CHICAGO 4llcWtaI rcss jj^ss0aatt0jt. OBJECT AND BY-LAWS. (Published under the Supervision of the Board of Directors.) 1^75- CHICAGO: Bulletin Printing Co., 132, 134 & 136 Monroe St. 1875. OFFICERS. President, - Dr. R. C. HAMILL. Secretary, - - Dr. J. H. ETHEREDGE. Treasurer, - Dr. JNO. E. OWENS. Dr. Thos. Bevan. Dr. W. H. Byford. Dr. R. C. IIamii.l. DIRECTORS. Term of office expires first Tues- day in December, 1876. Dr, J. P. Ross. Dr. N. Bridge. Dr. J. H. Etiieredge. Term of office expires first Tues- day in December, 1877. Dr. F. C. Hotz. Dr. H. A. Johnson. Dr. A. H. Foster. Term of office expires first Tues- day in December, 1878. Dr. W. H. Byford, Editor.—Term expires first Tuesday in December, 1879. Dr. F. C. Hotz, Associate Editor.—Term expires first Tuesday in December, 1879. Dr. N. Bridge, Associate Editor.—Term expires first Tuesday in December, 1878. Dr. J. H. Etherf.dge, Associate Editor.—Term expires first Tuesday in December, 1877. Dr. J. N. Hyde, Associate Editor.—Term expires first Tuesday in December, 1876. Editors and Associate Editors. Librarian, Dr. E. Warren Sawyer. OBJECT OF THE ASSOCIATION. The general object of this Association is to have a library and reading room for the benefit of the members of the Medical Profession, who are in “ good and regular standing.” The Asso- diation is a joint stock Company, incorporated under the organic law of the State of Illinois. Stockholders in this Company only, are members of the Association, and entitled to the privileges of the library and reading room, unless other- wise ordered in future by the Directors. The stock, consisting of two hundred shares, twenty- five dollars each, has been found insufficient for the demands of the profession in and about Chi- cago, and the Board of Directors have, conse- quently, decided to submit to a special meet- ing of the Stockholders, soon to be called, the expediency, of increasing the stock to six hundred shaves, thus enabling all physicians, PRESS ASSOCIATION. 5 eligible to membership, to join the Association. To supply the reading room and library with journals and books, at a minimum of expense, the Association own and publish a medical jour- nal, known as “The Chicago Medical Journal and Examiner.” The exchanges and books for review, coming to the Journal and Examiner, are to be placed, as soon as practicable, in the hands of the Librarian, for the benefit of the members of the Association. It is expected that about one hundred journals, comprising the leading period- icals of this country, Great Britain, Germany, France, Italy and Spain, will be constantly at the disposal of the Association on or before Jan- uary, 1876. Temporary binders are to be sup- plied for each journal, and the volumes, when completed, will be bound. From time to time it is hoped that the Asso- ciation will be enabled to secure complete sets of the older journals, e. g., The Lancet, The Amer- ican Journal of Medical Sciences, Schmidt’s Jahrbucher, Gazette Hebdomadaire, etc., and 6 CHICAGO MEDICAL thus secure the largest facilities for study and reference. At a meeting, August 10th, 1875, of the Board of Directors, it was decided that the first year of the present officers begin December 7th, 1875. Stockholders will be notified of the opening of the library and reading room. They are also requested to contribute any medical literature whatever, that they may have, which they do not want. Any book, journal, pamphlet, essay in medicine, will be of service in forming the library contemplated. BY-LAWS. Officers. Section I. The officers of this Company shall consist of a President, Secretary, Treasurer and Editors, and such other officers as shall, from time to time, be provided by the Directors. The officers shall hold their respective offices for one year (except as hereinafter provided), and until their successors are elected and qualified : Pro- vided, that any officer may be removed when the interests of the Company shall require. Annual Meeting. Sec. II. The annual meeting of the Stock- holders of this Company shall be held at its gen- eral office in Chicago, on the first Tuesday in December in each year. A notice of such meet- ing shall be signed by the Secretary, and he shall mail such written or printed notice to each Stock- holder at least ten days before said day. Sec. III. The President and Board of Direc- tors may call special meetings of the Stockliold- Special Meetings of Stockholders. 8 ers of the Company, which shall be held at its general office, and at such time as shall be desig- nated in the call; and in such case it shall be the duty of the Secretary of the Company, at least ten (10) days before the time fixed for hold- ing such meeting, to mail to each Stockholder entitled to vote, whose address he knows, a no- tice specifying the time and place of holding said meeting, and briefly stating the subjects which will come before the meeting, if the same have been mentioned in the call. CHICAGO MEDICAL Sec. IV. The Board of Directors of this Com- pany shall hold their regular meeting at its gen- eral office in Chicago, on the first Tuesday of each month, at the hour of 8 P. M. A majority of the Board shall constitute a quorum for the transaction of all business, and in case there be no quorum present on the day fixed for the reg- ular meeting, the members present may adjourn the meeting from time to time until a quorum be obtained, or may adjourn said meeting sine die. Directors’ Meetings. Special Directors’ Meetings. Sec. V. The President of this Company shall have power to call special meetings of the Board whenever he deems it expedient so to do ; and it PRESS ASSOCIATION. 9 shall be his duty to call special meetings of the Board whenever three Directors of the Company shall request him so to do, and shall state the object of such meeting. The Secretary of the Company shall mail to the address of each Di- rector, at least five days before the time of hold- ing the special meeting, a notice of the same, and shall specify, briefly, the subject which will come before the meeting. Sec. YI. The President shall preside over all the meetings of the Board at which he may be present; he shall preserve order and regulate discussion according to parliamentary law. In the absence of the President the Board may elect a Chairman pro tempore. Chairman of tiie Directors’ Meetings. Sec. VII. The order of business at all meet- ings of the Board of Directors shall be as follows : 1. Reading of minutes of last meeting. 2. Consideration of communications to the Board. 3. Reports of officers of the Board. 4. Reports of committees. 5. Unfinished business. 6. Original resolutions and new business. Order oe Business. 10 CHICAGO MEDICAL Sec. VIII. It shall be the duty of the Presi- dent to exercise a general supervision over the entire business of the Company ; the management of every department and all property of the Company shall be under his control. The sev- eral officers of the Company shall be responsible to him Tor the proper and faithful discharge of their several duties, and shall make such reports to him touching the business of the Company under their charge as he may, from time to time, require. He shall execute all bonds, contracts or other instruments required to be made or ex- ecuted for and on behalf of the Company, which shall be also signed by the Secretary; and it shall be his duty to present to the Board of Di- rectors, at each meeting of the Board, a report, brifiy showing the nature of each bond, contract or other instrument, executed by him since the last meeting: Provided, he shall not execute any such bond, contract or other instrument, without having been authorized so to do by the Board. Duties of the President. Duties of the Secretary. Sec. IX. The Secretary shall attend all meet- ings of the Stockholders and Board of Directors, whether regular or special. lie shall keep, in a TRESS ASSOCIATION. 11 book prepared for that purpose, a true and fair record of the proceedings of all such meetings, and shall have charge of all books, documents and papers,, which properly belong to his office. He shall have the custody of the corporate seal, and shall attach the same to all documents which require sealing, and which have been executed by the President. Duties of the Treasurer. Sec. X. The Treasurer shall act as the finan- cial agent of the Company for the receipt and distribution of its funds. He shall keep the moneys of the Corporation with such hanks or hankers as may be prescribed by the Board of Directors, and he shall be required to counter- sign all stock certificates. He shall receipt for all moneys paid into said bank or bankers, or to him, for or on account of the Company, and the deposit account, wherever kept, shall be in the name of the Company. He shall, unless pre- vented by sickness or disability, sign all checks drawn on such bank or bankers for account of the Company. He shall see that the books of account are kept in proper form and correctly, and will in all cases and at once, upon his dis- covering any delinquencies in the account of any 12 CHICAGO MEDICAL officer of the Company, report the same in writ- ing, with the name of the delinquent, to the President. He shall pay all vouchers or orders which have received the approval of the Board, or of any person duly authorized by the Board) and he shall pay no vouchers which have not re- ceived such approval. He shall cause all vouch- ers or orders paid by him to be filed and properly preserved. He shall furnish the President on or before the fifth day of each month, a detailed statement of the receipts and expenditures of the Company for the preceding month, and his books and papers shall be open to the inspection of the President and the Board of Directors at all times. He shall be required to execute a bond to the Company, from time to time, in such amount and with such sureties as shall be ap- proved by the Board, conditioned for the faithful and impartial discharge of his duties as treas- urer, pursuant to the by-laws and of the orders and directions of the Board of Directors. Dismissals and Filling Vacancies. Sec. XI. The Board shall have power to sus- pend or dismiss, for cause, any officer, agent or employe of the Company, whether appointed by PRESS ASSOCIATION. 13 the Directors or otherwise, and may fill any va- cancy in any office of the Company. Sec. XII. Bound books of certificates of stock, of the form and tenor determined by the Direc- tors, shall be placed in the custody of the Secre- tary, and all certificates of stock shall be signed by the President and Secretary and countersigned by the Treasurer. Certificates of Stock. Transfer of Stock. Sec. XIII. In cases where stock has been fully paid the same may be transferred or assigned by endorsement of the certificate, lri cases where stock has not been fully paid up, the same may be assigned or transferred in the usual way of assigning or transferring such stock. Association to Regulate Transfer of Stock. Sec. XIV. The bonds shall be so worded that the Association shall have the refusal of stock, and can regulate the transfer of the same. • Sec. XV. It shall be the duty of the Presi- dent, Secretary and Treasurer to make to the Board of Directors full reports of all matters pertaining to their respective offices annually. Officers’ Annual Reports. 14 CHICAGO MEDICAL and the Board of Directors may require of any officer of the Corporation, at any time, to make such reports touching the business of his office. Editors. Sec. XYI. There shall be elected by the Di- rectors an Editor and four Associate Editors, who shall hold their office for the term of four years from the first Tuesday in December proxi- mo : Provided, that the four Associate Editors appointed in 1875 shall hold office for one, two, ■ three and four years respectively, and that they determine their respective terms amongst them- selves by lot. On the first Tuesday in the Octo- ber preceding the expiration of each Editor, his place shall be refilled by the Directors. In case of a vacancy occurring in the editorial corps at any other time, the Directors shall fill such va- cancy at once. The editorial corps shall control the publication of the Chicago Medical .Journal and Examiner, and they shall divide the edito- rial work for issuing the Journal amongst them- selves as they deem best. They shall transfer all books, journals, pamphlets, etc., to the Librarian as soon as they shall have finished with them for purposes of furnishing copy for the printers. PRESS ASSOCIATION. 15 Librarian. Sec. XVII. The Librarian shall have the cus- tody of all books, periodicals, papers, etc., of the Association (as soon as they are given over to him by the Editors) and shall take good care that they are preserved, arranged and exhibited to members of the Association, as he shall, from time to time, be instructed by the Board of Di- rectors. lie shall keep a correct catalogue of all such books, papers and periodicals. lie shall keep an index rerum of the original artidles in the Journals, and of the pamphlets received by the Association. He shall allow the privileges of the library to none but members of the Asso- ciation, and shall allow no books, papers or pe- riodicals to be removed therefrom. Sf.c. XVIII. These By-Laws, or any of them, may be altered, or amended or repealed at any regular meeting of the Board of Directors, by a a majority of the Board. Alteration of By-Laws.