SECTION A – COMPOSITION
The Board of Trustees shall consist of seven members elected by the House of Delegates. The president, secretary, treasurer, executive vice-president, deputy executive vice-president, and general counsel shall sit with the Board of Trustees with voice but without vote.
One trustee shall be elected annually for a term of five years, but whenever the terms of two trustees expire in the same year, two trustees shall be elected each for five years.
To be eligible for election as trustee, a member shall have served at least two years as an officer or at least three years as a councilor, or at least five years as a member of the House of Delegates.
No person shall serve more than one term as a trustee. An unexpired term shall not be construed as a term of office.
A trustee shall work or maintain a residence or an office in the State of New York, otherwise such position in the Medical Society of the State of New York shall be declared vacant.
If a trustee is absent from three consecutive regular meetings of the Board without proper excuse, the Council shall declare that position vacant and elect a successor for the unexpired term.
In the event of a vacancy, a trustee shall be elected by the Council to serve until the next meeting of the House of Delegates at which time the House of Delegates shall elect a trustee to fill the unexpired term.
SECTION B – DUTIES
The annual budget estimate, prepared by the Committee on Budget and Finance, after its approval by the Council, shall be submitted to the Board of Trustees for its approval.
All resolutions or recommendations of the House of Delegates or Council pertaining to expenditures of money must be approved by the Board of Trustees before the same shall become effective.
Should the Board of Trustees disapprove of the expenditure of any funds voted for by the House of Delegates or the Council, then and in that event, the Board of Trustees shall return the matter to either the House of Delegates or the Council, if the House of Delegates is not in session, which may override such disapproval by a three-quarter vote and direct the expenditure of such funds. The Board of Trustees shall not vote on this issue at a meeting of the House of Delegates and the chairman of the Board of Trustees shall not vote on this issue at the Council.
The Board of Trustees shall make and execute all contracts for the Medical Society of the State of New York. The fiscal year shall begin January 1 and end December 31 of each calendar year.
All moneys of the Medical Society of the State of New York received by the Board of Trustees, Council, or any member or agent thereof, shall be paid to the treasurer of the State Society. The Board of Trustees shall approve the bond of the treasurer and the assistant treasurer as to amount, form, and surety, and shall employ a certified public accountant licensed by the State of New York to audit the accounts of the treasurer and secretary and other agents of the State Society and present a statement of the same in its annual report to the House of Delegates.
The chairman of the Board of Trustees shall make a report to the House of Delegates of its transactions for the year and of the amount of money belonging to the Medical Society of the State of New York under its control.
Section C – Meetings
The Board of Trustees shall meet immediately at the close of the annual meeting of the House of Delegates, and shall organize under the temporary chairmanship of the member senior in service on the Board, elect a permanent chairman, and fix the time and place of its regular meetings. Should two trustees have similar seniority, choice between them for temporary chairmanship shall be by lot.
The Board of Trustees shall meet at least bimonthly, except in July and August.
The notices of the regular and special meetings of the Board of Trustees shall state the date, place, and hour and shall be mailed first class postpaid or emailed to each member not less than ten nor more than fifty days before a regular meeting and at least five days before a special meeting.
The affidavit of mailing by the secretary of the Medical Society of the State of New York to the last recorded address, or electronic verification of service, of the trustee shall be deemed sufficient proof of the service on each and every trustee for any and all purposes.
Any three members of the Board of Trustees may require the chairman to call a special meeting at the office of the Medical Society of the State of New York for such time as shall be designated by them in writing or electronic means.
A quorum shall consist of four members of the Board of Trustees.
The following shall be the order of business at the meetings of the Board of Trustees, which may be altered by the chairman with the approval of the Board:
- Calling the meeting to order
- Roll call by the secretary
- Reading of minutes
- Unfinished business
- New business