Constitution and Bylaws

The name of the Organization shall be the Emeritus Faculty Organization of The Pennsylvania State
University College of Medicine. (“EFO”)

The address of the EFO is the Office of Faculty and Professional Development, Penn State College of Medicine, 500 University Drive, P.O. Box 851, Hershey, PA 17033.

The Emeritus Faculty Organization is an integral part of the academic fabric of Penn State’s College of Medicine.

The missions of the Emeritus Faculty Organization shall be to support the College of Medicine and Penn State Health Milton S. Hershey Medical Center and its leadership, and to promote the continued engagement and connection of Emeritus Faculty in support of education, research and patient care.

These missions of Penn State College of Medicine’s Emeritus Faculty Organization serve to celebrate the careers of our Emeritus Faculty by encouraging them to remain a part of the life of the College in new, interesting and important ways. These missions facilitate the transition to Emeritus status as a natural and desirable step in an academic career.

• To encourage and permit Emeritus Faculty to maintain a relationship with Penn State College of Medicine.
• To initiate and coordinate activities that encourage and permit Emeritus Faculty to remain engaged in and connected to, the community of scholars in the College of Medicine.
• To assume an advocacy position on issues related to Emeritus Faculty.
• To make available to the leadership of the College the appropriate background, experience and skills of the Emeritus Faculty for future Institutional strategic planning.
• To encourage Departments in the College of Medicine to recognize and value their Emeritus Faculty and to utilize their unique talents in furthering Departmental missions.
• To provide a vehicle for fellowship and interaction among the Emeritus Faculty and full-time Faculty in the College of Medicine.
• To encourage Emeritus Faculty support, both direct and indirect, of Penn State fundraising activities and the establishment of endowments.

Section 1. Member Eligibility and Selection

Professorial Faculty (Professor and Associate Professor ranks and other individuals in eligible ranks or
positions as defined in Policy HR25) and who have been awarded Emeritus rank by the President of The Pennsylvania State University in accordance with University Policy HR25, “Emeritus Status” as of October 11, 2013, and as it may be subsequently amended or revised, shall be eligible for membership in the EFO.

All faculty members in the College of Medicine who have been granted Emeritus Rank are invited to join the Emeritus Faculty Organization. Retired non-tenured faculty who have provided meritorious service to the University and fulfill the criteria specified in HR25, except that of tenure, are invited to become Associate Members of the EFO.

Associate Members, while not entitled to the privileges of Emeritus Status stated in HR25, may be full participants in the EFO. The Emeritus Faculty or his/her Department Chair and approval by the EFO Council may base acceptance as an Associate Member on recommendations. Upon acceptance, a faculty member’s membership shall become active. The names of newly accepted members shall be published at least annually on the Emeritus Faculty Organization website, and will also be announced at the next Business meeting.

Section 2. Termination of Membership

The membership of any person may be terminated at any time by a letter of resignation from the member, failure to pay dues assessed under Article VI, or for due cause for conduct unbecoming to the Emeritus Faculty Organization membership.

Section 3. Meetings of the Members

The Emeritus Faculty Organization will hold an annual meeting in Hershey, Pennsylvania in such location and at such time as determined by the Emeritus Faculty Organization Council (“Council”). The Annual Meeting will provide an opportunity for the election of officers and the transaction of other business that should properly be brought before the Emeritus Faculty Organization.

In addition to the Annual Meeting, quarterly meetings of the membership may be held. The Council may call Special Meetings of the membership at any time upon notice to the membership.

The Council, by a two-thirds majority vote, may assess fees as necessary to fund and operate the Emeritus Faculty Organization and to support specific events in accordance with the law and the provisions of these Bylaws. All Members and Associate Members are expected to pay the requested dues annually. In the event of economic difficulties, a Member or Associate Member may request relief from Dues and Fees.

Officers of the Emeritus Faculty Organization shall be: President, President-Elect, and the Secretary/Treasurer, and the immediate Past-President. All officers of the Emeritus Faculty Organization shall serve without compensation.

President

The President shall be the chief executive officer of the Emeritus Faculty Organization and preside at all of the meetings, including meetings of the Council, and shall serve for a term of one year. The President shall determine the frequency of, and organize, the Council meetings. He/she shall not be eligible to serve for a second term, until at least 4 years after the previous term.

President-Elect

The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The President-Elect will automatically serve as President for the following term.

Secretary-Treasurer

The Secretary-Treasurer shall, with administrative assistance from the College of Medicine Office of Faculty and Professional Development, keep a record of the proceedings of all meetings; notify Officers, Committee Chairs, and Council members of their election and responsibilities; prepare and distribute minutes of all meetings of the Council; distribute notices concerning forthcoming meetings; carry on all correspondence as is deemed necessary by the Council; and maintain a list of all members of the Emeritus Faculty Organization and their addresses. He/she shall arrange for all meetings of the Emeritus Faculty Organization, shall serve a term of three years and may not be reelected. The Secretary-Treasurer shall collect and monitor all funds of the Emeritus Faculty Organization, and report annually on the financial status of the Emeritus Faculty Organization to the Council and membership.

Immediate Past-President

The Immediate Past-President shall chair the nominating committee (see Article IX: Nominations and Elections), and be a voting Council member for the year following completion of his/her term.

Council Members

Council Members at Large shall serve for three years except for the initial members who will be phased in as described in article IX.

Section 1. Name and Composition of Council

The Council shall be known as “The Penn State College of Medicine Emeritus Faculty Council.”

The Council shall be composed of the President, President-Elect, and the Secretary-Treasurer, and the Immediate Past-President. The Immediate Past-President shall serve on the Council for one year. In addition, six at-large members of the Emeritus Faculty Organization (“at-large Members”) will serve on the Council. The terms of the at-large members shall be staggered to provide continuity on the Council. (See Article IX). The term of office for at-large Members will extend from July 1 of the year of election to June 30 three years later.

Section 2. Council Meetings

A majority of the Council shall constitute a quorum for the transaction of business, and any act or decision of Council members present at a meeting at which a quorum is satisfied shall be considered the act or decision of the entire Council. Meetings of the Council shall be held from time to time at such times and places as called by the EFO President and published on the Emeritus Faculty Organization website. Any member of the Council may request such a meeting. Meetings shall be conducted in accordance with the College of Medicine’s governing documents. Meetings may be adjourned without a quorum present.

Section 3. Functions of the Council

• The Council will function as the Governing Board of the Emeritus Faculty Organization.
• The Council shall manage the affairs of the Emeritus Faculty Organization. It shall act upon information and resolutions pertaining to the purposes of the Emeritus Faculty Organization.
• When so requested, the Council will function as an advisory body to the Dean, Associate Deans or Department Chairs on matters within the expertise and experience of the Emeritus members. Such matters may pertain to education, patient care, research, mentoring, Institutional strategic planning and fundraising issues.
• The Council shall represent all Emeritus Faculty on issues related to Emeritus Faculty privileges afforded by the University and the College of Medicine.
• The Council may acknowledge the outstanding accomplishments of individuals by citation or awards. Such citations or awards shall be approved by a majority vote of the Council and presented by the EFO President or his/her designate.
• The Council shall fill vacancies for officers and at-large Member positions that occur for any reason for the balance of the then current term.

The Nominating Committee shall be chaired by the Immediate Past-President. Its members shall be selected by majority approval of the Council. The Nominating Committee shall nominate active members in good standing for the offices of President-Elect, Secretary-Treasurer and two council members.

In the first election, six at-large members will be elected with two serving for three years, two serving for two years, and two serving for one year.

The Nominating Committee may nominate up to three persons for each office. The slate of candidates shall be distributed to the membership at least 30 days before any vote.

The Election shall be conducted using a web-based system on the College of Medicine Emeritus Faculty Organization website.

The outcome of the election shall be announced at the next business meeting of the Emeritus Faculty
Organization, and will also be posted on the Emeritus Faculty Organization website.

The Standing Committees of the Emeritus Faculty Organization (“Standing Committees”) shall be determined by the Council and shall be created as needed by a majority vote of the Council. A new Standing Committee can be suggested by any member of the Emeritus Faculty Organization. In addition, the Council may choose to create ad hoc committees to accomplish specific tasks.

The Chairs of the Standing Committees shall present periodic progress reports to the Council and to the membership at the annual meeting. The Committee Chairs shall set the agenda of the Standing Committees.

All proposed amendments to the Bylaws shall be signed by at least two members and submitted in writing to the Council. If two-thirds of the Council is in agreement with the proposed amendments, they shall be distributed to the membership at least three weeks before the meeting at which they are to be voted upon. A two-thirds affirmative vote of the members present and voting shall be required for adoption and the amendment shall become effective upon approval of the Senior Vice President for Health Affairs, Dean of the College of Medicine and CEO of Penn State Health Milton S. Hershey Medical Center.

Approved by A. Craig Hillemeier, MD, Dean, Penn State College of Medicine, Dec. 15, 2015

Ratified by Laurence M. Demers, PhD, DSc, Distinguished Professor Emeritus, Pathology and Medicine, 2015-16 President of Penn State College of Medicine Emeritus Faculty Organization, Dec. 15, 2015