THE H.W.B. (HIPPOCRATES, WINSLOW AND BABBAGE) FOUNDATION
FOR THE IMPROVEMENT OF MEDICAL PRACTICE
Section 1. Office. The office of the Corporation shall be located in the Town of
Section 2. Additional Offices. The Corporation may also have offices at such other places within or without the State of
The Corporation shall have no members.
BOARD OF DIRECTORS
Section 1. Board of Directors. The business of the Corporation shall be managed by its board of directors
Section 2. Number of Directors, Election and Term. The number of directors shall be determined from time to time by a majority of the board of directors but shall be no fewer than three. No director shall be deprived of office by virtue of a change in the number of directors. The directors shall be elected by the board of directors of the corporation at the annual meeting of the board of directors and shall hold office until the next annual meeting, and thereafter until their successors are elected and qualified or until their prior resignation or removal.
Section 3. Resignation of Directors. A director may resign from the board of directors at any time by giving notice of his resignation in writing addressed to the president or secretary of the Corporation, or by presenting his written resignation in person at an annual or special meeting of the board of directors. The acceptance of a resignation shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a director.
Section 4. Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board of directors for any reason may be filled by vote of a majority of the directors then in office regardless of their number. A director elected to fill a vacancy shall hold office until the next annual meeting at which the election of directors is in the regular order of business and until his successor is elected and qualified.
Section 5. Removal of Directors. Any or all of the directors may be removed for cause by action of the board of directors.
Section 6. Meetings of Directors. Meetings of the board, annual, regular or special, shall be held at a date selected by the president or board of directors. Such meetings may be held at the principal office of the Corporation in the State of
Meetings may be held, as shall be determined from time to time by a majority of the directors, via a conference telephone or similar communications equipment 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 a meeting.
Any action required or permitted to be taken by the board may be taken without a meeting if all the members of the board consent in writingto the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the board shall be filed with the minutes of the proceedings of the board.
Section 7. Notice of Meetings of Directors. No notice of the annual meeting of the board of directors shall be required. Regular meetings may also be held without notice. Notice of a special meeting of the board of directors. signed by the president or the secretary of the Corporation, shall be mailed to the last recorded address of each director at least three days and not more than fifty days before the time appointed for the meeting. Such notice shall set forth the place, date and time of the meeting. Such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the director at his address or, if he has filed with the secretary of the Corporation a written request that such notices to him be mailed to some other address, then directed to him at such other address. Notice of any adjourned meeting of the board specifying the time and place of the next meeting shall be given to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors. Whenever by statute or by these bylaws the directors are authorized to take action at any meeting after notice, such notice may be waived, before or after the holding of such meeting, by a written waiver of notice signed be the person entitled to such notice. Notice of a meeting need not be given to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice.
Section 8. Quorum and Conduct of Meeting. One‑third of the total number of directors, but no fewer than two directors, present personally at any meeting shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or these by‑laws.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who are absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
At all meetings of the board the president or, in his absence, a chairman chosen by the board shall preside.
Section 9. Compensation of Directors. Directors, as such, shall not receive any salary for their services as directors, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board and of any committee of the board of directors; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Such compensation shall be reasonable and commensurate with services
Section 10. Committees of the Board. The board of directors by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other standing committees, each consisting of three or more directors, and each of which, to the extent provided in such resolution, shall have all the authority of the board, except as to the matters prohibited by Section 712 of the Not‑For‑Profit Corporation Law.
Section 1. Number. The officers of this Corporation shall be a president, one or more vice presidents, a secretary and a treasurer. Any two or more offices may be held by the same person, except the offices of president and secretary.
Section 2. Election and Term of Office. All officers shall be elected (or appointed) by the board to hold office for the term of one year, and each shall hold office for
such term and until his successor has been elected (or appointed) and qualified or until his earlier resignation or removal.
Section 3. President. The president shall preside at all meetings of the board of directors. He shall sign all documents in the name of the Corporation, when authorized to do so by the board of directors. He, together with such other officials as may be appointed by resolution of the board of directors for that purpose, shall have authority to sign checks. He shall be ex‑officio a member of all committees, and shall perform all other duties incidental to his office.
Section 4. Vice‑President. The vice‑president shall in the absence or disability of the President perform the duties of that office.
Section 5. Treasurer. The treasurer shall have the care and custody of all the funds and securities of the Corporation and of all deeds, insurance policies and other valuable documents relating to its property, and shall deposit the same in the name of the Corporation in such depositories as may be designated by the board of directors. Together with such other officials as may be appointed by resolution of the board of directors for that purpose, he shall have authority to sign checks, drafts and notes for the payment of money but shall deliver the same only with the approval of the board or a duly authorized official. The treasurer shall render to the board, at each regular meeting, a full statement of the financial affairs of the Corporation.
Section 6. Secretary. The secretary shall keep a record of all appropriate meetings of the board of directors, and shall attend to the mailing, posting and publication of all notices of such meetings and of nominations of candidates for election. In the absence of any contrary direction, he shall conduct all correspondence on behalf of the board of directors. He shall have charge of the seal of the corporation, and of such books, records and other papers as the board of directors may direct.
Section 7. Vacancies. If the office of any officer becomes vacant, the directors may appoint (or elect) any qualified person to fill such vacancy, who shall hold office for the unexpired term of his predecessor and until his successor is elected or appointed and qualified.
Section 8. Removal of Officers. Any officer elected (or appointed) by the board may be removed by the board with or without cause.
Section 9. Compensation of Officers. The fixing of salaries of officers shall require the affirmative vote of a majority of the entire board of directors. Such compensation shall be reasonable and commensurate with services performed.
Section 1. Fiscal Year. The fiscal year of the Corporation shall be as determined by the board of directors.
Section 2. Annual Report . At the annual meeting of the board of directors, there shall be presented a report, verified by the president and treasurer, in accordance with Section 519 of the Not‑for‑Profit Corporation Law of the State of
Section 3. Amendment and Repeal. These by‑laws may be adopted, amended, or repealed at any meeting of the board of directors by an affirmative vote of two‑thirds of the directors then holding office.
File No. 1477‑1