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Articles Of Incorporation Under The
General Not-For-Profit Corporation Act Of The New York Section
Of The American Urological Association Incorporated. |
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We, the undersigned, Herbert Brendler,
Mt. Sinai Hospital, Fifth Avenue and 100 Street, New York,
New York; Ralph I. Veenema, 180 Fort Washington Avenue,
New York, New York; Keith Waterhouse, 450 Clarkson Avenue,
Brooklyn, New York; Reginald F. Seidel, 214 Engle Street,
Englewood, New Jersey; John K. Lattimer, 630 West 168 Street,
New York, New York; George Nagamatsu, 121 East 60 Street,
New York,. New York; Perrin B. Snyder, 140 East 54 Street,
New York, New York; and Willet F. Whitmore, Jr, 444 East
68 Street, New York, New York being natural persons of the
age of twenty-one years or more and citizens of the United
States, for the purpose of forming a corporation under the
general Not-For-Profit Corporation Act of the State of Missouri,
do hereby adopt the following Articles of Incorporation. |
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The Name of the Corporation is: The
New York Section of the American Urological Association,
Incorporated. |
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| The period of duration of the corporation is: Perpetual. |
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The address of the initial registered
office in the State of Missouri is 610 Security Building,
319 North Fourth Street, St. Louis, Missouri. The name of
its initial registered agent at such address is: Urban C.
Bergbauer, Jr. |
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The Board of Directors shall be limited
to eight in number, the names and address of the first Board
of Directors being as follows: |
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- Dr. Herbert Brendler - Mt. Sinai Hospital, Fifth Avenue
and 100 Street, New York, New York 10029.
- Dr. Ralph J. Veenema - 180 Fort Washington Avenue,
New York, New York 10032.
- Dr. Keith Waterhouse - 450 Clarkson Avenue, Brooklyn,
New York 11213.
- Dr. Reginald F. Seidel - 214 Engle Street, Englewood,
New Jersey 07631.
- Dr. John K. Lattimer - 630West 168 Street, New York,
New York 10032.
- Dr. George Nagamatsu - 121 East 60 Street, New York,
New York 10022.
- Dr. Perrin B. Snyder - 140 East 54 Street, New York,
New York 10022.
- Dr. Willet F. Whitmore, Jr.- 444 East 68 Street, New
York, New York 10021.
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| The purposes for which the corporation is organized are: |
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To benefit the general public by
encouraging and maintaining the highest possible standards
for urological education, practice and research;
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To promote the publication of and
encourage contributions to medical and scientific literature
pertaining to urology;
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The corporation shall not engage
in any business of any kind ordinarily carried on for
profit, and nothing in the Articles of Incorporation
or in the Bylaws shall authorize the corporation to,
and the corporation shall not enter into any transaction,
carry on any activity or engage in any business for
pecuniary purposes. Any income received by the corporation
shall be applied exclusively for the purpose of the
corporation set forth herein, and no part thereof shall
ever inure to the benefit of any private member or individual;
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No part of the net earnings of the
corporation shall inure to the benefit of any member,
trustee, director, officer of the corporation, or any
private individual (except that reasonable compensation
may be paid for service rendered to or for the corporation,
and no member, trustee, officer shall be entitled to
share in the distribution of any of the corporate assets
upon dissolution of the corporation);
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No substantial part of the activities
of the corporation shall be carrying 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);
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Upon dissolution of this organization,
assets shall be distributed for one or more exempt purposes
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.
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The membership of the corporation shall
be composed of physicians and other outstanding contributors
to urology. They shall be divided into: (a) active members,
(b) senior members, (c) associate members, (d) honorary
members, (e) corresponding members, (f) affiliate members,
(g) junior members, and (h) inactive members. |
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The officers of the corporation shall
be President, President-Elect, who shall act as Vice-President,
Immediate Past-President, Secretary, Treasurer, Historian,
and such other officers as may be determined from time to
time as set forth in the Bylaws of the corporation. |
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The Board of Directors, herein referred
to as the Board of Directors, shall consist of the President,
the President-Elect, Secretary, Treasurer, two most recent
Past-Presidents, and one active member from each of the
five Districts and two members-at-large elected at the Annual
Business Meeting. |
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The corporation may have such standing
committees, as are deemed necessary and proper as set forth
in the Bylaws. |
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Amendments to the Articles of Incorporation
shall be made in accordance with the Bylaws of the corporation. |
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Notwithstanding any other provision
of these articles, the corporation is organized exclusively
for one more of the following purposes: religious, charitable,
scientific, the testing for public safety, literary or educational
purposes, nor to foster national or international amateur
sports competition (but only if no part of its activities
involve the providing of facilities or equipment) or for
the prevention of cruelty to children or animals as specified
in section 501 (c) (3) of the Internal Revenue Code of 1954,
and shall not carry on any activities not permitted to be
carried on by a corporation exempt from Federal income tax
under section 501 (c) (3) of the Internal Revenue Code of
1954.
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