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Constitution and Bylaws
Constitution of the Southern California Vascular Surgical Society
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 Non-Resident members. Active membership shall consist of the founding members of the Society and subsequent individuals recommended by the Membership Committee and elected to membership by the membership-at-large. 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 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.
Bylaws of the Southern California Vascular Surgical Society
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. 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 the President and President-Elect, the Chair will be assumed by a President pro-tem, 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 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 by the American Board of Surgery. In select cases, equivalent training and certification from foreign training programs may be substituted for certification by the American Board.
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 Fellowship as a prerequisite for membership.
7. An applicant for membership must be sponsored by an Active member of the Society and endorsed by two other Active members. Application forms will be available upon request of the sponsoring member from the Secretary. A completed application must be signed by the candidate, with the Endorsement form signed by one Member sponsor. The application should list two additional member endorsers and shall be delivered to the Secretary at least one month before the annual assembly at which the candidate shall be considered for election.
8. The list of candidates with data concerning them shall be circulated by the Secretary-Treasurer to all members of the Society before the annual meeting.
9. Completed applications shall be reviewed by the Membership Committee (Membership Chairman, Officers and Councilors), which has the right to accept or reject any application for membership to the Society. Names of candidates recommended for election by the Council shall be submitted to the membership at the annual assembly.
10. Election to membership shall be by secret ballot, by three-fourths (75%) affirmative vote of the membership present and voting at the annual Executive Session. A candidate who fails to be elected at one meeting may be reconsidered at the next two annual meetings of the Society. 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 Non-Resident 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 two-thirds affirmative vote of embers 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.