Bylaws

THE POLITZER SOCIETY, INC.
THE INTERNATIONAL SOCIETY FOR OTOLOGIC SURGERY AND SCIENCE
BYLAWS

ARTICLE I
PURPOSES

The purposes of the Society as stated in its Certificate of Incorporation are:
  • To engage in scientific and charitable activities within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision or provisions of any future United States Internal Revenue Code or Internal Revenue Law).
  • To investigate the science and practice of medicine, surgery and rehabilitation of diseases and disorders of the ear and related structures.
  • To encourage the exchange of ideas by sponsoring and conducting lectures, meetings and symposia for clinicians, scientists and other professionals interested in otology, neurotology, audiology, communication disorders and related disciplines.
  • To publish and distribute material relative to the purposes of the Society.
  • To inform healthcare organizations, the public and the news media of significant events, discoveries and other developments, and to promote programs and projects by these organizations and individuals.
  • To promote training in otology and neurotology.
  • To promote and sponsor cooperative research among otologists and related professionals in order to better prevent, diagnose and treat disorders and diseases of the ear and related structures.
  • To solicit, collect, receive, hold, invest, reinvest, distribute and disburse donations, subscriptions, gifts, bequests and other funds for the purposes of the Society.
  • To establish, maintain and administer committees and other groups to carry out the purposes of the Society.
  • To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers herein before set forth, either alone or in association with other corporations, firms, governmental agencies or individuals, and to do every other act or acts, thing or things incidental or appurtenant to or growing out of or connected with the aforesaid objects or purposes or any part or parts thereof, provided the same are not inconsistent with the laws under which the Society is organized.
  • The Society shall have power to conduct and carry on its operations or any part thereof, and to have one or more offices and to exercise any or all of its corporate powers and rights in the State of Delaware and in the various other States, territories, dependencies and possessions of the United States, in the District of Columbia, and in any or all foreign countries.


ARTICLE II
MEETINGS OF FELLOWS

SECTION 1. All meetings of the Fellows shall be held in locations chosen by the Board of Directors, and so stated in the notice of the meeting to be mailed to the Fellows.

SECTION 2. A meeting will be held every year at any place within or outside the State of Delaware as shall be designated by the Board of Directors or the Executive Committee or the President and stated in the notice of meeting.

SECTION 3. The Board of Directors, the Executive Committee or the President can call special meetings of the Fellows; the purpose or purposes of such meeting will be stated in the notice of the meeting.

SECTION 4. Written notice of the regular meeting and of any other meeting, stating the place, date, and hour of the meeting, shall be given not less than ten days nor more than 60 days before the date of the meeting to each Fellow entitled to vote at such meeting.

SECTION 5. Business transacted at any special meeting of Fellows shall be limited to the purposes stated in the notice.

SECTION 6. One-third of the Fellows, present in person or represented by proxy, shall constitute a quorum at all meetings of the Fellows for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If such quorum is not present or represented, the Fellows present or represented have the power to adjourn the meeting until a quorum can be attained. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 7. When a quorum is present at any meeting, the vote of the majority of the Fellows present or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

SECTION 8. Following election to membership, each Fellow (except non-member Honorary Fellows) at every meeting of the Fellows shall be entitled to one vote in person or in proxy, but no proxy shall be voted after one year from the date of the proxy.

SECTION 9. A written vote of the Fellows by mail, including e-mail, can be obtained in lieu of a vote at a meeting of the Fellows.

ARTICLE III
ELIGIBILITY AND ELECTION OF FELLOWS

SECTION 1. The Society shall have three classes of Fellows:

a) Active Fellow: Any individual who maintains a professional interest in, and has made a recognized professional contribution to the purpose(s) of the Society, and who is elected to membership. M.D. physicians and Ph.D. scientists are eligible for active membership. In addition, candidates without degree certification but with other extraordinary professional qualifications may be eligible.

b) Senior Fellow: Any Active Fellow who has attained the age of 65.

c) Honorary Fellow: Any individual who, in the opinion of the Board of Directors, has made a unique, significant contribution to the purpose(s) of the Society. This individual can be a member or a non-member of the Society prior to election as Honorary Fellow. Non-member Honorary Fellows cannot vote, hold office, nominate or endorse candidates for Fellowship.

SECTION 2. The Board of Directors can nominate eligible individuals for membership.

SECTION 3. Two Fellows, (except non-member Honorary Fellows), a Proposer and Seconder, who will sign the candidate’s application form, also can nominate eligible individuals. The candidate completes the application form and returns it together with a current curriculum vita to the Secretary of the Society. Written letters of nomination are not required.

SECTION 4. The President and Secretary of the Society serve as the Membership Committee. The purpose of the Membership Committee is to insure that applications are complete for presentation to the Board of Directors at a meeting. The Board of Directors shall investigate to its satisfaction the eligibility of the proposed candidate for Fellowship. If by majority vote the Board of Directors approves the candidate, the candidate shall become an Active Fellow of the Society.

SECTION 5. Active Fellows are required to pay dues that are determined by the Board of Directors. Senior Fellows and Honorary Fellows are not required to pay dues.

SECTION 6. Upon the majority recommendation of the Board of Directors, any Fellow can be removed from Fellowship for cause. The Board shall investigate written charges of misconduct, submitted to the Board of Directors by a Fellow in good standing. Causes include, but are not limited to, failure to pay dues for an entire year. The delinquent Fellow shall be notified in advance of any action under this section by the Board of Directors. The Secretary or Treasurer shall notify the delinquent Fellow.

SECTION 7. Any Active Fellow can petition the Board of Directors to nominate as an Honorary Fellow any individual who deserves special distinction for contributions towards the purposes of the Society. If two-thirds of the Directors approve such a petition, the Board shall recommend to the next meeting of the Fellowship the individual’s election as an Honorary Fellow. Honorary Fellows are encouraged to participate in the activities of the Society but are not eligible to vote, hold office, or nominate or endorse candidates for Fellowship.

ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. The Board of Directors of the Society may hold meetings, both regular and special, either within or without the State of Delaware.

SECTION 2. The meeting of the Board of Directors shall be held before the annual meeting of the Fellows, for the election of officers and for the transaction of other business. At least ten days’ notice of the time and place of the Board meeting shall be given.

SECTION 3. Special meetings of the Board of Directors may be called by the President or by any five Directors whenever they deem it necessary. At least ten days’ notice of the special Board meeting shall be given.

SECTION 4. At all meetings of the Board of Directors, a majority of the Directors then elected and qualified, but not less than one-third of the total number of Directors, shall constitute a quorum for the transaction of business and the act of a quorum shall be the act of the Board of Directors, except as may otherwise be provided by the Certificate of Incorporation. If a quorum is not present, the Directors present may adjourn the meeting without notice.

SECTION 5. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required of the Board or of any Committee thereof may be taken without a meeting, provided all members of the Board or Committee, as the case may be, are notified and consent, and the action is recorded in the minutes of proceedings.

ARTICLE V
BOARD OF DIRECTORS

SECTION 1. The management of the affairs and business of the Society shall be vested in the Board of Directors.

SECTION 2. The number of Directors shall be between three and 13 members as determined by the Board of Directors from time to time.

SECTION 3. The President and immediate Past-President shall be ex officio Directors and shall be counted in determining the number of Directors to be elected.

SECTION 4. The term of office for each Director is four years. The maximum term of office is limited to eight years unless that individual becomes an officer. During such term, in which case, such person may be a Director so long as he is an officer, and then until his successor is elected and qualified.

SECTION 5. Directors shall not receive any fixed compensation for their services as Directors, but by resolution of a majority of the entire Board, expenses for attendance may be allowed for attendance at each meeting. Moreover, an individual Director may be authorized by the Board to serve as an officer or agent in another capacity and may receive compensation for that service.

SECTION 6. Any Director may be removed for cause by a majority vote of the Board at any regular or special meeting, provided there is a quorum of not less than two-thirds of members present. Cause shall exist for removal if any Director is removed as a Fellow or has not fulfilled the function of his office.

ARTICLE VI
NOTICES

SECTION 1. Notice can be given to any Director or Fellow by regular mail, by e-mail or by telegram to the address listed in the records of the Society. Such notice shall be deemed to be given at the time of posting or mailing.

SECTION 2. A waiver of right of notice can be made in writing, signed by the person entitled to said notice.

ARTICLE VII
EXECUTIVE COMMITTEE

There shall be elected every four years by the Board of Directors, at least three Directors who together with the President and immediate Past-President shall constitute the Executive Committee. The President shall be the Chairman of the Committee. The Executive Committee shall have all the powers of the Board of Directors in the management of the affairs and business of the Society when the Board is not in session, except as otherwise provided by law. Three members shall constitute a quorum for the transaction of business. Meetings may be called by the Chairman of said Committee or by two members upon ten days’ notice.

ARTICLE VIII
OFFICERS

SECTION 1. The officers shall consist of a President, President-Elect, a Secretary, a Treasurer, and a Program Advisor. The same person may hold any number of offices with the exception of the offices of President and Secretary.

SECTION 2. The Board of Directors chooses the officers.

SECTION 3. The Board of Directors or the Executive Committee may choose such other officers and agents for such terms and activities as it shall deem necessary.

SECTION 4. The term of office for the officers is four years. Reappointment for a second term of four years can be made at the discretion of the Board. The maximum term of office is limited to eight years, unless an officer then is elected to serve as President for another four years. Any officer elected by the Board or the Executive Committee may be removed at any time by the affirmative vote of a majority of the Board. The Board shall fill any vacancy in any office.

SECTION 5. The President shall be the Chief Executive Officer of the Society under the direction of the Board, shall have general and active management of the business of the Society and shall see that all orders and resolutions of the Board or its Committees are carried into effect. The President shall be a member of the Executive Committee of the Board.

SECTION 6. The President-Elect shall perform such duties and have such powers as the Board of Directors, the Executive Committee, or the President may prescribe.

SECTION 7. The Secretary shall keep minutes of the regular and special meetings of the Board, the General Assembly meetings of the Fellows, and the standing Committees as needed, said minutes to be kept in a book of records. The Secretary shall give notice of all meetings of the members and of the Board, and shall perform such other duties as may be prescribed by the Board, the Executive Committee, or the President, under whose supervision he shall be. The Secretary’s signature shall serve as the corporate seal of the Society. The Board also may authorize any other officer to sign any instrument on behalf of the Society.

SECTION 8. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Society. The Treasurer shall deposit all moneys and the Board of Directors or the Executive Committee may designate other valuable effects in the name of and to the credit of the corporation. The Treasurer shall disburse the funds of the Society as may be ordered by the Board or the Executive Committee, taking proper vouchers for such disbursements. The Treasurer shall render to the President and the Board at its regular meetings or upon request, an account of all of the transactions as Treasurer and of the financial condition of the Society.

SECTION 9. The Program Advisor shall assist each meeting president with preparation of the Scientific Program.

ARTICLE IX
SEAL

The Society shall have such seal as shall be determined by the Board of Directors.

ARTICLE X
AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board of Directors of the Society by a majority vote of the whole Board.