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Constitution and Bylaws

SOUTHERN CALIFORNIA VASCULAR SURGICAL SOCIETY
 
CONSTITUTION

ARTICLE I - NAME

The name of this organization shall be the SOUTHERN CALIFORNIA VASCULAR SURGICAL
SOCIETY.

ARTICLE II - OBJECTIVES

The objectives of this organization shall be (1) to maintain or improve the standard of practice of
vascular surgery in the Southern California geographical area; (2) to contribute to the active
continuing education of its membership; and (3) to advance the science and art of peripheral
vascular surgery.

Notwithstanding the foregoing, (1) no part of the organization’s net earnings or assets shall
inure to the benefit of any member, officer, or other person, except that the organization shall
be authorized and empowered to pay reasonable compensation for services rendered and to
make other payments and distributions in furtherance of the purposes set forth above, and (2)
the organization shall not carry on any activity not permitted to an organization exempt from
Federal income tax under section 501(c) (6) of the Internal Revenue Code of 1954, as amended
(the “Code”) or the corresponding provision of any further United States revenue statute.

ARTICLE III - MEMBERSHIP

The Society shall have five classes of membership: Active, Senior, Retired, Honorary and NonResident
members.

Active membership shall consist of the founding members of the Society and subsequent individuals recommended by the Membership Committee.

Senior members shall consist of Active members who have reached the age of sixty (60) years; or who have been Active members for twenty (20) years; or who for reasons of health or other just cause, the Council recommends for classification in this category.

Retired members must be retired from practice of surgery and have been active in the Society for five years or more.

Honorary members shall be nominated by the Council and elected by ballot at the Executive session of the annual meeting. Non-Resident members shall be members under the age of sixty who no longer reside in the Southern California geographic area.

 

ARTICLE IV - MEETINGS

The Southern California Vascular Surgical Society will sponsor at least one annual business and scientific meeting, which will be held at a time and place to be determined by the Council.

 

ARTICLE V - OFFICERS, COUNCIL

1. The officers of this Society shall be a President, a President-Elect, and a Secretary-Treasurer, all
to be elected as provided in the By-Laws.

2. The Council of this Society shall be composed of the President, the President-Elect, the
Secretary-Treasurer, the Secretary-Treasurer-Elect, the immediate past President, the Recorder,
the Historian, and three Councilors-at-large.

ARTICLE VI - AMENDMENT

The Society may alter or repeal any article of this constitution by a two-thirds affirmative vote of
members present and voting at the annual assembly, provided a copy of the proposed change
has been delivered to each voting member thirty days in advance of the annual meeting.
 

BY-LAWS

ARTICLE 1 - OFFICERS, COUNCILLORS

1. The President and President-Elect of the Society shall be elected for terms of one year  each.
The Secretary-Treasurer shall be elected for a three-year term. A Secretary-Treasurer-Elect shall
be elected one year prior to assuming office. Officers may not serve more than one term.

2. Councilors-at-large shall be elected for three-year terms, with the election of one Councilor
occurring annually so as to provide overlapping terms. A Councilor shall serve for one term only.

3. A Nominating Committee consisting of the three most recent available past Presidents shall
be appointed by the President. Officers and Councilors-at-large of the Society shall be
nominated by the Nominating Committee, which shall present the slate to the members at the
annual Executive Session each year. The election shall take place at the Executive Session.
Election shall be by a majority of the votes cast.

4. The President shall preside at the Council meetings, the annual meeting, and interval scientific
meetings. The President shall appoint members to those committees whose membership is
independent of the Council.

The President shall appoint a Membership Chairman (three-year term), a representative to the
Regional Vascular Societies (three-year term), an Audit committee (one-year term), a Recorder
(three-year term) and Historian. Successors to vacated offices of the Society shall be appointed
by the President until the position is filled at the next annual assembly.

5. The President-Elect, in the absence or incapacity of the President, shall perform the duties of
the President’s office. In the absence or incapacity of both the President and President-Elect, the
Chair will be assumed by a President pro-term, elected by such members of the Council as are
present.

6. The Secretary-Treasurer shall keep the minutes of the meeting of the Society and Council,
receive and care for all records belonging to the Society, and conduct correspondence of the
Society. This office shall issue to all members a written report of the preceding year’s
transactions to be read to the Council and membership at the annual assembly. The office shall
also receive all monies and funds belonging to the Society, pay all bills, render bills for dues and
assessments and report to the Council at each annual meeting the names of all members in
arrears as to dues. The Secretary-Treasurer shall also prepare an annual report for audit.

7. The Recorder shall receive all papers and reports of the discussions on papers presented
before the society. The Recorder shall, together with the Program Committee, review all
manuscripts and provide an editorial comment to accompany manuscripts when submitted to
the Editorial Board of the journal in which manuscripts are to be considered for publication.

8. The Historian shall compile historical information regarding the Society and update the
recorded information as needed.

ARTICLE II -COMMITTEES

1. The standing committees of the Society shall consist of the Executive Committee (composed
of the Officers and Councilors), the Membership Committee (composed of the Membership
Chairman, Officers and Councilors), the Nominating Committee (composed of the three most
recent available past Presidents), the Audit Committee, Program Committee and a Local
Arrangements Committee for the annual meeting.

2. The Audit Committee is appointed by the President and consists of two members from the
membership-at-large. This committee will review the account books of the Secretary-Treasurer
and report to the membership at the annual meeting.

3. Other committees may be designated by the President with advice of the Council.

4. All committees shall be chaired by a member appointed by the President.


ARTICLE III - ELECTION OF MEMBERS

1. Membership in this Society shall be limited to surgeons of good professional standing, who
have a major interest in and devote the majority of their practice to vascular surgery.

2. Applicants must be certified in Vascular Surgery by the American Board of Surgery (ABS ). In
select cases, equivalent training and certification from other boards or foreign training
programs may be substituted for certification by the ABS.

3. Since a major function of this Society will be continuing education and since it is recognized
that active participation is a better educational tool than passive attendance, candidates for
membership will be carefully screened as to their willingness to prepare talks, look up personal
series, and participate in panel discussions.

4. Membership will be limited to those surgeons practicing vascular surgery in the geographic
area of Southern California as defined by those counties included in the Southern California and
San Diego chapters of the American College of Surgeons.

5. A candidate will have been in active practice for one year following training before being
eligible for membership.

6. Prospective members must have successfully completed a Vascular Residency or Fellowship as
a prerequisite for membership.

7. Application forms for active membership shall be provided by the Secretary. Completed
application forms shall be delivered to the Secretary.  An applicant for membership must be
sponsored by an Active member of the Society and endorsed by two other Active members.

8. Completed applications shall be reviewed by the Membership Committee (Membership
Chairman, Officers and Councilors) on a periodic basis throughout the calendar year.  The
Membership committee has the right to accept or reject any application for membership to the
Society.  An applicant may then become a member of the Society after approval of the
Membership Committee.

9.  Names of candidates approved for membership by the Committee shall be submitted
announced to the membership at the annual assembly.

10. A candidate who fails to gain approval may be reconsidered up to two additional times. If
election fails a third time, the candidate’s application may be resubmitted after a two-year
interval.

11. A Non-Resident member shall be excused from attendance requirements.

He may vote at such meeting as he attends and enjoy all the privileges of the Society except
that he may not hold office or membership on standing committees. He shall pay annual dues. A
request for non-resident status must be submitted in writing to the Secretary and shall be
granted only by the Council. Upon written request the Council may restore a Non-Resident
member to active status. At its discretion, the Council may terminate membership as a NonResident
member. A Non-Resident member shall automatically become a Senior member at age sixty.

 

12. Senior members shall not be bound by requirements for attendance at meetings. Senior members shall pay annual dues.

 

 


13. Honorary members of the Society shall be individuals who have made outstanding
contributions in the field of vascular science. They shall not be required to pay dues nor be
bound by the requirements for attendance at meetings. They shall enjoy all the privileges of
other members except those of voting and holding office. Any Active or Senior member may
propose an individual for Honorary membership.

The name and a brief description of the accomplishments of the individual must be submitted
to the Secretary-Treasurer at least six months prior to the annual meeting for circulation to the
Council.

Following its deliberation, the Council may recommend that the candidate’s name be submitted to the membership for approval. Election to membership shall be by secret ballot, by a three- fourths (75%) affirmative vote of the membership present and voting at the annual Executive Session.

14. Retired members are not required to pay dues. Retired members will not receive The Journal

(Annals of Vascular Surgery).

ARTICLE IV - MEETINGS

 

1. The annual meeting of the Society shall be held at a time and place to be determined by the

Council.

 

2. The vote of a majority of voting members present at a duly called meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by the applicable statute, the Constitution or the By-Laws.

 

3. During the annual meeting there will be an Executive Session of the membership. Business of the Society shall be conducted at this time.

 

The report of the Nominating Committee shall be presented to the membership during the Executive Session. Additional nominations may be made from the floor. Officers of the Society and Councilors-at- large shall be elected by a majority vote of the Active, Senior and Non- Resident membership present during the Executive Session. The report to the Membership Committee will also be presented and election of new members will take place under the terms described in Article III.

 

4. Active membership shall be forfeited by failure to attend three (3) consecutive annual meetings. After failure to attend two (2) consecutive meetings, the Secretary-Treasurer will notify the member that a third consecutive absence will terminate his/her membership. In cases where the third absence was caused by extremely compelling circumstances, the Council may, at its discretion, stay the termination of membership. Any person whose Active membership has been terminated by the Council pursuant to this section may, within six months, send to the

Secretary-Treasurer a written request that the Council at its next meeting reconsider its decision. Such a request must be accompanied by a written statement of the reasons for the consistent

 

absence from annual meetings of the Society. If the Council, upon reconsideration, determined by a majority vote that reinstatement is appropriate, the individual shall be reinstated as an Active member upon payment in full of any outstanding dues or other financial obligations to the Society.

 

5. Any member of the Society may invite one or more guests to attend the annual meeting. A formal request must be made at least thirty (30) days in advance to the Secretary-Treasurer to send a written invitation to the individual identified by the member. The member will be financially responsible for registration fees and all expenses incurred by his invited guest. No guest will be admitted to the scientific sessions and/or social events without a formal invitation and active registration. All invited guests shall be given the privilege of the floor but shall not be present at the Executive Session.

 

6. Additional meetings may be held during the year upon the initiation and recommendation of the Council.

ARTICLE V - FEES AND DUES

 

1. Initiation fees, dues and assessment shall be levied by the Council and approved by the membership at the annual Executive Session.

 

2. Fees, dues and assessments shall be used to cover the expenses of the Society including an annual stipend to be paid to the Secretaries of the President and Secretary-Treasurer. That amount to be recommended each year by the Council and approved by the membership-at- large.

 

3. Any member whose dues remain unpaid by the time of Spring Meeting shall be notified of that fact by the Secretary-Treasurer. If the dues are not paid within one month of this notification, the member will have his membership terminated. The Council may reinstate the delinquent member upon payment of the dues in arrears. Because of hardship, members may petition the Council to have dues waived.

ARTICLE VI - RESIGNATIONS AND DISCIPLINE

 

1. Resignations of members otherwise in good standing shall be accepted by a majority vote of the Council.

 

2. Charges of unprofessional or unethical conduct may be brought against any member of the Society by a written complaint signed by two (2) members of the Society and delivered to the Secretary-Treasurer. The Council’s concurrence or disallowance of the charges shall

be presented to the membership at the annual meeting in Executive Session. A three-fourths

(75%) affirmative vote of the members present, and voting shall be required for expulsion.

 

ARTICLE VII - QUORUM

1. Twenty (20) voting members present in person shall constitute a quorum at the annual
assembly to effect changes in the Constitution and By-Laws of the Society, to make assessments,
to authorize appropriations or expenditures of monies other than those required in the routine
business of the Society, to elect officers and members, and to expel members.

2. For the transaction of other business, the voting members present at any annual meeting shall
constitute a quorum.

ARTICLE VIII - PROCEDURE

The proceedings of the Society shall be conducted under Robert’s Rules of Order Newly Revised.

ARTICLE IX - CERTIFICATE OF MEMBERSHIP

Every elected member of the Society shall be entitled to a certificate of membership signed by
the President and Secretary-Treasurer.

ARTICLE X - AMENDMENT

The Society may alter or repeal any article of these By-Laws by a two-thirds affirmative vote of
members present and voting at the annual assembly, provided a copy of the proposed change
has been delivered to each voting member thirty days in advance of the annual meeting.


Amended May 2017