New York Roentgen Society

  1. Article I. Affiliation, Purpose and Definitions
  2. Article II. Code of Ethics
  3. Article III. Sections and Subsections of the Society
  4. Article IV. Membership
  5. Article V. Officers and Executive Committee
  6. Article VI. Section on Radiation Oncology
  7. Article VII. Councilors and Delegates
  8. Article VIII. Dues and Assessments
  9. Article IX. Parliamentary Procedure
  10. Article X. Fiscal Year
  11. Article XI. Prohibition Against Sharing in Corporate Earnings
  12. Article XII. Indemnification
  13. Article XIII. Amendments to the Bylaws

Article I. Affiliation, Purpose and Definitions

Section 1. Affiliation

The New York Roentgen Society, Inc. (hereinafter Society) is a not-for-profit corporation formed under the laws of the State of New York. It is a local radiological society under the Bylaws of the New York State Radiological Society, Inc. (hereinafter NYSRS), which is the New York State Chapter of the American College of Radiology (hereinafter ACR).

Section 2. Purpose

The purpose of the Society is to form a closer association of the radiologists and the allied scientists practicing in the City of New York and its environs for the advancement of the science, education and practice of radiology, and maintenance of radiology as a specialty of medicine on the highest possible level.

Section 3. Definitions

  1. Radiologist: The term radiologist as used in these Bylaws shall mean only those physicians who limit their practice to diagnostic radiology (or any subspecialty thereof), radiation oncology, nuclear medicine, or any combination thereof.
  2. Allied Scientist or Member in the Allied Sciences: The term Allied Scientist or Member in the Allied Sciences as used in these Bylaws shall mean only those individuals whose professional work complements the activities and goals of radiologists and the Society, such as radiologic and MR Physicists, Radiochemists, Radiobiologists, Related Engineers, Computer Scientists and any other discipline deemed appropriate by the Executive Committee of the Society.
  3. Members and Membership: The term Members and Membership as used in these Bylaws shall mean and include all of the classes of members or members with the right to vote, defined in section 1 of Article IV hereof, as the context may require.

Article II. Code of Ethics

Members of the Society are expected to conform to the Code of Ethics of the American College of Radiology.

Article III. Sections and Subsections of the Society

The Society will encompass at least a Section on Radiation Oncology. From time to time the Executive Committee may propose that the Members establish additional Sections or Subsections of the Society. Notice of any such proposal shall be published to the Members in the Notice of the next monthly meeting of the Society and submitted to a vote by the Members of the Society at that monthly meeting. The proposed Section or Subsection will be duly established upon approval by a two-thirds vote of the Members. Such an additional Section or Subsection may be modified or deleted in the same manner.

Article IV. Membership

Section 1 Classification of Members

There shall be the following ten classes of Members in the Society:

  1. Active Chapter Members: Active Chapter members must be physicians who are Diplomats of the American Board of Radiology (ABR) or who have received certificates from an equivalent qualifying body acceptable to the Executive Committee of the Society. Active Chapter Members are required to join the NYSRS, must practice in New York City or the greater metropolitan area and must choose to vote in the affairs of the NYSRS through the Society. Active Chapter Members shall have the right to vote and to hold office in the Society.
  2. Active Members: Active Members must fulfill all the requirements and shall have all the privileges of Active Chapter Members, except that they have elected not to join the NYSRS, or having joined the NYSRS, have elected not to vote (or are not qualified to vote) in the affairs of the NYSRS through the Society. Active Members shall have the right to vote and to hold office in the Society.
  3. Associate Members: Associate Members shall be those who meet all requirements for Active Chapter Members or Active Members, except that of being Diplomats of the American Board of Radiology or of an equivalent qualifying body acceptable to the Executive Committee of the Society. They shall have all the rights and responsibilities of Active Chapter Members or Active Members, except that they shall not have the right to vote or to hold office in the Society.
  4. Members in Training: Members in Training shall be physicians who are residents or fellows in a formal training program in New York City or in the greater metropolitan area in (a) Radiology (or in one of the subspecialties of Radiology); (b) Radiation Oncology; © Nuclear Medicine; and/or (d) an Allied Science approved by the Executive Committee of the Society. Members in Training shall not have the right to vote or to hold office in the Society, except in the capacity of resident representative to the Society. Upon successful completion of their training, Members in training will be elevated to Active Chapter Membership, Active Membership or Associate Membership in the Society, provided that they then meet the criteria for that class of Membership.
  5. Members in the Allied Sciences: Members in the Allied Sciences shall be considered Active Members of the Society with all the rights and privileges of such Members.
  6. Inactive Members: Inactive Members shall be those who have been members in good standing of the Society and who for reasons acceptable to the Executive Committee, e.g. illness, finances, or service in the United States Armed Forces, are temporarily unable to continue as Active Chapter Members, Active Members, Associate Members, or Members in the Allied Sciences. Inactive Members shall not have the right to vote or to hold office in the Society. An Inactive Member may return to active status upon application for reinstatement filed with the Secretary/Treasurer of the Society and approval of such application by the executive committee.
  7. Retired Members: Retired Members shall be those members who have served for at least ten years as Members in good standing, have retired from the active practice of, or to remain associated with the Society. Retired Members shall not be required to pay dues. Retired Members shall be entitled to all the rights and privileges of full membership, except that such Members shall not have the right to vote or to hold office in the Society.
  8. Emeritus Members: Emeritus Members shall be those who are eligible for retired membership status and who have made outstanding contributions to the discipline of Radiology, including Diagnostic Radiology, Radiation Oncology, Nuclear Medicine, and/or the Allied Sciences. When any Member requests retired status, the Executive Committee may consider that person for Emeritus status, and may vote to grant such status.
  9. Members Practicing Outside the Greater Metropolitan Area: Members practicing outside the greater metropolitan area shall be denominated non-resident members and shall be those individuals practicing outside the greater metropolitan area who formerly were Active Chapter Members, Active Members, Associate Members or Members in the Allied Sciences, but who have relocated their practice outside of the geographical territory designated for Active Members. Should a member reestablish practice within the territory designated for Active Membership, then upon written application for reinstatement filed with the Secretary/Treasurer, he/she will automatically be reinstated to the category of membership then appropriate. Nonresident members shall not have the right to vote or to hold office in the Society. The executive committee shall determine whether members are practicing within or outside of the greater metropolitan area.
  10. Honorary Members: Honorary Members shall be those who have made outstanding contributions to the fields of Radiology, Radiation Oncology, Nuclear Medicine, and/or the Allied sciences, who are ineligible to become Members of the Society, and who have been approved for this honor by a unanimous vote of the Executive Committee.

Section 2. Election to Membership

  1. Application Form: Application for Membership in the Society shall be made on a form authorized by the Executive Committee and signed by the candidate. The application must be endorsed by two members in good standing who are personally acquainted with the candidate.
  2. Consideration for Membership: The endorsed application for membership shall be forwarded to the Secretary/Treasurer of the Society and presented to the Executive Committee. The application will be considered at the next meeting of the Executive Committee. If the application is not accepted by the Executive Committee, it will not be presented to the Membership for a vote and the application will be deemed to have been rejected. If the application is accepted by the Executive Committee, the names of the candidate and the two endorsers (the proposer and the seconder) shall be published to the Membership in a manner determined by the Executive Committee. Any objection to any membership application must be submitted in writing to the Secretary/Treasurer of the Society prior to the regular meeting of the Society next succeeding the publication of such names. If one or more signed letters of objection are received by the Secretary/Treasurer, the application will be returned to the Executive Committee for review and subsequent action. Such an applicant will be provided an opportunity to answer any objections raised to his/her candidacy, in person or in writing, as the candidate may elect, at a regularly scheduled meeting satisfactory to the president and the applicant, but not earlier than the next regularly scheduled meeting of the Executive Committee and not later than four months thereafter.
  3. Voting on Applicants for Membership: Voting on the applicants for membership at a meeting of the Society shall be by closed ballot.
  4. Transition to Retired or Inactive Status: Requests for Retired or Inactive Member status must be submitted in writing to the Secretary/Treasurer of the Society and presented thereafter to the Executive Committee of the Society. Such membership status will be conferred upon approval by the Executive Committee.
  5. Dues Requirement for Newly-Elected Members: Every newly elected member shall pay the current dues in a timely fashion after election to membership. Such dues must be paid before the new member is entitled to the privileges of membership. However, if an individual is elected to membership in the last three months of the fiscal year, then the new member’s dues will be considered payable in the first month of the following fiscal year. Should a newly elected member be in default of payment of dues, the election of that individual to membership shall be deemed void, unless a reason for such default, satisfactory to the Executive Committee, shall be given, the Executive Committee fixes a new due date for the payment of dues by such member, and such member pays such dues by such date.
  6. Emeritus Members: The status of Emeritus Member shall be conferred upon approval by three-quarters of the members of the Executive Committee having the right to vote and present at the time of the vote.

Section 3. Membership Meetings

  1. Number and Timing: There shall be six (6) regular meetings of the Society, one meeting per month in the months of October through March. Each such meeting shall be held in the evening. The Annual meeting of the Society shall be held in April or May at a time and place to be determined by the Executive Committee.
  2. Place of Meetings: Regular meetings from October through March will be held in the borough of Manhattan at the New York Academy of Medicine, unless otherwise specified by the Executive Committee. Special meetings of the Membership may be held at places designated by the Executive Committee.
  3. Order of Business: The order of business at a regular meeting shall be determined by the Executive Committee and the President.
  4. Special Meetings: Special Meetings may be called by the Executive Committee, or by the President, and must be called at the written demand of five (5) Active Chapter Members and/or active Members in good standing. Such a written demand for the call of a Special Meeting shall specify the date and month thereof, which shall not be less than two nor more than three months from the date of such written demand. The secretary/treasurer upon receipt of any authorized call for a Special Meeting shall promptly give notice of such meeting, or if he/she fails to do so within five business days thereafter, the president or any member signing such a written demand may give such notice. The notice of such special meetings must state distinctly each object of such meeting, and no business, other than that stated in the notice, shall be conducted or enacted at that meeting.
  5. Quorum: Members entitled to cast 100 votes or one-tenth of the total number of votes entitled to be cast, whichever is lesser, shall constitute a quorum at any regular or special meeting of members for the transaction of any business. Every member entitled to vote at a meeting of the Members of the Society may authorize another voting member or members of the Society to act for him/her by proxy. The provision of Section 609 of the Not-for-Profit Corporation Law shall govern the form and use of any proxy.
  6. Notice of Meetings:
    1. At least seven (7) days’ notice shall be given for all regular meetings.
    2. Written notice of Special Meetings shall be mailed by first class mail to the Membership, not less than ten nor more than fifty days before the date of the meeting.
    3. Notices shall be mailed to the members at their addresses as they appear on the record of members of the Society, unless a member shall have filed with the secretary/treasurer a written request that notices to him/her be mailed to some other address, in which event a notice of such meeting shall be directed to him/her at such other address. If the Society has more than 500 members, the notice may be served by publication, in lieu of mailing, in a newspaper published in New York County once a week for three successive weeks next preceding the date of the meeting.
    4. An affidavit of the secretary/treasure or other person giving the notice that the notice required by this paragraph has been given shall, in the absence of fraud, be prima facie evidence of the facts therein stated.
  7. Votes of Members: Officers shall be elected by a plurality of the votes cast at a meeting of members by the members entitled to vote in the election. Whenever any corporate action, other than the election of officers, is to be taken by vote of members, it shall be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon, unless a greater proportion of votes are fixed by a provision of these Bylaws. Blank votes or
    abstentions shall not be counted in the number of votes cast.

Section 4. Resignation

A member may resign at any time during the year, upon written notice to the secretary/treasurer. No member may resign in good standing, unless he/she shall have paid his/her dues and assessments in full, except that a member may resign in good standing within one month after the mailing of the first annual bill for dues, provided that all other indebtedness has been paid.

Section 5. Discipline and forfeiture of Membership

  1. A physician-member of the Society whose license to practice medicine in the State of New York is revoked or surrendered shall automatically forfeit his/her membership in the Society. Any other member of the Society whose license or certificate to practice his/her profession is revoked or surrendered shall automatically forfeit his/her membership in the Society. If the right to practice is restored to such former member, he/she may apply to the Executive Committee of the Society for reinstatement. If approved by the Executive Committee, such application for reinstatement shall be published in the notice of the next regular meeting of the Society and shall be submitted to the membership for its determination.
  2. Any member of the Society in good standing may prefer a charge against any other member alleging that such member has committed unethical conduct and/or that such member has committed egregious acts detrimental to the Society. Such charges must be in writing and must be submitted to the Executive Committee, who shall examine the same and the evidence thereof within thirty days following the receipt of the charges. If the Executive Committee shall be of the opinion that the charges are well founded, the committee shall give the accused member at least one month’s notice of the nature of the charges, stating the time and the place at which his/her case will be heard. The accused member must be accorded an opportunity to present himself/herself in person at a fair and impartial hearing held by the Executive Committee. The accused member may bring an attorney or another representative with him/her to that hearing. The notice and hearing procedures under this section shall be consistent with the standards for professional review actions prescribed by the Health Care Quality Improvement Act of 1986, as amended. If the Executive Committee, by a two-thirds vote, recommends that the charges be found substantiated, the Executive Committee shall publish to the membership the name of the individual, the specific charges and the disciplinary recommendation of the Executive Committee, which may consist of a recommendation that such member be censured, suspended or expelled from the roles of the Society. At a regular or special meeting following publication of the charges, the members of the Society may determine whether the charges should be sustained and, if so, whether the member should be censured, suspended or expelled.

Article V. Officers and Executive Committee

Section 1. Officers and Terms of Office

  1. There shall be five (5) officers of the Society, namely: President, President-Elect, Vice-President, Secretary/Treasurer and Historian. The term of office of the President, President- Elect, and Vice-President shall be one year. The term of office of the Secretary/Treasurer shall be three years. The term of office of the Historian shall be five years. The officers of the Society, except those ascending to office, will be elected at the general election in February of each year. All officers so elected will take office on the first day of June, except that officers who are elected or who ascend to fill a vacancy, as provided in section 3 of this article, shall assume office immediately upon such election or ascension.
  2. The President, President-Elect and Vice-President elected or ascending to a full term cannot be re-elected to the same office in successive years. The Secretary/Treasurer elected to a full term cannot be re-elected to the same office. The Historian may be re-elected to the same office as judged appropriate by the Executive Committee.

Section 2. Nominating Committee & Election or Ascension of Officers

  1. In all years in which vacancies are scheduled to occur in the elected offices of the Society, the President shall, at or before the regularly scheduled January meeting of the Executive Committee, select and appoint, with the consent of the Executive Committee, three (3) members to form a Special Committee to be know as the Nominating Committee. None of the members of such committee may be a member of the Executive Committee. At least one committee member must be a past president other than one of the two immediate past presidents. At any other time that an unexpected vacancy occurs, which may not be filled by ascension of another officer, the President also shall appoint such a Nominating Committee.
  2. The Nominating Committee shall select appropriate nominees for all vacancies to be filled by election and, for scheduled vacancies, shall publish their slate directly to the membership in the monthly notice for the February meeting of the membership, to enable voting for officers to take place at the February meeting of the Society. Nominations other than the nominations submitted as the slate of the Nominating Committee may be accepted for voting, provided that such additional nominations are supported in writing by at least twenty-five (25) voting members in good standing, and provided that the names of the proposed candidates and their supporters are submitted in writing to the Secretary/Treasurer at least two (2) weeks prior to the February meeting.
  3. At the conclusion of the one-year term of the President, the President-Elect shall ascend to the office of President. At the conclusion of the one-year term of the President-Elect, the Vice-President shall ascend to the office of the President-Elect. Upon the completion of the three-year term of the Secretary/Treasurer, he/she shall ascend to the office of Vice-President. The person serving as Historian does not ascend to another office but is eligible for election to any office. Each of the foregoing expectations assumes that the member is, at such time, a member in good standing in a category of members eligible to hold office in the Society.

Section 3. Filling of Vacancies

  1. Upon any unexpected vacancy in the office of President, the President-Elect shall immediately ascend to the office of President for the unexpired portion of the one-year term. Upon an unexpected vacancy in the office of President-Elect (including a vacancy caused by the ascension of such officer to the office of President), the Vice-President shall immediately ascend to the office of President-Elect for the unexpired portion of the one-year term. Upon any unexpected vacancy in the office of Vice-President (including a vacancy caused by the ascension of such officer to the office of President-Elect), the Secretary/Treasurer will not ascend to the office of Vice-President and such office will be filled by a special election for the unexpired portion of the one-year term and then by general election for any additional term or terms until the Secretary/Treasurer hs completed his/her three-year term and then ascends to the office of Vice-President.
  2. Except as provided in paragraph (A) of this section, the Executive Committee may hold a special election to fill any unexpected vacancy in any office of the Society upon the approval of the Executive Committee by a two-thirds vote. Special elections must follow the same format as for general elections. The membership must be notified of the date and time that any special election is to be held, as determined by the Executive Committee; the slate of proposed candidates must be published to the membership at least two weeks in advance of a special election and additional nominations must be accepted in conformity with the procedure for general elections.

Section 4. Executive Committee

  1. The Executive Committee of the Society shall be comprised of the officers designated in Section 1 of this article, the two immediate past presidents, the Chair of the Section on Radiation Oncology and one other officer of the Section on Radiation Oncology designated by the Chair of that section. The President, in his/her discretion, may invite as an ad hoc non-voting member of the Executive Committee any number of Members or non-members of the Society.
  2. The Executive Committee shall have the authority to conduct and manage all business and affairs of the Society. It shall have the right, power and authority to exercise all such powers and perform such acts as may be exercised or done by the Society as a not-for-profit corporation, subject to the laws of the State of New York, the provisions of the Certificate of Incorporation of the Society and these bylaws. The Executive Committee shall constitute and be deemed the Board of Directors of the Society for all purposes. As such, it shall not be deemed or limited to the powers of an executive committee as specified in Section 712 of the Not-for-Profit Corporation Law. The Executive Committee shall establish policies concerning the expenditures of the funds of the Society and shall order the auditing of the books of the Secretary/Treasurer at least once each fiscal year, preferably before the annual meeting, and the audit report shall be submitted to the Executive Committee. It shall be the duty of the Executive Committee to investigate the qualifications of proposed members and to report the same to the Society membership. The Executive Committee shall select and designate the place of regular and special meetings of the membership. Five voting members of the Executive Committee shall constitute a quorum of that committee for the transaction of any business.
  3. Unless a greater proportion of votes is fixed by a provision of these bylaws, the vote of a majority of the members of the Executive Committee having the right to vote and present at the time of the vote, if a quorum is present at such time, shall be the act of the Executive Committee.

Section 5. Duties of Officers

  1. The President shall preside at all meetings of the Society, unless unavoidably prevented, and he/she shall be the Chair of the Executive Committee of the Society. He/She or his/her designee shall arrange the scientific program, and shall perform all other duties that custom and parliamentary usage may require. He/she shall be an ex-officio voting member of all other committees of the Society, except the Nominating Committee. He/she shall appoint the members of all committees and chairs thereof, except committees and their chairs of the Section on Radiation Oncology.
  2. The President-Elect shall have no official duties during his/her year in this office but is expected to support and assist the President in accomplishing the tasks of the Society.
  3. The Vice-President shall have no official duties during his/her year in this office but is expected to support and assist the President and the President-Elect in accomplishing the tasks of the Society.
  4. The Secretary/Treasurer shall keep a record of the transactions of the Society and shall record and preserve the minutes of the proceedings of meetings of the Society and of the Executive Committee. He/she shall notify all members of the time and place of the regular and special meetings of the Society. The Secretary/Treasurer shall receive all monies due the Society from the membership and other sources and shall supervise the disbursement of all such monies. He/she shall bank or accumulate or invest any surplus funds in accordance with the policies of the Executive Committee. He/she shall make a report of the funds of the Society at any regular meeting on request of the President.

Section 6. Special Committees

The Executive Committee may, from time to time, create such Special Committees as it may deem desirable, each of which shall perform the duties for which it is created without any undue delay and shall submit its reports to the President. The members of each such Committee shall serve at the pleasure of the Executive Committee.

Section 7. Committee Action by Conference Telephone

Any one or more members of the Executive Committee or of any other committee may participate in a meeting of such committee by means of a conference telephone or similar equipment which allows all persons participating in the meting to hear each other at the same time, provided that the committee Chair approved the use of such equipment for a committee meeting. Participation by such means shall constitute presence in person at such a meeting.

Article VI. Section on Radiation Oncology

Section 1. Officers of the Section and their Terms of Office

  1. There shall be five (5) officers of the Section on Radiation Oncology (hereinafter in this Article called the Section), namely: Chair, Vice-Chair, Secretary, Historian and Member-at-Large. The term of office of the Chair, Vice-Chair, Secretary and Member-at-Large shall be one year. The term of office of the Historian shall be five (5) years. The officers of the Section will take office on a date determined by the Section. Officers, who are elected to fill a vacancy, as provided in paragraph B of section 2 of this Article, shall assume office immediately upon such election.
  2. The Chair and Vice-Chair elected to a full term cannot be re-elected to the same in successive years. The Secretary and the Member-at-Large elected to a full term may be reelected to one additional term. The Historian may be re-elected to the same office as judged appropriate by the officers of the Section.
  3. The Chair or the Chair’s appointed representative shall preside at the business and didactic meetings of the Section and shall be responsible for arranging the scientific program. The Chair shall arrange all meetings of the Executive Committee of the Section. The Vice-Chair shall assume the duties of Chair in the Chair’s absence. The Secretary shall be responsible for writing, distributing and presenting minutes of all business meetings of the Section or of the Executive Committee of the Section. The Member-at-Large shall work closely with the Chair in planning the scientific program. The Historian shall be responsible for maintaining the historical records of the Section.

Section 2. Nominating Committee of the Section and Election of Section Officers

  1. The Chair of the Section shall annually select and appoint a Nominating Committee which will follow procedures paralleling as nearly as practical the procedures for the Nominating Committee of the Society under Section 2 of Article V of these bylaws in respect to nominating candidates and in respect to election of Section officers except that the Executive Committee of the Section may adopt a separate annual timetable for nominations and elections.
  2. The Executive Committee of the Section, upon approval of five (5) of the members of the Executive Committee of the Section with the right to vote, may hold a special election to fill any unexpected vacancy in any office of the Section. Special elections must follow the same format as for general elections. The membership of the Section must be notified of the date and time that any special election is to be held; the slate of proposed candidates must be published to the membership of the Section at least two (2) weeks in advance of a special election. Additional nominations must be accepted in conformity with the procedure for general elections and the votes of a plurality of members of the Section casting votes will e required for election to any office.

Section 3. Executive Committee of the Section

The Executive Committee of the Section shall consist of the Chair, immediate past Chair, Vice-Chair, Secretary, Member-at-Large, Historian and CARROS representative all of whom shall have voting privileges. Chairs of any Standing Committees and other members may be invited by the Section Chair ad hoc to attend meetings, without voting privileges, to address specific issues. Four (4) voting members of the Committee shall constitute a quorum for the transaction of its business. Reference in any provision of these bylaws outside of this Article to the Executive Committee shall mean the Executive Committee of the Society constituted under Section 4 of Article V and shall not mean the Executive Committee of the Section.

Section 4. Special Committees of the Section

The Chair of the Section may, from time to time, create and appoint Special Committees as he/she sees fit and the Chairs thereof. The Section Chair shall be an ex-officio voting member of each such committee. Each such committee shall perform the special duties for which it was created without any undue delay and shall submit its reports to the Section Chair.

Section 5. Committee Action by Conference Telephone

Any one or more members of the Executive Committee of the Section or of any other committee of the Section may participate in a meeting of such committee by means of a conference telephone or similar equipment which allows all persons participating in the meeting to hear each other at the same time provided that the committee Chair approves the use of such equipment for a committee meeting. Participation by such means shall constitute presence in person at such meeting.

Section 6. Quorum

Members of the Section entitled to cast one-tenth of the total number of votes entitled to be cast shall constitute a quorum at any regular or special meeting of members of the Section for the transaction of any business. Every Section member entitled to vote at such a meeting may authorize another voting member or members of the Section to act for him/her by proxy.

Article VII. Councilors and Delegates

Section 1. Councilors and Alternate Councilors to the ACR

The Society shall be represented at the American College of Radiology by Councilors and Alternate Councilors, the number thereof being determined from time to time by the Executive Committee of the NYSRS under its bylaws. The terms of office, the term limits and the duties of Councilors and Alternate Councilors shall be as provided in the bylaws of the ACR and the NYSRS. The Executive Committee of the Society will recommend persons to be appointed as Councilors and Alternate Councilors to the Executive Committee of the NYSRS in accordance with the bylaws of the NYSRS and the due dates for such recommendations established and announced by the NYSRS. The Councilors and Alternate Councilors also shall be voting members of the Board of Directors of the NYSRS as provided in the bylaws of the NYSRS.

Section 2. Delegated and Alternate Delegates to the NYSRS

T he active Chapter members and the members in the allied Sciences of the Society shall annually elect representatives to the Board of Directors of the NYSRS to be known as Delegates and Alternate Delegates, nominated by the Executive Committee. The number of such Delegates and Alternate Delegates shall be determined in accordance with the bylaws of the NYSRS. Delegates and Alternate Delegates must be active Chapter members or members in the allied Sciences of the Society. The secretary of the Society shall annually notify the secretary of the NYSRS as to the number of active Chapter members and members in the allies Sciences of the Society so that the NYSRS may timely determine the number of Delegates and Alternate Delegates that the Society is authorized to elect to the Board of Directors of the NYSRS. On or before April 1 of each year, the secretary of the Society shall notify, in writing, the secretary of the NYSRS of the names and addresses of the elected Delegates and Alternate Delegates who are to take office.

Article VIII. Dues and Assessments

Section 1. Amount of Dues and Due Dates

The amount of dues and the due dates thereof shall be determined annually by the Executive Committee. Any increase in dues proposed by the Executive Committee after the annual determination thereof must be approved by the membership.

Section 2. Assessments

In case of deficiency in the treasury, the Executive Committee may declare and levy an assessment and fix the due date for payment thereof.

Section 3.

Disciplinary Action for Arrears in Dues and/or Assessments. Any member in arrears for one year shall be automatically dropped from the roll of membership by the Executive Committee provided he/she shall have been notified by the Secretary/Treasurer and shall have failed to make good his/her indebtedness within thirty days after notification. A member dropped from the roll of membership for non-payment of dues and/or assessments may be restored to membership by the Executive Committee after payment of indebtedness in full.

Section 4.

Waiver of Dues and/or AssessmentsAny member who presents a justifiable reason, e.g. illness or military service in the Armed Forces of the United States, may have his/her current dues and/or assessments waived entirely or in part by the Executive Committee.

Article IX. Parliamentary Procedure

The latest edition of Robert’s Rules of Order shall be the guide for parliamentary procedure in the Society.

Article X. Fiscal Year

The fiscal year of the Corporation shall commence on the first day of January in each year and shall end on the 31st day of December.

Article XI. Prohibition Against Sharing in Corporate Earnings

No member, officer or employee of or member of a committee of or person connected with the Corporation, or any other private individual shall receive at any time, any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Executive Committee; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that, upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, then remaining in the hands of the Executive Committee, shall be distributed, transferred, conveyed, delivered and paid over to such tax-exempt organizations upon such terms and conditions and in such amounts and proportions as the Executive Committee may impose and determine, to be used by such organizations receiving the same for such similar or kindred purposes as are set forth in the Certificate of Incorporation of the Corporation and any and all amendments thereof.

Article XII. Indemnification

The Executive Committee, by resolution, may provide for indemnification of the officers of the Society and of the Section on Radiation Oncology for the defense of any threatened or actual civil, criminal, or administrative action or proceeding, for amounts paid pursuant to any judgment rendered therein, or paid in settlement thereof, including reasonable attorneys’ fees and other expenses actually and necessarily incurred in connection with any such defense or settlement, or in connection with any appeal therein, provided however, that no indemnification shall be so provided in any matter where it is prohibited by the Not-for-Profit Corporation Law or any other applicable law of the State of New York.

Article XIII. Amendments to the Bylaws

A proposed amendment to these bylaws must be submitted to the secretary of the Society in writing, signed by at least fifteen (15) voting members in good standing. The proposed amendment may be distributed by the secretary to the membership at any regular meeting of the Society without previous notice and may be adopted at the next regularly scheduled meeting of the Society provided however, that the notice of the meeting shall contain the proposed amendment to each section of the bylaws which is to be amended. An affirmative vote of twothirds of the votes cast shall be necessary for adoption of the amendment.

New York Roentgen Society: a chapter of the New York Radiological Society and the American College of Radiology.
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