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Bylaws of the Society of Cardiovascular Anesthesiologists Inc.

 

ARTICLES OF INCORPORATION OF
THE SOCIETY OF CARDIOVASCULAR ANESTHESIOLOGISTS, INC.
ARTICLE I

The name of this non profit corporation is the Society of Cardiovascular Anesthesiologists, Inc. (hereinafter sometimes referred to as the Society).

ARTICLE II

The Society of Cardiovascular Anesthesiologists, Inc. is a non profit corporation.

ARTICLE III

With the objective of enhancing and improving the quality of thoracic and cardiovascular anesthesiology care as rendered in the United States of America and other nations, the Society is organized exclusively for educational, scientific and charitable purposes. These purposes are as follows:

  1. To form an organization through which cardiovascular anesthesiologists may associate;
  2. To provide education with respect to thoracic and cardiovascular anesthesiology through conferences, courses, symposia, and the publication of articles, bulletins, and periodicals, and other methodologies or formats as deemed appropriate by the Society;
  3. To provide for the exchange and development of scientific information and other matters of professional, technical, and ethical interests relating to the practice of thoracic and cardiovascular anesthesiology;
  4. To encourage specialization and research in cardiovascular anesthesiology;
  5. To cooperate with universities, government agencies, and any other organizations in matters affecting the purposes of the Society;
  6. To receive dues, maintain a fund or funds and to apply the income and principal thereof for any of the Society’s purposes;
  7. To take and hold by bequest, devise, gift, purchase or lease either absolutely or in trust, for any of its purposes, any property, real or personal, without limitation as to amount of value; to sell, convey and dispose of any such property and to invest the principal thereof, and to deal with and expend the income and principal of the Society for any of the purposes hereinbefore set forth; and
  8. To do all things necessary or appropriate in order to accomplish the foregoing purposes.
ARTICLE IV

The Society shall enjoy perpetual corporate existence.

ARTICLE V

Section A. The location and post office address of the registered office is:

826 Union Street, Suite 200
New Orleans, Louisiana 70112

Section B. The registered agents are:

Nathaniel P. Phillips, Jr. 826 Union Street, Suite 200 New Orleans, Louisiana 70112

Gary J. Dietsch, Squire, Sanders & Dempsey, 1800 Union Commerce Building Cleveland, OH 44115
ARTICLE VI

Membership in the Society shall be unlimited as to number and shall consist of such persons as shall be elected or appointed to membership as provided by the Bylaws of the Society. The class of membership, the designation of such class or classes, the manner of election or appointment and the qualifications of the members of each class, and the liability of members for fees, dues and assessments and the method of collection thereof shall be as set forth in the Bylaws. Members shall have such voting and other rights as set forth in the Bylaws.

ARTICLE VII

Section A. The officers of the Society shall be the President, President Elect, Secretary/Treasurer and such other officers as shall be set forth in the Bylaws.

Section B. Unless otherwise provided in the Bylaws, the term of office of each officer shall be two years. The President Elect shall succeed the President in office at the conclusion of the latter’s terms.

Section C. The duties of the respective officers shall be as set forth in the Bylaws.

Section D. All officers shall be elected by the voting members. The method of electing officers and other elected positions shall be as set forth in the Bylaws.

Section E. For the officers of the Society, succession to a vacant office shall be as set forth in the Bylaws.

Section F. Any officer may be removed at any time by a two thirds vote of the members voting as set forth in the Bylaws.

ARTICLE VIII

The management of the affairs of the Society shall be vested in its Board of Directors. The number of Directors (which shall be not less than three), their manner of election or appointment and their terms of office and the powers, duties, obligations and rights of the members of the Board of Directors shall be as set forth in the Bylaws.

ARTICLE IX

The procedures and requirements for calling meetings shall be set forth in the Bylaws. No special business meetings of the membership shall be called.

ARTICLE X

Amendment of Articles of Incorporation Amendment to these Articles of Incorporation may be proposed by an active member of the Society. The proposed amendment shall be sent to the Secretary-Treasurer and then the Secretary-Treasurer shall mail, at least three months prior to the next annual meeting, regular or special meetings of the Society, the proposed amendment to the entire voting membership. The Articles of Incorporation may be amended by a two thirds (2/3) vote of the membership present, providing a quorum is present. A quorum is defined as per the Bylaws. If a quorum is not present and/or if the Board of Directors deems that a decision is necessary, then it may circulate the proposed amendment to the membership for a mail ballot. The entire voting membership shall, thus, be polled by the Secretary by mail within ten (10) days of the meeting and the votes shall be tabulated by the Secretary on the thirtieth day following the last day of the preceding annual, regular or special meeting. A two thirds vote of those ballots returned is necessary for an amendment to be passed. Any ballot not in the hands of the Secretary on the date of the tabulation will not be counted.

The use of the term “mail” in these Articles of Incorporation or the Bylaws may be construed to include other forms of web-based, email, electronic, fax, or non-US Postal Service forms of couriered communication.

ARTICLE XI

The Society shall possess all powers and authority permitted by law except:

(I) No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth in Article III hereof.

(2) No substantial part of the activities of the Society shall be in the carrying on of propaganda or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

(3) Notwithstanding any other provision of these Articles of Incorporation, the Society shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future federal Internal Revenue laws), or (b) by a corporation, contributions to which are deductible under Section 170 of the Internal Revenue Code of 1954, as amended (or the corresponding provisions of any future federal Internal Revenue laws).

ARTICLE XII

Upon any dissolution of the Society, or upon any partial or entire liquidation of its property or assets, all of the Society’s property of every nature and description shall, after making provision for discharge of all of the liabilities of the Society, be paid over and transferred to such one or more organizations or institutions which are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provisions of any future federal internal revenue laws), as shall be selected by a majority of the persons who are then voting members of the Society.

BYLAWS
OF THE
SOCIETY OF CARDIOVASCULAR ANESTHESiOLOGISTS, INC.
ARTICLE 1 - NAME

1.1 Designation. The name of this non profit organization is the Society of Cardiovascular Anesthesiologists, Inc. (Hereinafter referred to as the Society).

ARTICLE 2 - PURPOSES

2.1 With the objective of enhancing and improving the quality of thoracic and cardiovascular anesthesiology, the Society is organized exclusively for educational, scientific and charitable purposes. These purposes are as follows:

2.11 To form an organization through which cardiovascular anesthesiolo¬gists may associate;

2.12 To educate members in thoracic and cardiovascular anesthesiology through conferences, courses, symposia, and the publication of articles, bulletins, periodicals, and other methodologies or formats as deemed appropriate by the Society;

2.13 To enhance the exchange and development of scientific information and other matters of professional, technical, and ethical interest relating to the practice of thoracic and cardiovascular anesthesiology;

2.14 To encourage specialization and research in thoracic and cardiovascular anesthesiology;

2.15 To cooperate with universities, government agencies, and any other organizations in matters affecting the purposes of the Society;

2.16 To receive dues, maintain a fund or funds, to apply the income and principal thereof for any of the Society’s purposes;

2.17 To take and hold by bequest, devise, gift, purchase, or lease either absolutely or in trust, for any of its purposes, any property, real or personal, without limitation as to amount of value; to sell, convey, and dispose of any such property and to invest and reinvest the principal thereof, and to deal with and expend the income and principal of the Society for any of the purposes previously set forth; and

2.18 To do all things necessary or appropriate in order to accomplish the foregoing purposes.

2.2 Restrictions. The Society shall possess all powers and authority permitted by law except;

2.21 No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its members, Directors, officers, or other private persons except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered or expenses otherwise incurred and to make payments in furtherance of the purposes set forth in paragraph 2.1 hereof Payments made to any individual member which are equal to or greater than two thousand five hundred dollars during the previous fiscal year of the Society shall be reported by the Treasurer at the annual business meeting of the Society.

2.22 No substantial part of the activities of the Society shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

2.23 Notwithstanding any other provisions of these Bylaws, the Society shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provisions of future federal Internal Revenue law), or (b) by a corporation, contributions to which are deductible under Section 170 of the Internal Revenue Code of 1954, as amended (or the corresponding provisions of any future federal Internal Revenue laws).

2.3 Dissolution. Upon dissolution of the Society, or upon any partial or entire liquidation of its properties or assets, all of the Society’s property of every nature and description shall, after making provisions for discharge of all the liabilities of the Society, be paid over and transferred to such one or more organizations or institutions which are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provisions of any future federal Internal Revenue laws), as shall be selected by the majority of the persons who are then voting members of the Society.

ARTICLE 3 - MEMBERSHIP

3.1 Categories. The Society shall consist of Active, Honorary, Associate, Resident, Career Scientist, and Retired members.

3.11 Members shall continuously meet the requirements of their particular category of membership and such other requirements as set forth in the Bylaws.

3.2 Eligibility Requirements. The eligibility requirements for the various categories of membership are as follows:

3.21 Active Membership. A candidate for Active membership shall be a Diplomate of The American Board of Anesthesiology or its equivalent in any nation as determined by the Membership Committee; shall attest to possession of a degree of Doctor of Medicine, Bachelor of Medicine, or Doctor of Osteopathy or an equivalent degree in any nation as determined by the Membership Committee; and shall attest to possession of a valid license to practice medicine or its equivalent in any nation as determined by the Membership Committee.
3.211 At the discretion of the Membership Committee, the requirement for licensure to practice medicine may be waived for physicians practicing for short periods of time in special locations abroad or in active government service not requiring a state license.

3.212 All officers, committee Chairs, members of the Board of Directors, and Nominating Committee members shall be Active members of the Society.

3.22 Honorary Membership. An individual who has made significant contributions to the study or practice of thoracic or cardiovascular anesthesiology or related fields of medicine may be proposed by the Board of Directors as a candidate for Honorary membership. A candidate shall be elected to Honorary membership by the affirmative vote of a simple majority of voting members present at the annual business meeting of the Society. A candidate for Honorary membership shall have attended, shall have made, or shall make a presentation at one of the annual scientific meetings of the Society.
3.221 An Honorary member shall not pay dues and shall not receive publications of the Society other than the Newsletter.

3.222 An Honorary member shall otherwise pay fees identical to those of an Active member, except as may be authorized by the Board of Directors.

3.23 Associate Membership. A candidate for Associate membership shall have completed an anesthesiology residency program accredited by the Accreditation Council for Graduate Medical Education (ACGME), or the American Osteopathic Association, or equivalent programs in other nations as determined by the Membership Committee; shall attest to possession of a Degree of Doctor of Medicine, Bachelor of Medicine, or Doctor of Osteopathy or an equivalent degree in any nation as determined by the Membership Committee; and shall attest to possession of a valid license to practice medicine or its equivalent in any nation as determined by the Membership Committee.
3.231 At the discretion of the Membership Committee, the requirement for licensure to practice medicine may be waived for physicians practicing for short periods of time in special locations abroad or in active government service which does not require a state license.

3.232 An Associate member shall pay fees identical to those of an Active member.

3.24 Resident Membership. A candidate for Resident membership shall be a physician in an approved anesthesiology residency/raining program accredited by the Accreditation Council for Graduate Medical Education (ACGME), the American Osteopathic Association, or equivalent programs in other nations as determined by the Membership Committee; shall attest to possession of a degree of Doctor of Medicine, Bachelor of Medicine, or Doctor of Osteopathy or an equivalent degree in any nation as determined by the Membership Committee.
3.241 Resident members shall pay dues as determined by the Board of Directors.

3.242 A Resident member shall otherwise pay fees identical to those of an Active member, except as may be authorized by the Board of Directors. 3.25 Career Scientist Membership. A candidate for Career Scientist membership shall be actively and primarily involved in research relating to thoracic or cardiovascular anesthesiology, or related fields of medicine; and shall attest to possession of a Doctor of Philosophy degree.
3.251 A Career Scientist member shall pay fees identical to those of an Active member.

3.26 Retired Membership. Active, Associate, or Career Scientist members in good standing who have retired from active medical practice or research may be designated Retired members. Retired members may be designated as such upon application to and approval by the Membership Committee status.
3.261 A Retired member shall not pay dues and shall not receive publications of the Society other than the Newsletter.

3.262 A Retired member shall otherwise be required to pay fees identical to those of an Active member except as may be authorized by the Board of Directors.

3.263 A Retired member shall have been an Active, Associate, or Career Scientist member for at least two years prior to becoming a Retired member.

3.264 An Active, Associate, or Career Scientist member of this Society who is disabled and, therefore, unable to engage in the practice of his/her profession or research activity for one or more years shall, at the member’s request, be appointed as a Retired member. If active practice is resumed, the Executive Office must be notified, and the member shall be reinstated as an Active, Associate, or Career Scientist member, if qualified and re-approved by the Membership Committee.
3.3 Election of Members. Application for new membership or for change of membership status shall be made on the form(s) designated by the Membership Committee. The completed form(s) shall be submitted by the candidate along with payment drawn in United States funds for one year’s dues payable to the Society. Membership shall be granted by action of the Membership Committee,. Each applicant shall be notified of membership status.

3.4 Dues. Annual dues and other assessments shall be determined by the Board of Directors.

3.5 Discipline of Members. An individual’s membership may be revoked without cause by a three quarters majority vote of the Board of Directors.
3.51 Any member who has been delinquent in paying annual dues for a period of two months after the final notice shall have membership terminated automatically. A notice shall be forwarded to such a member prior to termination informing the member of the intentions of the Society.

3.52 Members are bound by the provisions of the Articles and Bylaws.

3.6 Voting Rights. All Active and Associate members in good standing with the Society shall have the right to vote.

3.7 Privileges. All members, without regard to category, shall have the right to attend and participate in the scientific sessions of the annual meeting and in any other educational, charitable, social, or other functions sponsored by the Society and which are open to the general membership.

3.8 Resignation. Resignation shall not relieve a member of the obligation to pay assessments or other charges outstanding to the Society.

3.9 Transfer of Membership. Membership in this corporation is not transferable or assignable.

3.10 Reinstatement. Upon written request, signed by the former member and filed with the Executive Office, the Society may reinstate a former member to membership upon such terms as the Membership Committee, with ap¬proval of the Board of Directors, may deem appropriate.
ARTICLE 4 - MEETINGS

4.1 Annual Business Meeting.

4.11 The annual and only business meeting of the Society shall be held during the annual scientific meeting of the Society and shall be open to all members. The date, time, and location of the annual business meeting and scientific meetings shall be determined by the Board of Directors with the advice of the Program Committee.

4.12 The President shall open, moderate, and/or chair the annual business meeting, or shall designate an individual to open, moderate and/or chair (if the President Elect is unable to serve), the annual business meeting of the Society.

4.13 Order of Business. The order of business at the annual business meeting shall be as follows:
Call to order
Treasurer’s report
President’s report
Old business
New business
Election and installation
Adjournment.

4.14 Minutes: The minutes of the preceding meeting will be available in writing at the opening of the annual business meeting.

4.2 Quorum. A quorum for any business meeting of the membership shall consist of at least 50 (fifty) members eligible to vote.

4.3 Action by Members. If a quorum is present, the affirmative vote of a simple majority of the members casting ballots on any particular issue or for any particular election at that meeting shall be the action of the members, unless the vote of a greater or lesser number is required by law, the Articles of Incorporation, or the Bylaws.

4.31 The Bylaws Committee Chair or designee(s) or member(s) of the Bylaws Committee designated by the Bylaws Committee Chair will count the votes; and this count shall be confirmed by the Immediate Past President or designee.

4.32 Proxy votes and write in votes are not permitted.

4.4 For any meeting of the Society, parliamentary authority shall be established by the Chair.

ARTICLE 5 – OFFICERS & ELECTIONS

5.1 The officers of the Society shall be the President, President Elect, Secretary/Treasurer, and Immediate Past President.

5.11 No member shall hold more than one office at the same time except that one person shall hold the office of Secretary and Treasurer and thereby and hereafter be known and referred to as the “Secretary/Treasurer”.

5.12 Prior to assuming office, each officer shall have completed at least one full term as an elected or ex-officio member of the Board of Directors.

5.2 Term. The term of office of each officer shall be two years. Approximately six months before the end of the President-Elect’s term, the Board will conduct a closed-ballot vote of affirmation for the President-elect’s succession to the Presidency. If the President-Elect receives a two-thirds affirmative vote from the Board, the President-Elect shall succeed the President in that office at the conclusion of the President’s term. If the President-elect is not affirmed by the Board of Directors, Bylaw 5.62 (Vacancy of the Office of the President-elect) shall apply.

5.3 Duties of Officers. The officers of this Society are charged and entrusted as follows:

5.31 President. The President shall perform all duties incident to the office and such other duties as may from time to time be assigned by the Board:
Shall serve as an ex officio member without voting privileges on all committees, with the exception of the Executive, Nominating, and Finance Committees, upon which the President shall serve as a voting member;

Shall Chair the Board of Directors and the Executive Committee;

Shall preside at all meetings of the Board of Directors;

Shall appoint, within 30 days after taking office, the Chairs of all standing committees as may be necessary or convenient to carry on the activities of the Society, except as provided for in these Bylaws;

Shall be able to convene special meeting(s) of the Board of Directors; provided notice is given to all Board members and that at least two-thirds of the Board members agree to the proposed special meeting(s);

Shall open, moderate, and chair the annual business meeting; or shall designate an individual to open, moderate and/or chair (if the President Elect is unable to serve) the annual business meeting of the Society;

Shall serve as the Alternate Delegate to the American Society of Anesthesiologists;

Shall appoint an officer or active member of the Board of Directors to serve as Delegate and/or Alternate Delegate to the American Society of Anesthesiologists if the President-Elect and/or President are unable to serve;

Shall, after the term as President, be known as and serve a two year term as Immediate Past President.

5.32 President Elect. The President Elect shall assist the President in the performance of the President’s duties;
Shall preside in the absence of the President at meetings of the Society;

Shall assume the duties of the President, if the President is unable to serve;

Shall witness the affairs of the Society in anticipation of assumption of the office as President;

Shall keep a record of the terms and names of all committee Chairs and members;

Shall serve as the Delegate to the American Society of Anesthesiologists and shall represent the Society at meetings of the American Society of Anesthesiologists Board of Directors;

Shall perform any other duties assigned by the Board of Directors or the President;

Shall appoint the Program Vice Chair.

5.33 Secretary/Treasurer. The Secretary/Treasurer shall be responsible to the Board;
Shall have charge of all papers, books, archives, and other properties belonging to the Society, including the funds;

Shall assure the presence of a record of all the formal proceedings of the Society and ensure that this record is posted on the official web site of the Society;

Shall send to all members notices of meetings or other information deemed necessary by the President or the Board;

Shall, through the Executive Secretary, at a time determined by the Finance Committee, notify all members of dues and other assessments owed the Society;

Shall render a statement of the financial status of the Society, including a detailed account of all receipts and disbursements of the Society, at the annual meeting and/or wherever as otherwise may be requested by the President and/or the Board of Directors;

Shall have the right to sign checks on behalf of the Society.

5.34 Immediate Past President. The Immediate Past President shall serve on the Board of Directors of the Society;
Shall chair the Nominating Committee;

Shall determine the eligibility of Society members to be nominated and to be elected or named as officers, Directors, committee Chairs, or committee members of the Society, in keeping with the dictates of these Bylaws.
5.4 SOCIETY ELECTIONS. All officers, elected at large members of the Board of Directors, and elected members of the Nominating Committee, shall be elected by the voting members of the Society.
[a] NOMINATING COMMITTEE PROCEDURE The Nominating Committee will nominate at least one individual for all elected positions in the Society. However, the Nominating Committee will nominate only one individual as a Founding Officer Successor for any vacant Founding Officer position. For a candidate to be proposed by the Nominating Committee for an officer position, a Board of Directors position, or a Nominating Committee position, a letter of nomination, two letters from Society members seconding the nomination, and a “willingness to serve” statement by the nominee must be received by the Chair of the Nominating Committee on or before October 1 preceding an election year. The Nominating Committee will reveal its “slate” of candidates on or before December 15 preceding an election year.

[b] INDEPENDENT NOMINATION PROCEDURE Independent of the Nominating Committee’s “slate”, society members’ name(s) may be placed in nomination for all elected positions in the Society, except for an officer or a Founding Officer Successor position. A letter of nomination, two letters from Society members seconding the nomination, and a “willingness to serve” statement from the candidate must be received and verified by the administrative staff in the Society office on or before January 15 of an election year as part of this independent nomination procedure.

[c] NOMINEES POSTED The slate of candidates for all positions (except for a Founding Officer Successor position) will appear in the February SCA Newsletter and on the SCA website on or before February 1 of an election year.

[d] ELECTIONS
[i] ELECTRONIC ELECTIONS All officers, elected at-large members of the Board of Directors and elected members of the Nominating Committee shall be elected via electronic ballot.  The electronic balloting process will begin when the candidates’ names are posted on the website and will last up to 45 days but will end at least two weeks prior to the Annual Business Meeting.  The winner shall be determined by simple plurality.

[ii] UNCONTESTED ELECTIONS For an uncontested election for any officer, the same electronic balloting process outlined above shall occur.

[iii] EQUIVALENT POSITIONS When multiple, but functionally equivalent positions, are to be filled on a single ballot (e.g., two or more Nominating Committee or Board of Directors positions), each voting member of the SCA may cast up to as many votes as positions to be elected, but no more than one vote for any single candidate. The winners shall be determined by simple plurality (e.g., if there are four candidates for two positions, the two candidates with the most votes will be elected).

[iv] TIE VOTES When the vote is not resolved because of a “tie”, all candidates running for that particular office will be notified immediately and will face one single “run-off” election by electronic ballot.  The election will be held as soon as possible after such results and will be completed at least 24 hours prior to the Annual Business Meeting.  The candidate(s) receiving the highest number of votes will be declared the winner.

[v] ELECTION RESULTS Winners of elections will be made known before or during the Annual Business Meeting.

[e] FOUNDING OFFICER SUCCESSOR
[i] QUALIFICATION A candidate for the position of Founding Officer Successor must have previously served as the President of the Society and at least 24 months shall have elapsed since the candidate has served as an officer of the Society.

[ii] TWO-THIRDS VOTE REQUIRED A candidate must be elected by a two-thirds majority vote of the voting members of the Board of Directors.

[g] PRESIDENT AND PRESIDENT-ELECT At the conclusion of their terms of office, the President and the President Elect shall automatically become the Immediate Past President and President, respectively. This shall not require a vote of the members of the Society.

[g] LIMITATION TO CANDIDACY An individual may not be a candidate for more than one elected position.

5.5 INSTALLATION New Officers, Directors, Nominating Committee members, and such other persons who might be elected shall assume office at the close of the Annual Business Meeting occurring after the time of their election. Founding Officer Successors shall assume office at the conclusion of the Board of Directors meeting at which they were elected.

5.6 VACANCY OF OFFICE The following procedures shall be used to fill an unexpired term of an officer:
5.61 Vacancy of the Office of the President. If the office of the President becomes vacant for any cause, the President Elect shall immediately assume the Office of the President. If the unexpired term of the President is less than fifteen (15) months, the President Elect shall succeed to the vacant office of President and continue in that office until his/her own term as President expires. If the unexpired term of the President is fifteen (15) months or longer, the President Elect, now President, shall be considered to have fulfilled his/her own term as President and shall succeed to the office of Immediate Past President.

5.62 Vacancy of the Office of the President‑Elect. Any vacancy occurring in the Office of the President‑Elect shall be filled by an individual elected by the voting members of the Society by way of an electronic vote.  The candidate(s) for this election will be nominated by the Nominating Committee.  This election shall be held as soon as is feasible and the winner decided by a plurality of the votes cast.  If the office of President Elect is vacant at the conclusion of its term, the Society shall elect a President in the same manner as for other officers.

5.63 Vacancy of the Office of Secretary/Treasurer. Should the Office of the Secretary/Treasurer become vacant, the remaining members of the Board of Directors shall appoint a member of the Board to serve until an election can be undertaken.  The candidate(s) for the election shall be nominated by the Nominating Committee.  This election shall be held electronically and as soon as is feasible with the winner decided by a plurality of the votes cast.

5.64 Vacancy of the Office of the Immediate Past President. Should the office of the Immediate Past President become vacant, the remaining term of office shall be filled by the individual who last served as Immediate Past President. If the person who last served as Immediate Past President is unable to serve, the Board shall appoint an Active member to serve out the remaining term.

5.7 REMOVAL Any officer may be removed from office by a resolution declaring such removal to be in the best interests of the Society.
5.71 Such a resolution may be adopted at any regular or special meeting of the Board with the consent of at least a two thirds majority of the Board of Directors then in office and shall be ratified by a two‑thirds affirmative vote of the members voting via an electronic ballot.  This voting process will occur over a period of 30 days.

5.72 Such a resolution may also be offered by an Active member. The affirmative vote of two‑thirds of the members voting at the annual business meeting shall be required to bring the resolution to an electronic ballot of the membership. Removal shall be ratified by the affirmative vote of a majority of the members voting via electronic ballot.  This voting process will occur over a period of 30 days.

5.8 RESIGNATION Any officer may resign at any time by giving written notice to the Board of Directors or to the President.
ARTICLE 6 - COMMITTEES

6.1 The Executive, Nominating, Finance, Scientific Program, Ethics and Continuing Medical Education Committees are the standing committees of the Society. Other Committees can be created and eliminated by simple majority vote of the Board of Directors.

6.11 The Board of Directors will designate other standing committees, and the President will appoint committee chairs. The President may appoint additional ad hoc committees to serve the needs of the Society.

6.2 Committee Chairs. . The President shall Chair the Executive and Finance Committees. The Immediate Past-President shall Chair the Nominating Committee. The President-Elect shall Chair the Continuing Medical Education (CME) Committee. The Ethics Committee Chair shall be appointed by the Board of Directors. The Scientific Program Committee Chair shall be appointed by the President in consultation with the President Elect. Chairs of all other committees shall be appointed by the President. All appointed positions should be filled by the President within 60 days of a vacancy or within 60 days of assuming office. The President must inform the Board of Directors of the selections for committee Chairs. A Board member shall have ten working days from the date of receipt of notification to object to a proposed appointment, and the Board may veto an appointment by a simple majority vote.

6.21 Terms of Office for Committee Chairs. Chairs shall serve a term of office which parallels the term of the SCA President who has appointed the Chairs (with exceptions as approved by the Board of Directors) and shall start these terms of office concurrently with the term of the President, with the exception of the Program Chair whose two year term starts in the middle of the biennial presidential term of office. For the Nominating, Ethics and CME Chairs, terms of office are to be established in these Bylaws or by the Board of Directors.

6.22 Limitations on Chairs. No member may chair more than one committee, excluding the Chairs of the Executive, Finance, and Nominating Committees, who each may chair one other committee. No co Chairs may be designated. No committee Chair may be appointed to nor may serve on more than one committee (excluding the Nominating, Executive, CME or specially-designated ad hoc Committees) at the same time. Committee Chairs may serve any number of terms but shall be limited to no more than three such terms served consecutively as a committee Chair (with exceptions as approved by the Board of Directors).

6.23 Duties of Committee Chairs. Committee Chairs shall report annually in writing to the Board and may, if approved by a member of the Executive Committee, address the Board regarding the committee’s activities at a time as determined by the Board of Directors or the President. Each committee Chair shall be provided with committee duties and/or goals and shall address specific areas of interest and or concern as determined by the Board of Directors in keeping with the Bylaws. Chairs shall, after consulting with committee members, recommend specific actions to the Board of Directors for its approval or disapproval. The Board of Directors implements the recommendations of the committee members and committee chair(s). With the exception of the Nominating, Finance and Executive Committees, each committee Chair shall nominate a committee Vice Chair and other committee members as necessary.

6.24 With the exception of the Nominating, Finance, Ethics, and Executive committees, committee Chairs may be removed by the President with the approval of a simple majority of the Board of directors. Removal of the Ethics Committee Chair shall require a simple majority of the Board.

6.3 Committee Members. With the exceptions of the Executive, Finance, Nominating, and CME Committees, the committee Chair shall select and nominate the committee members and then submit the names of a Vice Chair and other committee member(s) for final approval to the President. If the President does not approve the Vice-Chair and other committee members submitted by the Ethics Committee Chair, the Ethics Committee Chair may submit those names to the Board for its approval.

6.31 Term of Office for Committee Members. Committee membership shall be for a term of two years. Committee members, including the Vice Chair, may serve any number of terms but shall be limited to no more than three such terms served consecutively as a committee member of a particular committee (with exceptions as approved by the Board of Directors).

6.32 When possible, overlap of terms of committee members is desirable.

6.33 No committee member may be appointed to nor may serve on more than one committee (excluding the Nominating, Finance, Executive, or specially-designated ad hoc committees) at the same time, with exceptions as determined by the Board of Directors.

6.34 Committee members shall be members of the Society.

6.35 Committee members may be removed by the President in consultation with the committee Chair. Ethics committee members may be removed by the Ethics committee chair or by the Board, but not by the President.

6.4 Specific committee functions and duties are as follows:

6.41 Executive Committee. The day to day affairs of the Society shall be managed by the Executive Committee of the Board of Directors, herein referred to as the “Executive Committee.”
6.411 Composition. The composition of the Executive Committee shall be: the President, President Elect, Immediate Past President, and Secretary/Treasurer.

6.412 Duties and Powers. The duties and powers of the Executive Committee shall be to exercise the rights and powers of the Board of Directors between meetings, to delegate this responsibility at the Board’s direction, and to report in full to the Board the proceedings of the Executive Committee. Actions of the Executive Committee are subject to ratification by the Board of Directors.

6.42 Nominating Committee.
6.421 Composition. The Nominating Committee shall be composed of the President, the President Elect, the Immediate Past President and two elected members, elected from and by the voting members of the Society.

6.422 Term. Both elected members of the committee shall serve a two-year term with a maximum of one term as an elected member.

6.423 Election. The two elected members shall be elected in odd numbered years occurring at the beginning of the biennial Presidential term of office.

6.424 Chair. The Nominating Committee is chaired by the Immediate Past President.

6.425 Duties. The Nominating Committee Chair shall follow election procedures as outlined in Article 5.

6.426 Vacancy. The Board of Directors shall appoint a member to fill an unexpired term if a member is unable to fulfill his/her duties as a member of the Nominating Committee.

6.43 Finance Committee. The members of the Executive Committee shall constitute the Finance Committee. Duties: to review, at least annually, the financial dealings of the Society, including the auditor’s report, financial statements, and expenditure of funds; to establish the annual budget and to make recommendations to the Board of Directors as necessary.

6.44 Continuing Medical Education (CME) Committee. The CME Committee will coordinate the Society’s educational activities with the Program Chairs for all educational activities of the Society that involve the issuance of continuing education credits from the Accreditation Council for Continuing Medical Education (ACCME) and will arrange for scientific meetings, to be held at least annually, and conduct such meetings (as determined by the Board of Directors) for the benefit of the members of the Society. The Committee will utilize a variety of means to achieve exchange of ideas and information by means of original scientific research, lectures, panel discussions, workshops, courses, guest speakers, and or other formats to effectively communicate basic science, clinical concepts or other information, and to encourage participation in educational activities by the Society’s membership. The CME Committee shall be chaired by the President-elect. Members shall include the Chair and Vice Chair of each of the Society’s education activities involving CME credits, and two active SCA members shall be nominated and elected as voting CME Committee members as described in Section 5.4
Terms: The elected members shall serve a two-year term concurrent with a President’s term of office. An elected member’s term shall begin following the close of the Annual Business Meeting at which that member’s election is announced.

6.45 The Scientific Program Committee shall develop and implement the educational and scientific programs at the Annual Meeting. The Committee Chair appointment process is described in Article 6.2. The Committee Vice Chair and membership appointment process is described in Article 6.3.
ARTICLE 7 - BOARD OF DIRECTORS

7.1 Composition. The Board of Directors shall be composed of the President, President Elect, Immediate Past President, Secretary/Treasurer, the Founding Officers currently serving on the Board of Directors, six elected at large members of the Society, up to two appointed members as in 7.14 and 7.15, and the Scientific Program Chair. In addition, up to two Founding Officer Successor(s) may be elected to serve as Board member(s) when Founding Officer(s) are no longer serving as Board member(s) or are sharing a Board position. The Program Vice-Chair, will be an ex officio, non voting member of the Board.

7.11 Terms of the Elected At Large Members. The elected at large members shall serve staggered three year terms so that elected at large members shall rotate onto the Board each year to replace the departing members. An elected member’s term of office shall begin following the close of the annual business meeting during which that member is elected.
7.111 Elected at large members of the Board of Directors shall be Active members of the Society.

7.112 A member shall be limited to two consecutive terms as an elected at large member of the Board of Directors.

7.113 A member shall be limited to three terms as an elected at-large member of the Board of Directors. Before beginning a third elected term, there must be a total of two years off the board after completion of the first term as an elected at-large member of the Board of Directors.

7.12 Terms of the Founding Officers and Founding Officers Successors. There shall be a total of two Founding Officer or Founding Officer Successor voting positions on the Board of Directors. The Founding Officers are George E. Burgess and Robert J. Marino. The Founding Officers shall share a single permanent position with a single vote on the Board of Directors, and a Founding Officer Successor shall occupy the second Founding Officer voting position on the Board of Directors. If a request for resignation is submitted by a Founding Officer, then the remaining Founding Officer shall serve as the sole Founding Officer on the Board of Directors. If both Founding Officers shall resign from the Board, then the remaining Founding Officer position shall be filled by a second “Founding Officer Successor” as described in Paragraph 5.4f(i). If both Founding Officers or any Founding Officer Successor should resign from the Board, the Nominating Committee will submit its recommendation for a Founding Officer Successor to the Board of Directors at a time not later than the Board’s next regularly scheduled meeting or three months after the resignation, whichever is later. The Board of Directors must approve the recommendation of the Nominating Committee by a two-thirds majority vote of the voting members of the Board of Directors. Upon approval, the Founding Officer Successor will serve for a six-year term as a member of the Board of Directors, the term being renewable once by the same process.

7.13 The Board of Directors shall be responsible for implementing changes in Board membership caused by resignations, vacancies, or amendments to the Bylaws. These changes shall proceed in an orderly fashion.

7.14 If a resident of Canada is not an SCA officer, Director or Scientific Program Chair, the President shall recommend an active SCA member who is a Canadian citizen and resident of Canada to a two year term as a voting member of the Board of Directors, to be elected by a simple majority of the Board of Directors. This individual may serve a maximum of three consecutive, two year terms as the Canadian representative, and could be removed from the Board by a three quarters majority vote of the remaining Board members.

7.15 The President may recommend an active SCA member to a two-year term as a voting member of the Board of Directors, to be elected by a simple majority of the Board of Directors. The appointed individual’s term of office would parallel the term of office of the President recommending the appointment. This individual may serve a maximum of three consecutive, two-year terms as an appointed member and could be removed from the Board by a three-quarters majority vote of the remaining Board members.

7.2 Powers. The Board of Directors of the Society shall have and may exercise the powers of authority to act for the Society in the interval between meetings of the Corporation, except as otherwise specified in the Articles of Incorporation or the Bylaws. The Board shall have supervision over all standing and special committees, all appointed officers, agents, employees, and over others from whom it may require reports or other communications annually.

7.21 Action by the Board of Directors. If a quorum is present in the same room, questions shall be determined by the affirmative vote of a simple majority of the voting members present, except as otherwise provided in these Bylaws.

7.22 Quorum. A quorum of the Board of Directors is defined as a simple majority of voting members of the Board.

7.23 If a quorum is present via electronic communications (e.g., web-based meeting, conference call), then any action taken must be confirmed by taking a vote by electronic or written ballot before the action is considered final unless at least a two-thirds majority of the voting members voted affirmatively during the electronic meeting. Voting members shall have at least 14 days to respond to a written or electronic ballot.

7.3 Duties and Responsibilities. The Board will be responsible for the overall planning and promotion of the educational, charitable, scientific, social, and other functions of the Society. It may appoint ad hoc committees as necessary for this purpose. It shall be the duty of the Board to encourage attendance at meetings and to urge each member to participate in the work of the Society.

7.4 Reports to the Membership. The Board shall bring before the membership for approval or disapproval all matters of major policy or of other importance, unless in its considered judgment, delay would be injurious to the best interests of the Society. In that event, a report of the Board’s actions shall be rendered to the membership at the earliest opportunity.

7.5 Executive Secretary. The Board may, by contractual arrangements, appoint an Executive Secretary with such assistants as the Board may deem advisable. Under the direction of the Board or the President, the Executive Secretary shall:

  1. Act as secretary to the Board of Directors, and the Executive Committee;
  2. Oversee the Executive Office of the Society, maintaining all records;
  3. Receive proposals and applications for membership and process them;
  4. Collect dues and fees together with the Secretary/Treasurer;
  5. Issue all vouchers for payments of bills on budget authorizations;
  6. Assist and prepare with the Secretary/Treasurer and Chairperson of the Finance Committee, the budget;
  7. Assist in the auditing of the Society accounts;
  8. Mail notices, announcements, etc. of all meetings to appropriate members (the use of the term “mail” in these Articles or Bylaws may be construed to include other forms of web-based, email, electronic, fax, or non-US Postal Service mail forms of couriered communication);
  9. Under the direction of the CME Committee Chair, provide support for educational and annual meeting activities;
  10. Perform other such duties as are assigned to him/her by the officers or the Board of Directors;
  11. Report to the Board at its regular sessions or whenever requested.

7.6 Board Meetings.

7.61 Annual Meetings. The Board will meet at least semi annually at the annual meeting of the Society and as otherwise determined by the Executive Committee or the Board of Directors. A meeting can occur in person or via electronic communications such as a conference call or internet-based meeting.
7.611 Notice. Written notice of the time and place of each meeting shall be mailed to each member of the Board at least 30 days prior to the proposed date of the meeting unless that notice is waived by unanimous written consent of the voting members of the Board.

7.62 Responsibilities for Attendance. Attendance at fifty percent or more of the Board’s meetings per year is required for continued membership on the Board of Directors. One “year” in this section is defined as beginning at the close of the Annual Business Meeting of the Society. The Executive Secretary shall inform, by certified mail, any Board member who, after one year of absence, is in jeopardy of failing to fulfill the minimum attendance requirement, further stating that the member’s absence at the next regular Board meeting will, without exception, initiate automatic resignation from the Board of Directors. Copies of this notification letter are to be sent to the President and all other Board members.
7.621 For a Board member’s personal or family illness or death, the President may grant an excused absence which will count as if the member had attended the Board meeting, except that the excused member is not entitled to vote in absentia on issues presented at that meeting.

7.622 No Board member shall have the right to vote by proxy at meetings of the Board of Directors.

7.63 The President or simple majority of the voting members of the Board of Directors may call additional special meeting(s) of the Board of Directors.
7.631 Written notice of the time, place, and purpose of each special meeting shall be mailed to each member of the Board at least 30 days prior to the proposed date of the meeting; special Board meeting(s) may be called, provided notice is given to all Board members and that at least two thirds agree to the proposed special meeting(s).

7.7 Vacancies.

7.71 Resignations from the Board. At any time, a Director may resign, in writing, by notifying the President or Secretary/Treasurer of the Society. Such resignation shall take effect at the time therein specified by the individual resigning; and the acceptance of said resignation shall not be necessary to make it effective.

7.72 Removal. Any elected member of the Board of Directors may be removed as a member of the Board by a resolution declaring such removal to be in the best interests of the Society.
7.721 Such a resolution may be adopted at any regular or special meeting of the Board with the consent of at least a three quarters majority of the Board of Directors then in office and shall be ratified by a simple majority vote of the members voting via an electronic ballot.  This voting process will occur over a period of 30 days.

7.722 Such a resolution may also be offered by an Active member. A simple majority vote of the voting members present at an annual business meeting shall be required to bring the resolution to an electronic ballot of the membership. Removal shall occur if a majority of the members voting so affirm. This voting process will occur over a period of 30 days.

7.73 Vacancy of the Board of Directors. A vacancy of an elected position on the Board may be filled for the unexpired term by an Active member elected by a simple majority vote of the remaining Directors at any meeting of the Board.

7.8 Nomination and Election of the Board of Directors. The form, procedures, requirement(s), and limitations for election of the at large elected members of the Board of Directors will be as set forth in Article 5.

ARTICLE 8 - AMENDMENTS

8.1 Bylaws amendments may be proposed in one of two ways:
1.    by the Executive Committee, which requires review and approval by the Board of Directors, or
2.    by a member of the Society, which requires review and approval by the Bylaws Committee
Members of the Society shall approve amendment of the Bylaws by a majority vote of the voting members by electronic ballot six months after the proposed amendment has been published electronically.

8.2 Conflict with the Articles of Incorporation. Any provisions of the Bylaws which are inconsistent with the laws of the state in which the Society is incorporated or with the Articles of Incorporation of the Society shall be null and void. All proposed changes in the Bylaws or Articles of Incorporation shall be reviewed by the Bylaws Committee and presented to the Board of Directors, when feasible.

Revised 5/28/02
Revised 5/29/03
Revised 5/4/04
Revised 5/20/05
Amended 05/01/06, SCA Annual Business Meeting, San Diego, CA
Amended 04/22/09, SCA Annual Business Meeting, San Antonio, TX
Amended 05/02/11, SCA Annual Business Meeting, Savannah, GA
Amended 04/30/12, SCA Annual Business Meeting, Boston, MA
Amended 04/13/15, SCA Annual Business Meeting, Washington, DC

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