CHARTER, BY-LAWS. REGULATIONS AND OFFICERS OF THE Columbia Hospital tor Women AND LYING-IN-ASYLUM. WASHINGTON, D. C. Gibson Bros., Printers and Bookbinders. 1891. 1891. OFFICERS. Rev. RUSH R. SHIPPEN, President. Vice-Presidents. HENRY A. WILLARD, Mb. JOHN T. MITCHELL. L. W. RITCHIE, M. D., Secretary. Mr. JNO. D. McCHESNEY, Treasurer. VISITING STAFF. GYNAECOLOGISTS. OBSTETRICIANS. J. TABER JOHNSON, M. D., L. W. RITCHIE, M. D., ISAAC S. STONE, M. D. J. WESLEY BOVEE, M. D. HOUSE STAFF. Dr. J. FOSTER SCOTT, Db. J. T. KELLEY. SUPERINTENDENT. Miss G. F. POPE. DIRECTORS. Hon. John R McPherson, Rev. Rush R. Shippen, U. S. Senate. 1301 Riggs Street N.W. Hon. J. H. Ketcham, L. W. Ritchie, M. D., House of Representatives. 3259 N Street N.W. Hon. W. R. Crain, Nathaniel Wilson, Esq., House of Representatives. 912 17th Street N.W. Hon. J. W. Ross, Rev. W. A. Bartlett, D. D., Office, District Commissioners. 1201 K Street N.W. S. W. Woodward, Rev. R. H. McKim, D. D., Corner 11th and F N.W. 1621 K Street N.W. Mr. F. H. Smith, Mr. E. J. Stellwagen, 1418 F Street N.W. 1324 F Street N.W. Mr. John T. Mitchell, Mr. M. W. Beveridge, 3234 N Street N.W. 1618 H Street N.W. Mr. A. S. Solomons, John F. Head, M. D., 1205 K Street N.W. 2015 R Street N.W. Mr. Henry A. Willard, Seymour W. Tullock, 1333 K Street N.W. 506 E. Capitol Street. Mr. Jno. D. McChesney, 1610 Riggs Place N.W. COMMITTEES. EXECUTIVE. Rev. Rush R. Shippen, President. Mr. M. W. Beveridge. Louis W. Ritchie, M. D., Secretary. Mr. E. J. Stellwagen. Mr. F. H. Smith. Mr. Jno. D. McChesney. 4 RULES. EXPENDITURES. The President of the Board {ex-officio). Mr. F. H. Smith. Nathaniel Wilson, Esq. Mr. E. J. Stellwagen. John F. Head, M. D. Mr. M. W. Beveridge. AUDIT. PERSONAL PROPERTY. Mr. Henry A. Willard. Mr. John T. Mitchell. Louis W. Ritchie, M. D. S. W. Woodward. WAYS AND MEANS. ANNUAL REPORT. The Treasurer {ex-officio). The President of the Board {ex-officio). Hon. J. W. Ross. Com. D. C. Rev. W. A. Bartlett, D. D. Hon. W. H. Crain, H. R. Hon. J. H. Ketcham, H. R. LADY VISITORS. Mr. Henry A. Willard, Rev. R. H. McKim, D. D. Hou. John R. McPherson. VISITING COMMITTEES FOR 1891. January, February, and March. Hon. John R. McPherson. Hon. W. R. Crain. Hon. John H. Ketcham. Mr. Jno. D. McChesney. April, May, and June. Rev. Rush R. Shippen. Mr. M. W. Beveridge. Mr. John T. Mitchell. Mr. F. H. Smith. July, August, and September. Hon. J. W. Ross. Mr. E. J. Stellwagen. L. W. Ritchie, M. D. John F. Head, M. D. October, November, and December. Rev. R. H. McKim, D. D. Mr. Henry A. Willard. Mr. S. W. Woodward. Mr. A. S. Solomons. Rev. W. A. Bartlett, D. D. Nathaniel Wilson, Esq. BOARD OF LADY VISITORS. Mrs. Henry A. Willard, President1333 K Street N. W. Mrs. Wm. B. Snell, Secretary941 K Street N.W. Miss Margaret Washington1412 G Street N.W. Mrs. Samuel Emery 301 C Street N.W. Mrs. S. Phillips Lee1635 Pennsylvania Avenue N.W. Mrs. F. L. Moore1680 Thirty-first Street N.W. Mrs. Thos. A. R. Keech;645 Pennsylvania Avenue S.E. Mrs. James B. Edmonds 1625 K Street N.W. Mrs. H. Main2009 Massachusetts Avenue N.W', Mrs. R. W. Townshend"The Elsmere." CHARTER. AN ACT to incorporate the Women's Hospital Association of the District of Columbia. Be it enacted by the Senate and House of Representatives of the United States in Congress assembled, That Abram D. Gillette, Byron Sunderland, Charles H. Hall, George W. Sampson, J. N. Coombs, William B. Matchett, Henry D. Cooke, William W. Corcoran, Charles Knap, J. H. Thompson, Moses Kelly, Ansel St. John, Mrs. Adelaide J. Brown, Mrs. Mary W. Kelly, Elmira W. Knap, Mary C. Havener, Mary Ellen Norment, Jane Thompson, Mary L. Harkness, Isabella Margaret Washington, Mary F. Smith, Mrs. Elmira W. Powell, and Mrs. Elizabeth Samson, and their successors, duly chosen, are hereby constituted and created a body-corporate in the District of Columbia, by the name of the Columbia Hospital for Women and Lying-in Asylum. Sec. 2. And be it further enacted, That said corporation hereby con- stituted shall consist of twenty-four members. They shall have power to fill all vacancies created by death, resignation, or otherwise, and to make by-laws, rules, and regulations: Provided, That such by-laws, rules, and regulations are not repugnant to the Constitution or laws of the United States. Sec. 3. And be it further enacted, That the affairs of said corporation shall be under the control and management of a board of twelve directors, to consist of the first twelve of the above-named incorporators, or such further number as the duties of the corporation may require, such increase of numbers to be made by a vote of two-thirds of the existing board. The board of directors shall have power to appoint all sub-committees necessary to the direction and efficiency of the insti- tution hereby authorized to be established. Sec. 4. And be it further enacted, That the first twelve corporators named in the first section hereof, together with those who may be elected directors as provided in the preceding section, shall constitute the first board of directors, who shall from their number elect a presi- dent, two vice-presidents, a secretary, and treasurer: and seven of the directors, of whom the president or one of the vice-presidents shall be one, shall form a quorum for the transaction of business. Sec. 5. And be it further enacted, That the object of the association hereby incorporated is to found in the city of Washington a hospital 6 and dispensary for the treatment of diseases peculiar to women, and a lying-in asylum, in which those unable to pay therefor shall be furnished with board, lodging, medicine, and medical attendance gratuitously, and to that end full powers are hereby conferred on the association. Sec. 6. And be it further enacted, That said corporation shall have power to accept, purchase, receive conveyance of, and hold property, either personal or real, to an amount necessary for the full accommoda- tion, convenience, and support of the institution and those participating in its benefits. Sec. 7. And be it further enacted, That the personal, property or real, so held by said corporation shall be exempt from all taxes and assess- ments levied under act of Congress or by authority of any municipal corporation or board within the District of Columbia. Sec. 8. And be it further enacted, That Congress may at any time hereafter alter, amend, or appeal this act. Approved, June 1, 1866. [Extract.from Sundry Civil Bill, 1872.] For purchase of building now occupied by said hospital, with forty thousand feet of ground, twenty-five thousand dollars : Provided, That the title to said real estate shall be vested in the United States, for the use of said hospital, and that no part of the real or personal property now held or hereafter to be acquired by said institution shall be devoted to any other purpose than a hospital for women and lying- in asylum without the consent of the United States ; and that, in ad dition to the directors whose appointment is now provided for by law, there shall be three other directors appointed in the following manner: One Senator, by the President of the Senate, and two Representa- tives, by the Speaker of the House ; these directors shall hold their offices for the term of a single Congress, and be eligible for reappoint- ment. Approved, June 10, 1872. AN ACT making appropriations to provide for the expenses of the government of the District of Columbia for the fiscal year ending June thirtieth, eighteen hundred and eighty-one, and for other purposes. Approved, June 4, 1880. ***** " Provided, That one of the Commissioners of the District of Columbia, to be selected by the Board of Commissioners, shall be a trustee of said hospital and lying-in asylum, with all the powers, priv- ileges, and duties of other trustees of the same." BY-LAWS AND REGULATIONS. Chapter I. Of the Directors. Section 1. The Board of Directors shall consist of not more than fifteen members, with such special members as may be added by authority of Congress. Seven Directors shall constitute a quorum. Sec. 2. If any elected Director remove permanently from the District of Columbia, or be absent without excuse from four consecutive regu- lar meetings of the Board, such absence shall be deemed a resignation of Directorship, and the vacancy shall be filled by the Board. Sec. 3. Vacancies in the Board of Directors may be filled at any regular or special meeting of the Board, nomination thereto having- been made at a previous meeting. Chapter II. Meetings of the Board. Section 1. The Directors shall hold quarterly meetings during the year at the Hospital, on the third Tuesdays of January, April, July, and October, at half-past 7 .P M.; that in January shall be the annual meeting. Special meetings of the Board may be called by the Presi- dent, or, in case of his absence or inability to act, by a Vice-President, or by two members of the Board of Directors ; giving at least two days' notice of the same, and stating the object of the meeting. Sec. 2. At the annual meeting there shall be elected by a majority of the Directors present, a President, two Vice-Presidents, a Secretary, a Treasurer, a Superintendent, and a Matron for the ensuing year. They shall also, at the annual meeting, elect, in like manner, four members of the Medical Board, a Resident Physician and one or more Assistant Resident Physicians, and a Board of Lady Visitors to consist of not less than six nor more than twelve members. At the same meeting, or as soon thereafter as practicable, the President shall ap- point the following Committees: I. Committee on Rules. II. Committee on Expenditures. III. Executive Committee. IV. Auditing Committee. 8 V. Committee on Personal Property. VI. Committee on Ways and Means. VII. Committee on Annual Report. Sec. 3. The term of office in all of the above shall begin with the election in January and continue until the next annual election, or until their successors are appointed and duly qualified. Vacancies may be filled at any regular or special meeting. Chapter III. Order of Business. The following shall be the order of business at the regular meetings of the Board: 1. Calling the Roll. 2. Reading the minutes of the last meeting. 3. Communications. 4. Report of the Treasurer. 5. Report of the Medical Board. 6. Report of the Superintendent 7. Reports of Standing Committees. 8. Reports of Special Committees. 9. Unfinished business. 10. Resolutions and new business. 11. Election of officers. 12. Nomination and election of Directors. Chapter IV. President. The President, and in his absence one of the Vice-Presidents, shall preside at all meetings of the Board of Directors, and preserve order therein. He shall appoint all committees, unless otherwise provided by the Board. Chapter V. Secretary. Section 1. The Secretary shall attend the meetings of the Directors, take minutes of the proceedings, and transcribe them in a book pro- vided for that purpose. Immediately after the election of Directors and officers he shall give notice to the persons so elected. All reports relating to the Hospital and Dispensary, except such as can be properly preserved on file for reference, shall be entered on the minutes. Sec. 2. The Secretary shall keep a roster of the Directors, arranging them as nearly as practicable, in equal numbers, as Visiting Committees, 9 and at each quarterly meeting shall notify the Directors he has desig- nated as Visitors for the ensuing quarter. Chapter VI. Treasurer. The Treasurer is the custodian of all papers and documents relating to the property of the Hospital, and of all moneys belonging thereto, except his own official bond to the Hospital, which shall be in the cus- tody of the President of the Board of Directors. He shall give bonds and security, as required by the regulations of the United States Treas- ury. He shall also give bonds and security, satisfactory to the Board of Directors, for such money as may be received from pay-patients. He shall pay no moneys except under resolution of the Board of Di- rectors, or upon vouchers approved by the Committee on Expenditures. All payments shall be by checks, and checks drawn upon the pay-pa- tient fund shall be countersigned by a majority of the Committee on Expenditures. At each quarterly meeting he shall present an account showing the state of the funds in his hands, and report in detail at the quarterly meeting in July his receipts and expenditures for the preced- ing fiscal year, ending with the 30th day of June, which report shall then be referred to the Committee of Audit for examination and report at the next stated meeting. Chapter VII. Committee on Huies. The Committee on Rules shall consist of the President of the Board of Directors and two other members, to Which shall be referred all mo- tions to alter and amend the By-Laws, and who shall report thereon at the next meeting of the Board. Chapter VIII. Committee on Expenditures. The Committee on Expenditures shall consist of three Directors. They shall elect a chairman and secretary, and have supervision and control of all expenditures. They shall not authorize alterations or re- pairs without personal inquiry and inspection, and shall not approve any expenditure for such purposes not previously authorized by them or the Board of Directors. Chapter IX. Executive Committee. Section 1. The Executive Committee shall consist of the President, Secretary, and Treasurer of the Board of Directors, and the Commit- 10 tee on Expenditures, three of whom shall constitute a quorum. They shall make such rules and regulations as they from time to time may judge proper for their own government and that of the officers and members of the Medical Department, patients, and employes, not pro- vided for in the By-Laws of the Hospital, and shall enter the same on their minutes. In case any physician, surgeon, officer, or employe of the Hospital shall neglect or refuse to perform his or her duty, the Committee may suspend the offender and report the case to the Board of Directors at next meeting. The vacancy in the meantime shall be supplied by the Committee. Sec. 2. The Committee shall see that proper economy is observed in the administration of all the affairs of the Hospital, having due regard to the welfare of its beneficiaries. They shall hold monthly meetings at the Hospital, and, subject to the regulations and orders of the Board of Directors, shall have the general control and management of all the affairs of the Hospital, and of its officers, employes, and inmates. Chapter X. Auditing Committee. The Auditing Committee shall consist of two Directors. They shall examine the annual Report of the Treasurer and the quarterly reports of the Superintendent, with their vouchers, and report thereon at the next regular meeting of the Board of Directors. Chapter XI. Committee on Personal Property. The Committee on Personal Property shall consist of three Direc- tors. It shall be their duty to inspect and compare with the invento- ries the surgical, medical, and household supplies of the Hospital, as hereinafter required to be kept by the Superintendent and Resident Physician, all the books, surgical and medical supplies, linen, kitchen, and household furniture, garden tools, live stock, etc., the property of the Hospital, and report thereon at the July meeting of the Board. Chapter XII. Committee on Ways and Means. The Committee on Ways and Means shall consist of the Treasurer and of two other Directors. It shall be their duty to keep themselves informed of the amount of money on hand available for Hospital pur- poses ; to make estimates of the amount that will probably be required during the succeeding fiscal year for improvements, repairs, salaries, and Hospital support: to report thereon to the Board of Directors at 11 the quarterly meeting in July and represent the interests of the Hos- pital before Congress. Chapter XIII. Committee on Annual Report. The Committee on Annual Report shall consist of the President and two Directors, whose duty it shall be to prepare and present to the Board of Directors the annual report of the Board of Directors and transmit the same to the proper authority. Chapter XIV. Tinting Comm ittees. The Visiting Committees shall visit and inspect the Hospital twice in each month during the respective periods of their assignment. They shall record in a book kept for that purpose their opinion of the con- dition of the Hospital and its inmates, and such suggestions as may ap- pear to them advisable, reporting the same at each quarterly meeting. C hap ter XV. Medical Hoard. Section 1. The Board of Directors shall annually appoint two Vis- iting Surgeons in charge of the Lying-in Department, and two Visit- ing Surgeons in charge of the remaining patients in the Hospital, who shall together constitute the Medical Board. They shall report to the Board of Directors at each quarterly meeting the condition of the Hos- pital during the preceding quarter. They shall also present at the July meeting of the Board of Directors each year their annual report, giving a full statement of their conduct of the Medical Department of the Hospital for the preceding year, with such recommendations as they may deem proper. Sec. 2. The members of the Medical Board may attend the meetings of the Board of Directors and participate in its discussions, but shall not be entitled to vote. Sec. 3. No capital operation except in case of immediate danger shall be performed unless such proposed operation shall have first been sub- mitted for consultation to all the members of the Medical Board. Chapter XVI. Mouse Staff. Section 1. The House Staff shall consist of one Resident Physician and one or more Assistant Resident Physicians. Sec. 2. The Resident Physician shall be a graduate of medicine, 12 nominated by the Medical Board, and elected by the Board of Direc- tors for the term of one year, with privilege of re-election, but subject to removal for cause, upon recommendation of the Medical Board. He shall reside in the Hospital free of charge, and receive such salary as the Board of Directors may decide upon. He shall have charge of the Medical Department of the Hospital, subject to the control, and under the immediate direction, of the Medical Board. He shall ac- company the Visiting Surgeons on their visits to the Hospital wards, and shall render them such assistance as they may desire. He shall not engage in private practice, nor be absent from the Hospital with out leaving it in charge of the Assistant Resident Physician, who shall act in the capacity of Resident Physician during such absence. The Res- ident Physician shall perform no surgical operation except in case of emergency, or with the permission of the Visiting Surgeon in charge of the patient. He shall keep a complete medical history of each patient in the Hospital, and shall perform such other duties as the Medical Board, Executive Committee, or the Board of Directors may direct. Sec. 3. The Resident Physician shall have charge of all instruments, apparatus, and books of record belonging to the Medical Department, and shall be responsible for them and their good order. Sec. 4. The Assistant Resident Physician shall be a graduate of medicine, and be nominated by the Medical Board. His election shall be by the Board of Directors, for the term of one year, with privilege of re-election, and he shall be subject to removal for cause upon recom- mendation of the Medical Board. He shall reside in the Hospital free of charge, and shall not engage in private practice. He shall render such assistance as the Resident Physician may require, and shall per- form such other duties as may be required by the Medical Board, the Executive Committee, or the Board of Directors. Sec. 5. No patient shall be taken to the operating-room, or subjected to examination (except in case of emergency), without special direc- tion from a member of the Medical Board. By cases of emergency shall be understood only those of hemorrhage or excessive pain. Chapter XVII. The Superintendent. Section 1. The Superintendent shall have charge of the Hospital and all the premises, and shall see that all rules and regulations are carried into effect. He shall admit and discharge all patients, subject to the rules and orders of the Executive Committee. Sec. 2. He shall keep, or cause to be kept, for the inspection of the Executive Committee a record of the names of all patients, with their 13 age, residence, employment, date, and terms of admission ; date of discharge, elopement, or death; result of treatment and disposition of remains in case of death, with such remarks as he may be requested by the Medical Board to make. He shall hire and dismiss all the serv ants and employes in and about the Hospital, subject to the order of the Executive Committee. He shall keep an inventory of all furniture and other property belonging to the Hospital, and shall make quarterly report to the Executive Committee of articles injured, destroyed, or missing. He shall report to each quarterly meeting of the Board of Directors a statement of the number of patients received and discharged, and such information in respect to employes and the conduct of the Hospital, so far as the same is in his charge, as will enable the Board of Directors to determine as to the efficiency and economy of its man- agement. Sec. 3. He shall, under the direction of the Executive Committee, purchase the provisions and all other stores required by the Hospital, and shall attend to the proper issue of the same, keeping under key wines, spirits, stores, and other household articles, and shall perform such other duties as the Executive1 Committee may from time to time direct. Chapter XVIII. The Engineer. Section 1. The Engineer shall have charge of the boilers and steam machinery of all kinds. He shall be responsible for the economical use of coal and steam, and it shall be his duty to see that a uniform tem- perature be maintained in all portions of the Hospital buildings during the winter. Sec. 2. The Engineer and his Assistant shall be subject to the direc- tions of the Superintendent in all matters pertaining to the Hospital, and shall render such other service as the Superintendent may require when not otherwise necessarily employed in their duties. Chapter XIX. The Matron. Section 1. The Matron is the housekeeper of the Hospital, under the general direction of the Superintendent. She have the immediate oversight and direction of its domestic management, and shall super- intend and direct the cooking and distribution of food ; shall see that the supply is sufficient and of good quality. Sec. 2. She shall see that all the rooms of the Hospital are kept in order; shall have charge of the linen and bed clothing for same, and 14 shall discharge such other duties as the Superintendent may direct. She shall not leave the Hospital without his permission. Chapter XX. Patients. Section 1. The Superintendent shall personally receive the patients into the Hospital on their admission, and appoint for each patient the ward or bed she shall occupy, and change the same from time to time, as occasion may require, after consultation with the Visiting Surgeon in charge. Sec. 2. All applicants for admission to the Hospital presenting cards of admission from any member of the Medical Board shall be admitted without question to the service of the Surgeon by whom she is sent. Sec. 3. Any applicant presenting a letter from a physician not con- nected with the Hospital, designating the service of a particular Sur- geon, shall be assigned to such service, provided the case is a suitable one for admission, unless it is contrary to her own wish expressed at the time. Sec. 4. A patient once admitted and assigned shall not have the priv- ilege of changing to another service without the consent of both Sur- geons concerned. Sec. 5. All patients not presenting cards of admission from Visiting- Surgeons of the Hospital shall be admitted by the Superintendent after consultation with a House Physician, who shall have the right in doubt- ful cases to make such examination as may be necessary to determine whether the case is suitable for admission. Sec. 6. No advice or opinion whatever, either voluntary or solicited, as to the choice of Surgeons, shall be given to any applicant for ad- mission by the Superintendent, by any members of the House Staff, or by any nurse or other person in the employ of the Hospital, nor shall anything be said in the presence of an applicant to influence her in her choice. Sec. 7. Patients unassigned shall be allowed to choose their Surgeon, but the choice must be made at the time of admission. Sec. 8. Patients unassigned, and having no choice or preference, shall be assigned in regular rotation to each of the Surgeons, without par- tiality or regard to the number of patients already in the service of each Surgeon. Sec. 9. Patients shall be admitted to the pay ward in the Hospital on payment of not less than $6 a week, and to separate rooms, at rates to vary with the room occupied and attendance required. Such rates shall be determined by the Superintendent with the approval of the 15 Executive Committee, and the amounts so charged shall be collected by the Superintendent, and turned over as collected to the Treasurer. Sec. 10. Patients are not permitted to use any article of diet, drink, or medicine, except such as are prescribed by the Visiting Surgeon in charge, nor to visit the rooms of other patients, or the working rooms of the Hospital, or to leave the Hospital without the consent of the Superintendent. Sec. 11. No charge shall be made for any surgical or other service performed in any of the free wards of the Hospital, but the Visiting Surgeon in charge of a pay patient may charge and receive a reasonable fee for any operation performed by him at her request. Chapter XXI. Nurses and Employes. Section 1. The nurses shall treat the patients with uniform kindness and respect, evince good-will, interest, and sympathy, and never ad- dress a patient coarsely or with rudeness. Sec. 2. Any complaint made to the nurses by the patients shall be immediately reported to the Superintendent. Sec. 3. Under no circumstances shall a nurse or other employe be allowed to inform any one of the nature of the disease from which a patient may be suffering, nor shall they be allowed to speak with dis- respect of any officer of the Hospital, under pain of prompt dis- missal. Sec. 4. Employes shall not be permitted to absent themselves from the Hospital without first obtaining the consent of the Superintend- ent ; and in all cases they shall strictly obey his instructions, and be subject to such regulations as he shall establish. Chapter XXII. Visitors. Section 1. Visitors may be admitted between the hours of 10 A. M. and 6 P. M. on Tuesdays, Fridays, and Sundays of each week, or at other times by special permission of the Superintendent. Sec. 2. No visitor shall be allowed to carry articles of diet to patients unless by permission of the Superintendent. Sec. 3. Patients shall receive visitors in the parlor unless confined to their rooms. Chapter XXIII. The Dispensary. The dispensary service of the Hospital is intended for poor women only, who are unable to pay for the services of a physician, and who 16 are suffering from diseases peculiar to or essentially modified by their sex. The days for attendance will be Mondays, Tuesdays, Thursdays, and Fridays from 1 to 3 P. M. Patients will be required to furnish their own bottles for medicine. Chapter XXIV. Board of Lady Visitors. The Board shall meet at the Hospital monthly. It shall appoint from its members the following Committees: First. A Ward Committee, composed of four members. The Hospital beds shall be divided among the members of this Com- mittee, and the members thereof shall inform themselves regarding the condition of each patient under their care, and, so far as is consistent with the Hospital rules, conduce to the comfort of the same, giving personal care and sympathy. Second. A Committee on the Library and Devotional Exercises. This Committee shall consist of three members, and shall have charge of the Library and of the Sabbath and other devotional and religious services. Third. A Committee on Housekeeping. This Committee shall consist of three members. They shall investigate the condition of the wards, rooms, and offices of the Hospital. Each of the foregoing Committees shall report to the Executive Committee monthly, and the Board of Lady Visitors shall report to the Board of Directors at its July meeting the result of their work during the preceding year, with such suggestions in respect to the con- duct of the Hospital as they may deem best. Chapter XXV. Amendment of the. By-Laws and Rules. These By-Laws and Rules, or any of them, may be altered or amended by a two-thirds vote of the Directors present at any regular or special meeting of the Board of Directors, provided such alteration or amendment shall have been proposed in writing at a previous meet- ing of the Board.