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Boston Medical Library
- Charter and By-Laws -
October, 1994
As Revised, October 24, 2006


CHARTER
INCORPORATED MAY 7, 1877


ENLARGED MARCH 13, 1928
The purpose for which the Corporation is constituted is: To establish and maintain a Library of Medicine and the Allied Sciences and the promotion and advancement of medical science and medical education.

BY-LAWS AS REVISED,
OCTOBER 19, 1994
MEMBERS OF THE CORPORATION


ARTICLE I. The members of the Corporation shall consist of the Fellows and the Life Fellows as follows:

(a) Fellows: Any physician approved by the Membership Committee who has received a degree in medicine from a medical school approved by the Liaison Committee on Medical Education of the American Medical Association, or a degree in dentistry from a dental school accredited by the Commission on Dental Education, and any other physician or dentist recommended by the Membership Committee and approved by the Board of Trustees, may become a Fellow upon payment to the Corporation of the current assessment. Fellows shall hold office for a year or portion thereof ending December 31, and annual renewal of Fellows shall be subject to the approval or recommendation of the Membership Committee in its discretion.

(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 annual assessment.

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 Library Committee.

(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.

OFFICERS


ARTICLE III. The Officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and an Assistant Treasurer. The Trustees may from time to time appoint other officers, including one or more additional Vice Presidents or Assistant Treasurers, who shall have such powers and duties as may be designated by the Trustees. Officers need not be Trustees or Fellows, except that the Vice President elected under Article V shall be a Trustee. Two or more offices may be held by the same person. Officers may be removed from their respective offices with or without cause by vote of a majority of the Fellows in the case of Officers elected by them, and by vote of a majority of the Trustees then in office in the case of Officers elected or appointed by them.

PRESIDENT


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 "Harvard Agreement").

VICE PRESIDENT


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.

SECRETARY


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.

TREASURER


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.

LIBRARIAN


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 Agreement.

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 the President.

(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.

COMMITTEES


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.

VACANCIES


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.

HONORARY FELLOWS


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.

ASSESSMENTS


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.

INDEMNIFICATION


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 fiduciary duty.

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.