vote.
B) A Nominating Committee appointed by the President at the previous Annual Meeting of the Corporation shall propose a slate of officers for such vacancies as are to be voted upon at the Annual Meeting of the Corporation. At the Annual Meeting, additional nominations from the floor will be called for and considered.
Accession to Office - The newly elected Officers shall assume their duties before the adjournment of the Annual Meeting at which they are elected.
Tenure of Office - The Officers and Members of the Executive Council shall serve for a term of one year. All Officers may be re-elected without restriction except for the President, who may not serve longer than two years. The President may not be re-elected to the same office except after expiration of two years. The President-elect automatically succeeds the President. An outgoing President, as past President, automatically becomes a member of the Executive Council, to serve for a period of one year.
Vacancies in Office- Any vacancy occurring between elections shall be filled by appointment by the President for the unexpired term, subject to written approval by a majority of the Executive Council. The vacancy in the office of the President shall be filled by the President-elect.
Duties of the President - The President shall be the principal Executive Officer of the corporation and shall in general supervise and control all the business and affairs of the Corporation. He or she shall preside at all meetings of the Corporation and of the Executive Council. He or she shall appoint Chairmen and Members of the Standing and Ad Hoc Committees, shall perform all duties incident to the office of the President, and such other duties as may be prescribed by the Executive Council from time to time.
Duties of the President-elect - The President-elect shall be a Member of the Executive Council and shall perform such duties as may be delegated to him by the President or the Executive Council.
Duties of the Treasurer - The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipt for monies due and payable to the Corporation from any source whatsoever, deposit all monies of the Corporation in its name in such banks or trust companies as may from time to time be designated by resolution of the Executive Council, keep correct and complete books and records or accounts and in general perform all duties incident to the office of the Treasurer and such duties as from time to time as may be assigned by the Executive Council or the President. The financial records shall be professionally audited annually. He or she shall submit a written report of the financial status of the Corporation at the Annual Meeting of Membership.
Duties of the Secretary - The Secretary shall keep minutes of the meetings of the members and of the Executive Council, see that all notices are duly given in accordance with the provisions of these By-Laws, be the custodian of the corporate records, keep a register of the contact information of each member, which shall be furnished to the Secretary by such members, notify all members of the committees of their appointments and of duties assigned to them, notify all applicants for membership of actions taken by the Corporation, and in general perform all duties incident to the office of Secretary and such duties as from time to time may be assigned by the President or by the Executive Council.
ARTICLE VI - Standing Committees
Scientific Program Committee - A Scientific Program Committee, consisting of at least three Active or Senior Members, shall be appointed by the President at each Annual Meeting of the Corporation, to serve for one year. The Chairman is appointed by the President and serves on the Executive Council. It is the duty of this Committee to establish a scientific program.
Membership Committee - A Membership Committee shall be appointed by the President at each Annual Meeting of the Corporation, to serve for one year. The Chairman of this Committee shall be appointed by the President and serves on the Executive Council. It shall be the duty of this Committee to screen all applicants for Membership and to report its recommendations to the Executive Council.
Nominating Committee - A Nominating Committee, consisting of at least three Active or Senior Members, shall be appointed by the President at the Annual Meeting of the Corporation, to serve for one year. The Chairman shall be the immediate past-President. It shall be the duty of this Committee to propose a slate of the Officers and Member at Large of the Executive Council for any vacancy, to be voted upon by the membership at the Annual Meeting. Members of the Nominating Committee shall not be candidates for office.
ARTICLE VII - Other Committees
The President is empowered to appoint as many Ad Hoc Committees as may, in his or her opinion or that of the Executive Council, be necessary. All Committees shall report to the Executive Council and to the membership of the Corporation. Members of such Committees shall be Active or Senior Members in good standing. A simple majority shall constitute a quorum for all Committee deliberations and actions.
ARTICLE VIII - Dues and Assessments
Dues and Initiation Fees - With the exception of the Charter Members of the Corporation, candidates elected to Active Membership shall pay an initiation fee which will accompany the application, the amount of which shall be set by the Executive Council annually. Annual dues for Active and Corresponding Members shall be established by recommendation of the Executive Council and a majority vote of the Membership at the Annual Meeting. Senior and Honorary Members shall not be required to pay any initiation fees or annual dues.
Special Assessments - No special assessments may be made except upon recommendation of the Executive Council and the approval of a majority of members present at the next Regular Meeting.
Delinquency in Payment of dues - Members whose regular annual dues are unpaid when the Annual Meeting opens shall not be eligible for nomination, election, or appointment to any office or position in the Corporation until all outstanding dues are paid. Any member whose dues are unpaid for two consecutive years shall be notified by the Treasurer of his or her delinquency and, if they have not fulfilled the delinquency within 30 days after receipt of a registered letter, the Treasurer shall report to the Executive Council at its next Meeting for further action, as may be deemed appropriate, including termination.
ARTICLE IX -Miscellaneous
Contracts - The Executive Council may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority shall be general or confined to specific instances.
Checks - Deposits in the name of the Corporation shall be subject to check or draft on the signature of the Treasurer or signature or signatures of such other person or persons as shall be designated from time to time by the Executive Council.
Fiscal Year - The fiscal year shall begin on the first day of May and end on the last day of April of the succeeding year.
Robert's Rules of Order, revised, shall govern the conduct of all meetings of the Executive Council and the Corporation.
ARTICLE X - Amendments to the By-Laws
A proposed amendment, alteration, or repeal of these By-Laws must be proposed in writing, signed by at least three members of the Corporation who are entitled to vote, and must be submitted to the Secretary at least 60 days before the Annual Meeting. A copy of the Proposed amendment shall be mailed to each member entitled to vote at least 30 days prior to the Annual Meeting, at which time such amendment is to be considered. Any proposed amendment must first receive the approval of the Executive Council and to be accepted must then receive an affirmative two-thirds vote of the members present and entitled to vote at the Annual Meeting. The By-Laws shall be reviewed by an Ad Hoc committee at intervals of no more than four years.