ARTICLE I. The members of the Corporation shall consist of
the Fellows and the Life Fellows as follows:
(b) Life Fellows: Any person eligible to be a Fellow who shall be approved by the
Membership Committee may become a Life Fellow upon payment to the Corporation of an
amount fixed from time to time by the Trustees. Life Fellows shall be exempt from the
BOARD OF TRUSTEES
ARTICLE II. (a) Membership: The members of the Board of
Trustees will be twenty-seven in number including the President, Secretary, and
Treasurer. No more than eleven members of the Board at any one time shall be on the
faculty, teaching staff or in the pay of the same medical school or shall have retired
from that faculty or staff by reason of age or illness. If, as a result of nominations
from the floor at the annual meeting, more candidates for Trustees receive enough votes
for election than fall within the quota for a given medical school, only those falling
within such quotas shall be considered elected. Twelve Fellows shall be elected at the
annual meeting of the Fellows, three being elected annually for a term of four
years. Twelve Massachusetts Medical Society Members, who may or may not be Fellows,
shall be appointed by the Massachusetts Medical Society, three being appointed each
year for a term of four years, with the proviso that no more than three appointees
shall be affiliated with a single medical school in any of the relationships specified
in sentence two of this subsection. Trustees (other than Massachusetts Medical Society
appointed members and Trustees ex-officiis) who have served a four-year term of office
shall not be eligible for reelection until one year after the expiration of that term.
(b) Duties and Powers: The business of the Corporation shall be managed by the Trustees, who
may exercise all such powers of the Corporation as are not by law or these By-Laws required to
be otherwise exercised.
(c) Joint Library Committee: The Trustees shall appoint from their number the members
of the Joint Library Committee to be appointed by the Corporation. Such members shall
include the President and at least two Trustees appointed by the Massachusetts Medical
Society and no more than two Trustees affiliated with a single medical school in any of
the relationships specified in sentence two of subsection (a). Members of the Joint
Library Committee appointed by the Trustees shall serve at the pleasure of the
Trustees. As provided in the Harvard Agreement, the Trustees shall have the right to
reject decisions concerning the Corporation's individual affairs made by the Joint
(d) Resignation and Removal: Resignations by Trustees shall be given in writing to the
President, Secret;ry or Trustees. Trustees elected by the Fellows may be removed at any
time with cause by vote of a majority of the Fellows. Trustees appointed by the
Massachusetts Medical Society may be removed at any time with or without cause by the
Society with written notice to the President or Secretary.
ARTICLE IV. The President shall be elected by the Fellows
at their annual meeting and shall hold office for a term of three years and until a
successor is elected and qualified. He or she shall be the chief executive officer of
the Corporation and shall preside at all meetings of the Fellows and of the Board of
Trustees. He or she shall be a member of the Joint Library Committee established under
the agreement dated January 14, 1960, revised July 14, 1989, between the President and
Fellows of Harvard College and the Corporation (as in effect from time to time, the
ARTICLE V. A Vice President shall be elected by the
Trustees at their annual meeting and shall hold office for one year and until a
successor is elected and qualified. He or she shall preside at meetings of the Fellows
and of the Trustees in.the absence of the President, and shall have such other powers
and duties as may be designated from time to time by the Trustees or by the President.
ARTICLE VI. The Secretary shall be elected by the Fellows at their
annual meeting and shall hold office for a term of three years, concurrent with the term of
the President, and until a successor is elected and qualified. He or she shall record the
proceedings of the Fellows and of the Trustees and shall have custody of the seal of the
Corporation. The Secretary shall be a resident of Massachusetts unless a resident agent shall
have been appointed pursuant to the Massachusetts Charitable Corporation Law.
ARTICLE VII. The Treasurer shall be elected by the Fellows at
their annual meeting and shall hold office for a term of three years, concurrent with the
term of President, and until a successor is elected and qualified. The Treasurer shall be
the chief financial officer of the Corporation and shall have such other powers and duties as
customarily belong to the office of treasurer or as may be designated from time to time by the
Trustees or by the President.
An Assistant Treasurer shall be elected by the Trustees at their annual meeting and
shall hold office for a term of one year and until a successor is elected and
qualified. The Assistant Treasurer shall perform the duties of the Treasurer in the
absence of the Treasurer, and shall have such powers and duties as may be designated
from time to time by the Trustees, the President, or the Treasurer.
ARTICLE VIII. The Librarian shall be the Countway Librarian
for the Harvard Medical and the Boston Medical Libraries appointed as provided in the
Harvard Agreement. The Librarian's duties shall be as specified in the Harvard
MEETINGS OF THE BOARD
ARTICLE IX. (a) Time and Place: Regular meetings of the Trustees
may be held at such times and places within or outside of Massachusetts as the Trustees
may fix. An annual meeting shall be held in each year immediately after and at the
place of the annual meeting of the Fellows.
(b) Special Meetings: Special meetings of the Trustees may be held at such times and
places within or outside of Massachusetts as may be determined by the Trustees or by
(c) Notice: No notice need be given for a regular or annual meeting. Forty-eight
hours' notice by mail, telegraph, telephone or word of mouth shall be given for a
special meeting unless shorter notice is adequate under the circumstances. A notice or
waiver of notice need not specify the purpose of any special meeting. Notice of a
meeting need not be given to any Trustee if a written waiver of notice, executed before
of after the meeting, is fried with the records of the meeting, or to any Trustee who
attends the meeting without protesting prior thereto or at its commencement the lack
of notice to such Trustee.
(d) Quorum: A majority of the Trustees or ten, whichever is less, shall constitute a
quorum, but a smaller number may adjourn finally or from time to time without further
notice until a quorum is secured. If a quorum is present, a majority of the Trustees
present may take any action on behalf of the Board except to the extent that a larger
number is required by law or these By-Laws.
(e) Action by Consent: Any action required or permitted to be taken at any meeting of
the Trustees may be taken without a meeting if all the Trustees consent to the action
in writing and the written consents are filed with the records of the meetings of
Trustees. Such consents shall be treated for all purposes as a vote at a meeting.
ARTICLE X. (a) Executive Committee: The Trustees shall elect
from their number an executive committee of not less than five persons, which shall have
all of the powers of the Board of Trustees except those that by law or these By-Laws may
not be delegated.
(b) Membership and Nominating Committees: The Trustees shall elect from their number
or from the Fellows a Membership Committee of not less than three persons, which shall
approve or recommend candidates for Fellow and Life Fellow, and a Nominating Committee
of at least three members, which shall nominate the Trustees and Officers to be elected
by the Fellows.
(c) Other Committees: The Trustees may from time to time establish such other
committees, the members of which need not be Trustees or Fellows, as they deem
appropriate with such powers and duties as the Trustees may determine.
(d) General: The members of any committee appointed by the Trustees shall hold office
at the pleasure of the Trustees. All decisions of committees shall be subject to review
and alteration by the Trustees, provided that any such alteration by the Trustees shall
not affect any action taken prior thereto in reliance upon authorized committee action.
Except as the Trustees may otherwise determine, any committee may make rules for the
conduct of its business, but unless otherwise provided by the Trustees or such rule,
its business shall be conducted as nearly as may be in the same manner as is provided
by these By-Laws for the conduct of business by the Trustees.
ARTICLE XI. Continuing Trustees may act despite a vacancy
or vacancies in the Board and shall for this purpose be deemed to constitute the full
Board. If a vacancy should occur in the Trustees elected by the Fellows, a successor
may be elected by the Trustees to hold office until the next annual meeting of the
Fellows, at which meeting a successor shall be elected to hold office for the unexpired
term. rf a vacancy should occur in the Trustees appointed by the Massachusetts Medical
Society, a successor may be appointed by the Society for the unexpired term upon
written notice to the President or Secretary. Vacancies in any office may be filled
by the Trustees.
ARTICLE XII. Honorary Fellows shall consist of such
distinguished persons as the Trustees shall elect from time to time. Honorary Fellows
may be elected for specified or indefinite terms and shall be exempt from the annual
assessment. Honorary Fellows may attend all meetings of the Fellows but shall not be
entitled to vote.
ARTICLE XIII. The yearly per capita assessment for
Fellows (other than Life and Honorary Fellows) shall be fixed from time to time by the
Trustees. The Trustees may remit the assessment of any Fellow.
RESIGNATION AND REMOVAL OF FELLOWS
ARTICLE XIV. (a) Resignation: Resignations of Fellows shall
be given in writing to the Secretary, President or Treasurer. Resignation shall not
entitle the Fellow to refund of any assessment or portion thereof.
(b) Removal: Any Fellow whose assessment remains unpaid ninety days after notice shall
forfeit his or her Fellowship on vote of, or in accordance with policy determined by,
the Trustees. Any Fellow may be removed for cause by vote of a majority of the Trustees
then in office or with or without cause by a two-thirds vote of the Fellows present or
represented and voting at a special meeting called for the purpose, but in the case of
a Life Fellow only for cause.
MEETINGS OF FELLOWS
ARTICLE XV. (a) Place: Meetings of the Fellows shall be
held at the principal office of the Corporation in Massachusetts or at such other
place as may be named in the call.
(b) Annual Meetings: The annual meeting of the Fellows shall be held within six
months after the end of the fiscal year of the Corporation on such date and at such
hour and place as the Trustees, the President or another officer designated by the
Trustees shall determine. In the event that no date for the annual meeting is
established or such meeting has not been held on the date so determined, a special
meeting in lieu of the annual meeting may be held with all of the force and effect
of an annual meeting.
(c) Special Meetings: Special meetings of the Fellows may be called by the President or
by the Trustees, and shall be called by the Secretary or, in the case of the death,
absence, incapacity or refusal of the Secretary, by any other officer, upon written
application of fifteen or more Fellows entitled to vote thereat.
(d) Notice: A written notice of the date, place and hour of all meetings of the
Fellows stating the purposes of the meeting shall be given by the Secretary or an
Assistant Secretary (or by any other officer who is entitled to call such a meeting) at
least seven days before the meeting to each Fellow entitled to vote thereat, by
delivering such notice in hand or mailing it, postage prepaid, addressed to such
Fellow at the address appearing in the records of the Corporation. Whenever notice
of a meeting is required to be given to a Fellow under applicable law or these By-Laws,
a written waiver thereof, executed before or after the meeting by such Fellow or
attorney thereunto authorized and filed with the records of the meeting, shall be
deemed equivalent to such notice.
(e) Quorum: A majority of the Fellows entitled to vote or twenty-five, whichever is
less, present in person or by proxy, at a meeting shall constitute a quorum, but a
smaller number may adjourn from time to time without further notice until a quorum
is secured. (f) Voting: Each Fellow shall have one vote and may vote in person or by
proxy. If a quorum is present, a plurality of the votes properly cast for election to
any office shall effect such election and action on any other matter shall be approved
if the votes properly cast in favor exceed those against, except when a larger number
is required by law or these By-Laws.
(g) Action by Consent: Any action required or permitted to be taken at any meeting
of the Fellows may be taken without a meeting if all persons entitled to vote on the
matter consent to the action in writing and the written consents are filed with the
records of the meetings of the Fellows. Such consents shall be treated for all purposes
as a vote at a meeting.
ARTICLE XVI. The Corporation shall, to the extent
legally permissible, indemnify each person who may serve or who has served at any
time as a trustee, director or officer of the Corporation or of any of its
subsidiaries, or who at the request of the Corporation may serve or at any time
has served as a trustee, director, officer or member of, or in a similar
capacity with, another organization or an employee benefit plan, against all expenses
and liabilities (including counsel fees, judgments, fines, excise taxes, penalties
and amounts payable in settlements) reasonably incurred by or imposed upon such
person in connection with any threatened, pending or completed action, suit or other
proceeding, whether civil, criminal, administrative or investigative, in which such
person may become involved by reason of serving or having served in such
capacity (other than a proceeding voluntarily initiated by such person unless he or she
is successful on the merits, the proceeding was authorized by the Corporation or the
proceeding seeks a declaratory judgment regarding his or her own conduct); provided
that no indemnification shall be provided for any such person with respect to any
matter as to which he or she shall have been finally adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that his or her action was
in the best interests of the Corporation or, to the extent such matter relates to
service with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan; and provided, further,
that as to any matter disposed of by a compromise payment by such person, pursuant
to a consent decree or otherwise, the payment and indemnification thereof have been
approved by the Corporation, which approval shall not unreasonably be withheld, or
by a court of competent jurisdiction. Such indemnification shall include payment by
the Corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding, upon
receipt of an undertaking by the person indemnified to repay such payment if he or
she shall be adjudicated to be not entitled to indemnification under this article,
which undertaking may be accepted without regard to the financial ability of such
person to make repayment.
A person entitled to indemnification hereunder whose duties include service or
responsibilities as a fiduciary with respect to a subsidiary or other organization
shall be deemed to have acted in good faith in the reasonable belief that his or her
action was in the best interests of the Corporation if he or she acted in good faith
in the reasonable belief that his or her action was in the best interests of such
subsidiary or organization or of the participants or beneficiaries of, or other
persons with interests in, such subsidiary or organization to whom he or she had a
The right of indemnification under this article shall be a contract right inuring
to the benefit of the trustees, directors, officers and other persons entitled to
be indemnified hereunder and no amendment or repeal of this article shall adversely
affect any right of such trustee, director, officer or other person existing at the
time of such amendment or repeal. The indemnification provided hereunder shall inure
to the benefit of the heirs, executors and administrators of a trustee, director,
officer or other person entitled to indemnification hereunder.
The right of indemnification under this article shall be in addition to and not
exclusive of all other rights to which such trustee, director, officer or other
persons may be entitled. Nothing contained in this article shall affect any rights to
indemnification to which corporation employees or agents other than trustees,
directors, officers and other persons entitled to indemnification hereunder may be
entitled by con tract or otherwise under law.
CONFLICTS OF INTEREST
ARTICLE XVII. The Corporation may enter into contracts or
transactions with an Officer, Trustee or Fellow or with any corporation or other
concern in which an officer, Trustee or Fellow is a stockholder, partner director,
officer or employee or is otherwise interested. In the absence of fraud or bad faith,
no such contract or transaction shall be invalidated or affected by the fact that the
presence of such interested person was necessary to constitute a quorum at a meeting
of the Board of Trustees (or any authorized committee thereof) or the Fellows at which
such contract or transaction was authorized or that the vote of such interested person
was necessary for the adoption of such contract or transaction, provided that if such
interest was material, it shall have been disclosed to the Trustees or Fellows voting
on such contract or transaction. A general notice to any person voting on such contract
or transaction that an Officer, Trustee or Fellow has a material interest in any
corporation or other concern shall be sufficient disclosure as to such Officer,
Trustee or Fellow with respect to all contracts and transactions with such corporation
or other concern.
SEAL AND FISCAL YEAR
ARTICLE XVIII. The seal shall be circular in form with the
name of the Corporation around the periphery and the year and state of incorporation
within or in such other form as the Trustees may from time to time determine. The
fiscal year shall commence on July 1 of each year or on such other date as the Trustees
may from time to time determine.
AMENDMENT OF BY-LAWS
ARTICLE XVIX. These By-Laws may be amended, altered or
repealed in whole or in part, and new By-Laws may be adopted, by vote of two-thirds
of the Fellows then serving at a meeting called for the purpose. The Trustees also may
make, amend or repeal these By- Laws in whole or in part, except with respect to any
provision thereof which by law or these By-Laws requires action by the Fellows, by
vote of a majority of the Trustees then in office. Not later than the time of giving
notice of the meeting of the Fellows next following the making, amending or repealing
by the Trustees of any By-Law, notice thereof stating the substance of such change
shall be given to all persons entitled to vote on amending the By-Laws. Any By-Law
adopted by the Trustees may be amended or repealed by vote of two-thirds of the Fellows
then serving at a meeting called for the purpose.