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SHAUGHNESSY REHAB HOSPITAL - BYLAWS OF FRIENDS OF THE SHAUGHNESSY REHAB HOSPITAL i^ BYLAWS OF FRIENDS OF THE DR. J . ROBERT SHAUGHNESSY REHABILITATION HOSPITAL , INC . Approved by the Board of Trustees November 25 , 1975 Secretary a BYLAWS OF FRIENDS OF THE DR. J . ROBERT SHAUGHNESSY REHABILITATION HOSPITAL , INC . ARTICLE I Name and Object of Corporation Section I . This corporation shall be known as the Friends of the Dr . J . Robert Shaughnessy Rehabilitation Hospital , Inc . , hereinafter called the Corporation. Section 2 . The object of the Corporation shall be to receive charitable gifts to be used to benefit the Dr . J . Robert Shaughnessy Chronic Disease/Rehabilitation Hospital , here- 49 inafter called the Hospital , to supervise the application thereof , and to perform any other functions determined to be of use and benefit to the Hospital . ARTICLE II Membership Section 1 The membership of the Corporation shall consist of that person who has signed the Articles of Organization as incorporator , together with all persons who are hereafter received into membership as hereinafter provided . Section 2 . All persons who are Trustees of the Dr . J . Robert Shaughnessy Chronic Disease/Rehabilitation Hospital shall , during their active tenure as Trustees , be members of the Corporation . Section 3 The membership , and the rights and privileges of a member shall not be assignable . ARTICLE III Government Section 1 The general management of the affairs of the Corporation shall be vested in the Board of Directors , which shall consist of all members . Section 2 The officers of the Corporation shall consist of a President , Treasurer , and Secretary selected from the Board of Directors as provided in Section' l of Article V of these Bylaws . 2 . Section .3 . The President shall be a member , ex-officio , of all committees . ARTICLE IV Meetings Section 1 . The annual meeting of members of the Association shall be held on the third Tuesday evening of January of each year . Notice of the time and place of holding the annual meeting shall be mailed to each member at least five days previous thereto . Section 2 . Special meetings of members of the board of directors may be called by the President at any time on his own initiative, or by the Treasurer upon request of five members to such officer made in writing . Notice of the meeting shall be mailed to each member at least ten days previous to the meeting, and at such special meeting there shall only be considered such business as is spec- ified in the notice of meeting. Section 3 . At all meetings of the Corporation, either regular or special , a majority of all members in good standing , or directors in good standing in the case of a meeting of the board of directors , shall constitute a quorum. Section 4 . If a quorum is not present , the presiding officer may adjourn the meeting to a day and hour fixed by him. Section 5 . At all meetings of the Corporation, the order of business shall be as follows : (a) Reading of minutes of immediate prior meeting for information and approval. (b) Reports of officers . (c) Reports of committees. (d) Election of directors. (e) Unfinished business. (f) New business . (g) Reading and approval of minutes of meeting just held , if requested . Section 6. A vote by a majority of members present at a meeting of members and a vote by a majority of directors present at a meeting of the Board of Directors shall be deemed to be the action of the membership or Board of Directors . �a 3 . ARTICLE V Election of Officers Section 1 . The Board of Directors shall elect from among their number a President , a Treasurer , and a Clerk. The meeting of the Board of Directors to elect officers shall be held on the first Tuesday evening of January of each year . Officers elected shall hold office until new officers are elected . ARTICLE VI Vacancies in Office If a vacancy occurs among the officers , the vacancy shall be filled for the unexpired term by the Board of Directors ARTICLE VII Duties of Officers Section 1. The President shall preside at all meetings of the Corporation and of the Board of Directors and shall appoint such committees as he or the Corporation shall consider expedient or necessary. Section 2 . In the absence of the President , the Treasurer shall perform his duties , and in the absence of both President and Treasurer, the Clerk shall preside and assume the duties of the President . Section 3 . The Treasurer shall have charge of all receipts and monies of the Corporation, deposit them in the name of the Corporation in a bank approved by the Board of Directors , and disburse funds as ordered or auth- orized by the Board of Directors . He shall keep regular accounts of his receipts and disbursements, submit his record when requested , and give an itemized statement at regular meetings of the Corporation. He shall sign checks and withdrawal slips in behalf of the Corporation upon any and all of its bank accounts , and the same shall be honored on his signature alone. Section 4 . The Clerk shall keep the minutes of all meetings of the Corporation and of the Board of Directors; shall, if requested , read such minutes at the close of each meet- ing for approval; and shall mail out all notices for meetings of the Corporation or the Board of Directors . 4 . Section 5 . The President and the Treasurer or Clerk shall , on being so directed by the Board , sign all leases , con- tracts , or other instruments in writing . ARTICLE VIII Duties and Powers of Board of Directors Section 1 . The Board of Directors shall have general charge and management of the affairs, funds , and property of the Corporation. The Board shall have full power , and it shall be the Board ' s duty to carry out the purposes of the Corporation according to its Articles of Organization and Bylaws . Section 2 . The Board of Directors may vote the expenditure of monies as it deems necessary or advisable. Section 3 . The meetings of the directors may be held in the City of Salem, in the County of Essex,. or in any other place in said County. They shall not be held outside the Commonwealth of Massachusetts . ARTICLE IX Compensation of Directors and Officers . Neither the officers , directors , or members serving on committees shall receive any salary or compensation for services rendered to the Corporation. ARTICLE X Notices All notices to members shall be mailed to their addresses as given on the books of the Corporation, and such mailing shall constitute presumptive evidence of service thereof . ARTICLE XI Amendments These bylaws may be amended only. by a majority vote of the members present at a regular or special meeting of the Corporation, provided notice- of the purport of pro- posed amendment has been stated in the call for the meeting.