ByLaws - Article I - Name and Scope of Activities
Section 1 - Name ByLaws
This organization is chartered by the American Urological Association, Inc. (AUA) as an affiliate and component part of AUA and of its affiliated entity, the American Urological Association Education and Research, Inc. (AUAER). The name of this regional organization shall be the “New York Section of the American Urological Association, Inc.,” and its members shall be members also of both national entities.
Section 2 - Objectives and Purposes
The objectives and purposes of this organization shall be:
- To benefit the general public in the Greater New York region, by encouraging and maintaining the highest possible standards for urological education, practice and research;
- To provide an environment which supports education of all professionals involved in the practice urological medicine and surgery;
- To promote the publication of, and encourage contributions to, medical and scientific literature pertaining to urology;
- To encourage research, experimentation, investigation and analysis of diseases, abnormalities and other conditions of the genitourinary tract, their treatments and corrections, and to make the results known to physicians and the public; to develop, and assist in developing, scientific methods for the diagnosis, prevention and treatment of such diseases; and to make the results known to physicians and the public, to benefit the general public;
- To promote fellowship and professional cooperation among the Section membership, and to advance their legitimate professional interests.
Section 3 - Geographical
The geographical boundaries of this Section shall be those stated in Article II, Section 2, of the AUA Bylaws (as revised and approved May 2006).
Section 4 - Limitations of Activities
The Section shall not engage in business of any kind ordinarily carried out for profit. Nothing in the Section’s Articles of Incorporation nor in these Bylaws shall authorize the Section to, and the Section shall not in fact, enter into any transaction, carry out any activity, nor engage in any business for pecuniary purposes. Any income received by the Section shall be applied exclusively for the purposes of the Section as set forth herein, and no part thereof shall ever inure to the benefit of any private member or individual.
No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code section 501 (h)), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
Section 5 - Dissolution
Upon the termination or dissolution of the Section, any surplus of property or assets remaining after all of the debts and obligations of the Section have been paid and satisfied shall not either directly or indirectly inure to the benefit of any private member of the Section or individual, but all such property and assets shall be expended in their entirety, for the objects and purposes set forth in Section 2 hereinabove, within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future Federal tax code, or shall be distributed to the Federal Government, or to a state or local government, for a public purpose.
Bylaws - Article II - Membership
Section 1 - Member Categories. ByLaws
The membership of this Section shall be composed of physicians and surgeons scientists, and allied professional in the following categories as set forth in the AUA by-laws (Article III, section 1):
- Active member
- Associate member
- Affiliate member
- Senior member
- Honorary member
- International Member
- International Residents-in-Training Member
- Allied Member
- Candidate Member
Section 2 - Application and Qualifications for Membership
Application for membership in this Section must be made on forms approved by its Board of Directors, and provided by its Secretary.
All members except Senior, Honorary and Candidate members shall be assessed dues in an amount determined by the Board of Directors. Associate Members who have passed the ABU Certifying Exam (Part II) will be transferred to Active membership in both the New York Section and the AUA, and notified that AUA active membership and New York Section dues are waived for the first year.
Any member who after appropriate notification does not pay membership dues shall have his or her name placed on the “Drop List” to be reviewed at least once per year by the Board of Directors. Any individual who is delinquent and whose membership is terminated by the New York section will have his or her name submitted to the AUA for action.
Qualifications for membership in each of the indicated categories (a) through (j) shall be as stated in Article III, Sections 6 through 14 of the AUA Bylaws.
Section 3 - Voting Status and Rights
Only Active and Senior members shall be eligible to vote. All members shall be entitled to receive the latest available copy of the Articles of Incorporation and Bylaws, and the Roster of Membership. All voting members of the New York Section will also be members of AUA and AUAER with rights and obligations as defined in Article III of the AUA Bylaws.
Section 4 - Notification of Election
All members shall be elected at the Section’s Annual Business Meeting, except for Candidate members who shall be approved by the Board of Directors periodically throughout the Association year. Every newly elected member of this Section shall be officially notified of his or her election by the Secretary and provided with a copy of these Bylaws. AUA shall also be notified of the new member’s election.
Section 5 - Transfer of Membership
An member in good standing of the American Urological Association and of another Section of the AUA who moves his or her residence or practice into the territory of this Section, and who meets all membership qualifications, is automatically eligible for membership in this Section upon completion of a transfer application and presentation of credentials to the Board of Directors of this Section. These credentials shall include his or her previous Section records, and a letter from that Section’s Secretary indicating that the applicant is an active member in good standing.
Section 6 - Resignation, Expulsion and Reinstatement
Any member who has complied with all the requirements of these By-Laws during the life of his or her membership may resign by written notification to the Secretary, who shall officially acknowledge the receipt thereof. The Section Secretary shall notify the Secretary of the AUA of such resignation.
Any member expelled by AUA shall automatically have his or her Section membership terminated. In addition, a member may be expelled by the Board of Directors of the Section upon conviction of a serious crime, or upon revocation, suspension or surrender of his or her license to practice medicine for reasons of improper or unethical conduct, upon withdrawal of certification by the American Board of Urology, or on other grounds stated in Article X, Section 2 of the AUA Bylaws. The expulsion of a Section member shall be promptly reported to the AUA Secretary, with a statement of reasons thereof.
The reinstatement of suspended members to good standing in the Section shall rest in the hands of the Board of Directors of the Section. which may recommend the reinstatement of expelled members who have been previously conditionally reinstated by AUA pending approval by the New York Section; such an action must be ratified by a three-fourths vote of the Board of Directors.
ByLaws - Article III - Officers and Board of Directors
Section 1 - Officers ByLaws
The officers of the Section shall be a President, a President-Elect, an Immediate Past President, a Secretary, a Treasurer, and an Historian. The President and, President-Elect shall be elected for terms of one year at the Annual Meeting. The Secretary and the Treasurer shall be elected for terms of two years at the Annual Meeting, and the Historian for a term of three years. All candidates for these offices must be Active or Senior members, nominated according to the procedures prescribed in these Bylaws, and elected by a majority of the members present and voting at the Annual Meeting.
Section 2 - Board of Directors
The Section shall be administered by a Board of Directors comprised of 13 members: the Section President, President-Elect, Immediate Past President, Secretary, Treasurer, Treasure-elect or secretary-elect (alternating years) , 5 District Representatives and 2 members at large. One Board member shall be the representative or alternate to both the AUA and AUAER Board of Directors. Seven members of the Board of Directors shall constitute a quorum for the transaction of business. The Board of Directors shall meet periodically upon call of the President or a majority of its members, and shall have responsibility for administration of the Section, including evaluation of all financial affairs of the Section, preparation of a yearly budget, and recommendations to the membership at the annual business meeting of the Section for approval of said budget. The Board of Directors shall also recommend applicants for membership in the Section, in accordance with these Bylaws. Finally, the Board of Directors shall comply with the conditions of the Section charter, as specified in Article II, Section 5, of the AUA Bylaws.
Section 3 - President
The Term of the office shall be one year. The term will coincide with the Annual Meeting of the American Urological Association. The President shall arrange for and preside at all meetings of the Board of Directors and at scientific and business sessions of the Section. He/she shall be responsible for arranging all educational meetings and gatherings of the section during the term of his presidency He/she shall call special meetings of the Board of Directors as necessary. He/she shall direct to the attention of and convene the Judicial & Peer Review Committee when any violation of the Bylaws or matters requiring discipline of members is raised. He/she shall receive reports of the standing and special committees and make recommendations to the Board. Immediately upon assuming office he/she shall appoint the committees specified in Article IV, Standing Committees. He/she shall appoint any other committees that are needed to carry out the business of the Section. He/she shall convene at least every five years an ad hoc by-laws committee who will review, receive and recommend changes in the Articles of Incorporation and Bylaws. He/she shall be responsible, with the approval of the Board of Directors, for appointing the Chairs, Co-Chairs and Judges for any and all meetings scheduled and produced during his or her Presidential year.
Section 4 - President-Elect
The President-Elect shall assist the President in the performance of his duties, and in the absence of the President, shall preside. In the event of the President's resignation or removal the President-Elect shall assume the office of the President for the unexpired term.
Section 5 - Immediate Past President
The Immediate Past President shall be a member of the Board of Directors, and shall be a member of the Nominating committee. He/she shall be responsible for selecting candidates to be nominated for Honorary Membership.
Section 6 - Secretary
The Secretary shall serve a term of two years, alternating in time with the term of office of the Treasurer. He/she/she shall receive and give prompt attention to correspondence and keep accurate records of the same. He/she shall obtain records of the proceedings of all committees so that he/she may have in his/her possession a record of all the activities of the Section. He/she shall keep an accurate list of (a) members, all categories, (b) applications for membership and (c) members suspended or expelled. He/she shall receive applications for membership and shall bring them, when complete, to the attention of the Board of Directors. He/she shall send notices of stated and special meetings of the Section to all members of all committees, standing and special. He/she shall keep the minutes and all records of the Executive and Scientific sessions of the Section. He/she shall keep a file of the Articles of Incorporation and Bylaws. He/she shall annually obtain the reports and records of the activities of all committees, and bring them to the attention of the President. He/she shall prepare an application form for all categories of membership. This shall be approved by the Board of Directors. Upon completing the findings in any given case of disciplinary action by the Board of Directors, the Secretary of the Section will immediately forward the findings and verdict of the Board of Directors to the Secretary of AUA, in order that the records of the parent organization shall show proper correction. He/she shall officially notify the AUA Secretary prior to AUA’s Annual Meeting, the names of the candidates endorsed by the Board of Directors of the New York Section of the American Urological Association, Incorporated, for election to (a) the AUA Board of Directors, (b) the AUA Editorial Committee, (c) the AUA Nominating Committee, and (d) Active and Associate membership in AUA. (e) or any other such requests that he/she may receive. He/she shall publish and send newsletters to all members at such intervals as directed
by the President of the Section. He/she shall reserve in advance the meeting places for the Board of Directors meetings and other regular meetings of the membership to be held through the year. The seal of the New York Section, AUA, Inc. will be kept in the office of the Section Secretary.
Section 7 - Treasurer
The Treasurer shall serve a term of two years, alternating in time with the term of the Secretary.
He/she shall keep an accurate record of all property of the Section.
He/she shall keep an accurate account of all financial transactions of the Section.
He/she shall disburse monies of the Section, as directed bzy the Section President and Board of Directors.
Payment shall be made only by checks drawn on the accounts of the Section.
He/she shall collect the annual dues for each member from AUA.
He/she shall collect all assessments levied on the members of the Section.
He/she shall prepare a list of all members who are delinquent in the payment of dues or assessments, and present this list to the Board of Directors for their action.
He/she shall have an annual audit of the Section's financial status prepared by a certified public accountant, and present a report of this audit to the Board of Directors and to the members of the Section at the Annual business meeting.
He/she shall verify that all taxes, reports and filings are submitted in a timely fashion and present this to the Board of Directors.
He/she shall be the Chairman of the Finance Committee.
Section 8 - Treasurer-Elect
A Treasurer-Elect shall be elected to serve with the Treasurer during his/her final year in office.
The Treasure-Elect should be a member or past member of the board of directors. Upon elevation to the position of Treasurer-Elect, the position so vacated should be filled with a representative from the same district or a newly elected member-at large.
The Treasurer-Elect shall be elevated to the office of Treasurer without again standing for election.
Section 9 - Secretary-Elect
A Secretary-Elect shall be elected to serve with the Secretary during his/her final year in office.
The Secretary-Elect should be a member or past member of the board of directors. Upon elevation to the position of Secretary-Elect, the position so vacated should be filled with a representative from the same district or a newly elected member-at large.
The Secretary-Elect shall be elevated to the office of Secretary without again standing for election.
Section 10 - Representative to the AUA Board of Directors
The duly elected Representative to the AUA Board of Directors will represent the New York Section on the Board of Directors of the American Urological Association, Incorporated. He/she will become liaison officer for the New York Section to the national organization. He/she shall attend all AUA Board of Directors meetings and will transmit to and report on instructions concerns and requests from the Section to the national Board of Directors. He/she shall render a report of the proceedings of each AUA Board of Directors meeting to the Section Board of Directors. He/she shall advise the President of the Section as to all transactions affecting the Section, which may transpire at intervals between stated meetings of the AUA Board of Directors. He/she shall be reimbursed by the Section for expenses incurred in attending any special meetings of AUA or its Board of Directors when not covered by the parent organization. He/she shall be elected for a term of two years and be eligible for re-election for one additional term. One alternate shall be separately elected for a term of two years and is eligible for re-election for one additional term. The alternate does not automatically assume the role of representative upon completion of the representative terms of office. He/she and the alternate must be a Past President of the Section.
Section 11 - Historian
The Historian will be appointed by the Board of Directors for a term of three years and may be reappointed for one additional term. The Historian is a non-voting member of the Board.
He/she shall prepare an accurate history of the Section, shall keep records of changes in the Section pertinent to its history, and shall make an annual report of these to the Board of Directors. Such a report should include changes in the leadership of Clinical Departments and Training Program during proceeding year.
He/she shall prepare for publication any historical issue relative to the Section that shall be desired by the Section.
He/she shall maintain the archives of the Section in the section offices.
He/she shall record and report the deaths of all members of the Section. He/she shall be responsible for, and assist with, the preparation of all eulogies.
Any funds for these purposes must be voted by the Board of Directors.
Section 12 - Vacancy
Vacancies that occur, for any reason, in the various Offices, Board of Directors or Section Representatives on any AUA Committee may be filled for the remainder of the unexpired term of office upon nomination and approval by a majority vote of the Board of Directors.
Section 13 - Officer Vacancies
Vacancies in offices must be filled by the Board of Directors for the unexpired term except the office of the President. The President-Elect automatically becomes President when that office has been vacated. No member will hold two elected offices at the same time. If the office of the Secretary becomes vacant, that position will be filled by the Secretary-Elect. If the office of the Treasure becomes vacant, that position will be filled by the Treasurer-elect.
Section 14 - Term of Office
All officers shall hold office for one year or until their successors are elected, except as otherwise indicated herein. The Secretary and Treasurer will change office in alternate years. The terms of all offices will begin to coincide with the conclusion of the AUA Annual Meeting.
ByLaws - Article IV - Committee and Representatives
The Standing committees of the Section shall be as follows:
- 1. Audit Committee
- 2. Finance Committee
- 3. Judicial and Peer Review committee
- 4. Nominating Committee
- 5. Bylaws Committee
- 6. Program Committee
Section 1 - Audit Committee
The Audit Committee shall consist of two active members in good standing in the Section, who shall be appointed by the President, and who shall serve for two years. It shall examine the audits submitted by the certified public accountant retained by the Section. It shall examine the accounts of the Treasurer. It shall verify submission of all appropriate tax documents. The audit committee shall present an annual report to the Board of Directors.
Section 2 - Finance Committee
The Finance Committee shall consist of the Treasurer, who shall be the Chair, the President, the Immediate Past-President and the President-Elect. The Finance Committee shall study and evaluate all financial affairs of the Section and make recommendations to the Board of Directors. The Committee shall set up a budget for the various activities each year, and on the basis of the projected budget, make recommendations to the Board of Directors regarding dues for the ensuing year.
Section 3 - Judicial and Ethics Committee
The Chair will be appointed by the President. Also, the President will appoint a non-board of directors representative, a board member, and a member-at-large. The immediate past president will also serve on this committee. The Judicial and Ethics Committee shall investigate (a) all controversies arising from the Articles of Incorporation and Bylaws of this Section and (b) all questions which involve alleged violation of medical ethics and (c) all questions involving membership in the Section, or the rights and standing of members, whether in relation to other members, to the Section, or to the public. In cases of investigation of individual members, any Committee member from the same district as the individual being investigated must recuse himself or herself from the deliberations. The Judicial and Ethics Committee shall report to and make recommendations the Board of Directors. The Chair of the Judicial and Ethics Committee shall be the Sect ion representative to the AUA Judicial and Ethics Council.
Section 4 - Nominating Committee Committee
The Nominating Committee shall consist of the two most recent Past-Presidents (the Immediate Past-President and the second recent Past-President - a non voting member of the Board) and the Board of Directors member of one Section District Representative assigned annually in rotation. The members of the Nominating Committee are not eligible for consideration for the positions for consideration.
The Chairman of this Committee shall be the most senior member in length of AUA membership of the two most recent Past-Presidents.
It shall be the duty of the Nominating Committee to meet and present to the Board nominees who are Active or Senior members in good standing in the Section for the following offices:
- President
- President-Elect
- Secretary
- Treasurer
- Secretary-Elect/Treasurer-Elect (alternate years)
- Members of the Board of Directors (5 district representatives and 2 members-at-large)
- Representative to the AUA Board of Directors and one Alternate.
The nominations shall be presented to the membership at the Members Only Meeting of the New York Section. Those elected to office by the membership shall assume office on the day immediately following the last day of the subsequent AUA Annual Meeting.
Section 5 - Bylaws Committee
The Bylaws Committee shall become familiar with the activities of the Section and the efficacy of the Articles of Incorporation and the Bylaws. The Bylaws Committee shall consist of three active or senior members who shall be appointed by the President for a term of three years. The President shall appoint the Chairman. The Bylaws Committee will report as needed to the Board of Directors. Every five years, the Committee will undertake a thorough review of the Bylaws.
Section 6 - Program Committee
The Program Committee shall consist of the President and his or her appointed Program Scientific Chair. The Program Chair shall be nominated by the President and approved by the Board of Directors. The program chair is responsible for and shall in consultation with the president arrange the scientific program for the Annual Meeting.
ByLaws - Article V
Section I - Dues ByLaws
Section dues will be recommended annually by the Board of Directors, subject to membership approval at the Annual Meeting and are due to be paid on or before January 1 of each year. Dues shall be adequate to pay annual expenses. A reserve fund will be maintained, approximately equal to the Section’s annual budget. Special assessments may be levied by the Board of Directors for special needs or extraordinary purposes and are due and payable immediately. Contributions may be accepted from outside agencies as permitted by law and in compliance with the AUA conflict of interest and commercial support policies. Initiation fees may be charged to persons applying for membership. Members may be dropped from the rolls, upon adequate notice, for non-payment of dues. A member suspended for non payment of dues or assessments may be reinstated by vote of the Board of Directors upon payment of all dues and assessments in arrears and the reinstatement fee.
ByLaws - Article VI
Section I - Amendments ByLaws
These Bylaws may be repealed or amended by a two-thirds vote of the members present and voting at any Annual Meeting, provided the proposed repeal or amendments have been submitted to the Section Board of Directors at least 30 days before the date of the meeting, and printed on the membership notice for the meeting at which the action is to be taken. The Bylaws may be suspended temporarily for a specific purpose by a two-thirds vote of those present and voting at any meeting of the Section membership, on adequate notice.
ByLaws - Article VII
Section 1 - Questions of Parliamentary Order ByLaws
All questions of parliamentary order not provided for in these Bylaws shall be determined by the Parliamentary usage as contained in Sturgis Standard Code of Parliamentary Procedure.