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Bylaws

BYLAWS OF THE TEXAS SOCIETY OF VASCULAR AND ENDOVASCULAR SURGERY
 

BOARD OF DIRECTORS

Texas Society of Vascular and Endovascular Surgery shall be governed by a

Board of Directors whose number shall not be less than three. The activity and

constitution of the Board of Directors shall at all times be subject to and governed by

the requirements of Article 2.14 through 2.19 of the Texas Non-Profit Corporation Act.

1. Election of Directors: The Directors of the corporation shall serve for a

term of one year (or until a Director's successor has been duly elected and has taken

office). The Directors shall be elected annually by the voting members of the

organization. Election shall be by majority vote. The Board of Directors shall also

serve as elected officers of the society.

2. Qualifications of Directors: Directors need not be members of the

organization, but a majority of Directors shall be elected from the Active

membership of the society. Directors who are also elected as officers must be Active

members of the organization and must be members in good standing in their medical

community.

3. Number of Directors: The number of Directors may be increased at any

time to permit and encourage the service and participation of interested, qualified

persons. Any increase or decrease in the number of Directors shall be by vote of a

majority of the Active members of the organization, and any Director who is not

an Active member of the organization may be removed or replaced at any time by

the Active members. Active members shall constitute a majority of the Directors.

4. Vacancies: Vacancies on the Board of Directors shall be filled by the active

members of the organization until the next scheduled election of officers. Should the

office of President be vacated, the Vice-President shall assume the President's

duties.

5. Other Matters: All other matters pertaining to the Board of Directors,

removal, quorum, meeting, voting and qualification of Trustees and Directors, shall be

as provided by the Texas Non-Profit Corporation Act. The Directors may act without a

meeting and by unanimous consent as permitted by Article 9.10 of the Texas Business

Corporation Act. The Directors may waive notice of a formal meeting.

II

OFFICERS

Voting members of the society may be majority vote elect officers of the

organization which may include a President, President-Elect, one or more Vice-

Presidents (as the society may from time to time designate, a Secretary, a Treasurer,

and the two immediate past Presidents.

1. Duties of Officers: The officers shall perform such duties as are required

to conduct the business of the society, and shall at all times be subject to and governed

by the Bylaws of the society, and the Board of Directors of the corporation.

2. Qualifications of Officers: Officers shall be voting members of the society.

3. Payment of Officers: Officers shall serve without pay, but shall be

reimbursed for actual expenses incurred in the conduct of society business. All such

reimbursements shall be detailed in the annual treasurer's report. The Board of

Directors is authorized to enter into a long-term contract of employment for the

services of an officer or other employee. No contract for employment shall be for

more than three years.

4. Other Matters: All other matters pertaining to the election, service, and

removal of officers shall be according to the provisions of the Texas Non-Profit

Corporation Act, and particularly Article 2.20 of the Act. The day-to-day business of

the organization shall be governed by its elected officers, each of whom shall have

one vote. Presence of fifty percent of the officers shall constitute a quorum. The

officers may act without a meeting and by unanimous consent as permitted by Article

9.10 of the Texas Business Corporation Act. The officers may waive notice of a formal

meeting.

Ill

MEMBERSHIP

Qualifications for membership in the organization shall be determined by the

Board of Directors. Names of prospective members shall be submitted by active

members, and application forms will be forwarded by the Secretary to applicants. After

appropriate review of credentials, individual qualifications for membership shall

ultimately be determined by a majority vote of the Board of Directors. The three

categories of membership will be (1) active, (2) corresponding, and (3) honorary.

1. Active Membership: Active membership may be requested by qualified

surgeons who (1) have completed a minimum of one year post graduate

training in peripheral vascular surgery or (2) limit their practice primarily to

peripheral vascular surgery. Active membership requires regular meeting

attendance (on average of one of the society's meetings over a two year period],

payment of annual dues, and grants full voting privileges. After the date of

approval of these Bylaws, new members must have completed their fellowship in a

program approved by the American Board of Surgery Residency Review Committee,

or in a program approved by the Board of Directors of the society.

2. Corresponding Membership: Corresponding membership may be

requested by former active members who have retired from practice or moved to

a distant geographic location and no longer participate in the business of the

society. Corresponding membership requires payment of 1/4 the amount of

annual dues, requires no meeting attendance, and does not grant voting status.

3. Honorary Membership: Honorary membership may be granted to other

qualified surgeons or distinguished friends of the society by the Board of

Directors or the voting membership. Honorary members are not required to pay

dues or attend annual meetings, and do not have voting privileges.

IV

COMMITTEES

Committees, committee chairpersons, and members may be appointed

by the President to assist in conducting the society's business.

V

MEETINGS

The society members shall meet once a year during the fall meeting. Date of

the meeting will be determined by the President. Officers and committee members

will be responsible for conducting the meeting, and attendance of the annual

meeting is mandatory for active members. Business of the society shall be

conducted at the fall meeting. Presence of fifty per cent of the voting members

shall constitute a quorum, and be sufficient to conduct the business of the society.

VI

AMENDMENTS

Unless otherwise provided in the corporation's Articles of Incorporation,

by the Bylaws, or by the Texas Non-Profit Corporation Act, a fifty per cent vote of

the voting membership is required to amend these Bylaws and to amend the

corporation's Articles of Incorporation.

VII

STATEMENT OF PURPOSE AND LIMITATIONS

The corporation is organized exclusively for charitable, educational and

scientific purposes, including, for such purposes, the making of distributions to

organizations who qualify as exempt organizations under Section 501(c)(3) of the

Internal Revenue Code of 1954 (or the corresponding provisions of any future

United States Internal Revenue law). In particular, the organization's purposes are

to enhance the skills of physicians and medical personnel by presenting medical

and surgical information essential to maintaining the highest standards of patient

care in vascular surgery in the community.