Including Amendment Approved May 18, 2011
Article I – Name of the Organization
The official name of the organization shall be The Robert Wood Johnson Medical School Retired Faculty Association. In second reference in any document, the organization may be referred to as “The RWJMS RFA.”
Article II – Purpose of the Organization
The RWJMS RFA shall serve to help the educational and scientific mission of the medical school by encouraging the involvement, engagement, and participation of retired faculty with RWJMS in these activities. Furthermore, the RWJMS RFA shall be a charitable sponsor of aid to the medical field and to RWJMS. This association shall encourage a relationship of mutual support between the medical school and its retirees.
Article III – Membership
The membership of the RWJMS RFA shall consist of Robert Wood Johnson Medical School faculty and staff who have retired from the medical school. Current faculty and staff who wish to support and further the purposes of this association may also be members. Spouses and companions of all of the above categories are welcome to be members of the RWJMS RFA.
Members shall pay annual dues, shall receive notices and information, and are entitled to participate in all RWJMS RFA events and activities. A spouse or companion of a faculty or staff member shall not pay dues as long as the member is living.
Article IV – Offices of the Organization
Section 1 Titles of the Officers
The titles shall be President, Vice President, Secretary, and Treasurer. The officers and the appointed chairs of the standing committees (Article VI) shall constitute the Executive Committee.
Section 2 Terms of the Officers
All officers shall be elected for terms of two years and until their successors are duly elected. Officers may succeed themselves if reelected. If the president leaves office before the term is completed, the vice president shall become president and a new vice president shall be elected. Terms shall be staggered in order to maintain continuity.
Section 3 Duties of the Officers
A. President Shall call and preside at all meetings of the organization and act as the official spokesperson. Shall, along with the treasurer, be authorized to make expenditures on behalf of the organization. Shall issue an annual report, which shall be published on the RWJMS RFA website and be available in print at RWJMS RFA meetings. Shall prepare reports required by regulations. Shall maintain liaison with the medical school administration including the Office of Faculty Affairs and the Dean.
B. Vice President Shall perform the duties of the president in the event of his or her absence, resignation, or inability to perform and shall be responsible for working with the medical school to establish and maintain the RWJMS RFA website.
C. Secretary Shall take the minutes of meetings of the membership, write newsletters, and prepare the minutes and newsletter for publication on the website and in print form.
D. Treasurer Shall be authorized to make expenditures on behalf of the association, prepare a budget, collect dues, collect member payments at meetings, e.g., for food, and maintain the financial records of the association.
Section 4 Election of Officers
The Election and Membership Committee shall be responsible for overseeing the annual elections of officers of the RWJMS RFA at the annual membership meeting. The Committee shall send electronic and/or written notification at least 1 month prior to the annual membership meeting requesting nominations (self-nomination or other) for the vacant officer positions. The Election and Membership Committee shall meet and prepare a slate of candidates. This slate of candidates shall be presented at the annual membership meeting or any regularly scheduled meeting of the association and additional nominations may be taken from the floor.
Officers shall be elected by a mail or electronic ballot to all members, and the candidate receiving the largest number of votes shall be elected to the position.
Article V – Executive Committee
The Executive Committee shall consist of the elected officers of the RWJMS RFA and the chairs of standing committees and shall meet at least once annually. The Executive Committee shall oversee the financial records and budget of the association. The Executive Committee shall establish committees as needed. The Executive Committee may appoint and supervise an Executive Director.
Article VI – Standing Committees
The standing committees of the RWJMS RFA shall be the Election and Membership Committee and Program Committee. The terms on all standing committees shall be two years and shall be staggered in order to maintain continuity. The Election and Membership Committee shall prepare a slate of candidates for all standing committees except for the Election and Membership Committee itself. Candidates for the Election and Membership Committee shall be nominated at the annual membership meeting of the RWJMS RFA or any regularly scheduled meeting of the association. The Election and Membership Committee shall be responsible for overseeing the elections of all standing committee members. Members of the standing committees shall be elected at any regularly scheduled meeting of the association.
Article VII – Meetings
There shall be an annual membership meeting at which elections, as necessary, can be conducted, the president shall present an annual report, proposed changes to the bylaws may be voted upon, and the membership may discuss such questions and proposals as may be raised. At other times, the president may designate an event or gathering as a membership meeting for the purpose of discussing such business as any member wishes to have considered.
Membership meetings may be conducted informally, but in the case of elections or when a member wishes to make a motion of substance, the meeting shall be conducted according to Robert’s Rules of Order, revised.
The Program Committee shall organize other meetings throughout the year where the focus may be to provide information, promote interactions, encourage discussion, or hear presentations.
Article VIII – Dues
Dues shall be determined and regulated by a majority vote of the Executive Committee.
Article IX – Dissolution Requirement
Upon the dissolution of the RWJMS Retired Faculty Association, incorporated as the Robert Wood Johnson Retired Faculty Association a NJ Nonprofit Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the 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. Any such assets not so disposed of shall be disposed of by order of the Superior Court of the State of New Jersey in the County of Middlesex exclusively for the purpose of medical education and research, or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article X – Adoption and Amendments
In order for these bylaws to be adopted, they shall be approved by a majority of those attending a publicly announced meeting held for the purpose of adopting these bylaws.
Proposals for amending the by-laws of the RWJMS RFA shall be submitted in writing by at least three members to the president for presentation to the membership for discussion at a RWJMS RFA meeting. In order for an amendment to be adopted, it shall be approved subsequently by a majority of the membership by mail or electronic ballot.