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Article I. Name The name of this organization is the Society for Surgery of the Alimentary Tract, Inc. hereinafter call the Society. Article II. Officers The Society is a nonprofit organization incorporated as such under the laws of the State of Delaware. The Society shall maintain offices in the State of Delaware and at such other places the Board of Trustees may determine. Article III. Objectives The objectives of the Society shall be to stimulate, foster , and provide surgical leadership in the art and science of patient care; teach and research the diseases and functions of the alimentary tract; provide a forum for the presentation of such knowledge; and encourage training opportunities, funding, and scientific publications supporting the foregoing activities. Article IV. Membership Section 1. The Society shall consist of Active, Senior, Candidate and Honorary members. Section 2. Active Members. To qualify for active membership, a candidate must have (1) a degree from a medical school acceptable to the Board of Trustees, a license to practice medicine in his/her state, province or country, certification by a board that is a member board of the American Board of Medical Specialties, the Royal College of Physicians and Surgeons of Canada, or by an equivalent body, and an interest in the surgical aspects of digestive diseases; or, be a career scientist with an M.D, Ph.D. or equivalent degree from an institution acceptable to the Board of Trustees and have an interest in the surgical aspects of digestive diseases. Membership shall not be denied because of race, religion or gender. Section 3. Only Active members shall be eligible for election to office or appointment to standing committees. Section 4. Election of Members. Application for membership shall be made on a form or by electronic means. The application must be signed and accompanied by a letter from an Active or Senior member of the Society describing the candidate=s ethical, professional and personal qualifications. Section 5. The Membership Committee’s Regional Representatives shall review the application and letter of sponsorship of each candidate from their regions, investigating the ethical, professional, and personal qualifications of each candidate. Their recommendations will then be reviewed by the Membership Committee Chair, and, if both the Regional Representative and the Chair find the candidate acceptable, the candidate’s membership will become effective immediately. Section 6. All candidates not recommended for active membership by the Board of Trustees for three years after their nomination shall be withdrawn. However, such action shall not preclude a subsequent application for membership after a one-year interval. Section 7. Any candidate for active membership recommended by the Board of Trustees, but rejected by the vote of the Society, cannot be proposed again for membership for two (2) years. Section 8. Senior Members Upon completion of surgical practice, retirement, and/or disability, members may request in writing a transfer to Senior status. The Board of Trustees will review and act on such requests. Senior members may vote but hold office only upon completing the term of office held before reaching senior status. Section 9. Honorary Members Honorary membership shall be reserved for persons who have made significant contributions to surgery of the alimentary tract. Honorary members shall be elected as designated in Article IV, Sections 4 and 5, or by vote of the Active and Senior members upon recommendations made directly by the Board of Trustees. Although Honorary members shall not be eligible for election or appointment to the Board of Trustees or to any offices of the Society, they may act in consultative or advisory capacities to any Trustee, officer, or committee of the Society. Honorary members shall have no voting privileges. Section 10. Candidate Members Residents in a surgical training program or GI Fellowship are eligible for candidate membership. For a resident in a general surgery residency program, the program must be approved by the Accreditation Council for Graduate Medical Education; for a resident in a GI Fellowship, the resident must provide a letter from the Program Director. Members may continue as candidates for up to four years after completion of their training. Candidate Members may not vote or hold office. Candidate Members are eligible to apply for active membership status after receiving certification by a board that is a member board of the American Board of Medical Specialties, the Royal College of Physicians and Surgeons of Canada, or by an equivalent body. Section 11. Dues Active and Candidate members - but not Honorary or Senior members - shall pay regular dues as recommended by the Board of Trustees and approved by vote of the members. The Board of Trustees may waive dues for individual Active members as it sees fit. Failure to pay dues within two (2) years after billing shall become grounds for suspension or termination of membership in the Society (by the Board of Trustees). Section 12. Any member may be disciplined for unprofessional or unethical conduct or violation of the Bylaws are described in Article VI, Section 3 by vote of the Board of Trustees. Article V. Officers Section 1. The officers of the Society shall be a President, a President-Elect, a Vice-President, a Secretary, a Secretary-Elect, a Treasurer, and a Recorder. The Society may have such other assistant officers, agents, and employees considered necessary by the Board of Trustees. Section 2. Nominations Nominations for Trustees and officers shall be made before the Annual Meeting by the Nominating Committee as stipulated in Article VIII, Section 8. Nominations may also be made from the floor at the Annual Meeting. Section 3. Election Election of officers shall take place at the Executive Session of the Annual Meeting. A majority of votes cast shall constitute election. All officers elected at the Annual Meeting, unless otherwise specified, shall hold office until the next Annual Meeting of the Society, or until their respective successors have been elected. In contested elections the vote shall be by secret ballot. Section 4. Vacancies Vacant offices of the Society shall be filled by the Board of Trustees. Section 5. President The President shall preside at all scientific or business meetings of the Society and at all meetings of the Executive Committee, or designate such a presiding officer. He/she may execute all instruments requiring the signature of the President and shall be an ex-officio member, with vote, of all standing committees. He/she makes appointments to standing committees and may appoint ad hoc committees delineating their charge. He/she shall be the lead SSAT representative and voting member to the Digestive Disease Week (DDW) Council, and he/she or his/her designate shall be the lead SSAT representative in representing the Society with other organizations and the public. Section 6. President-Elect The President-Elect shall, in the absence of the President, perform the duties and exercise the powers of the President. In the event of the death, removal from office, resignation or extended disability of the President, the President-Elect shall become President. He/she shall be an ex-officio member, with vote, of all standing committees. Section 7. Vice-President The Vice-President, in the absence or disability of the President and President-Elect, shall perform the duties and exercise the powers of the President until such time that the Board of Trustees provides for election of a President and President-elect, and shall perform such other duties as from time to time may be imposed by the President or the Board of Trustees. Section 8. Secretary-Elect The Secretary shall be elected a year before assuming office. He/she shall be an ex-officio member of the Board of Trustees and all standing committees, but without vote. Section 9. Secretary The Secretary shall serve a three (3) year term and be an ex-officio member of all standing committees. The Secretary shall attend and keep the minutes of all meetings of the Society and of the Board of Trustees. He/she shall distribute to the members before the Annual Meeting a program of papers to be presented, and the place and time of the Meeting. Between the Annual Meetings he/she shall prepare a list of candidates for membership and their qualifications for distribution prior to the Annual Meeting. He/she shall be the custodian of the corporate records and of the Corporate Seal of the Society. He/she shall attest all official acts in connection with the President and shall, in general, perform all duties incidental to the Office of Secretary, including notification of officers or committee chairmen of their election or appointment. Section 10. Treasurer The Treasurer shall serve a three (3) year term. He/she shall be Chair of the Finance Committee and shall establish financial policies with the Finance Committee. The Treasurer shall receive and take custody of all securities, funds, and monies belonging to the Society. He/she shall collect all the Society=s dues and assessments. He/she shall keep an accurate record of all receipts and disbursements of all monies received and paid on account of the Society. He/she shall pay all bills owed by the Society. He/she shall report at each Annual Meeting to the Board of Trustees the names of members in arrears. He/she shall prepare a budget for presentation to the Board of Trustees at the Annual Meeting. He/she shall present an annual account of audit, and in addition may be requested by any member of the Board of Trustees to exhibit the financial records of the Society. He/she may be required to give bond for the faithful discharge of his duties. Section 11. Recorder The Recorder shall serve a three (3) year term. He/she shall be the Chair of the Publications Committee and shall establish publications policies with the Publications Committee. He/she shall be an ex-officio member, with vote on the Program Committee. He/she shall receive all scientific papers and transcriptions of such papers presented before the Society at its Annual Meeting. He/she shall employ a stenographer to report accurately the discussions of papers presented before the Society. He/she shall distribute proof copies to all authors and discussants of scientific papers prior to their publications. He/she shall be a member of the Editorial Board of the journal in which papers presented before the Society are published and shall provide liaison between the Society and the journal. At the Annual Meeting, he shall cooperate with the members of the public press and local committee on arrangements, and act as parliamentarian of the Society. Article VI. Board of Trustees Section 1. Formation The Board of Trustees shall include the President, President-Elect, Vice-President, Secretary, Treasurer, Recorder, the three most immediate Past-Presidents, the Program Committee Chair, and no more than eight Trustees-at-large. Immediate Past-Presidents shall continue as Trustees for a term of three (3) years, the immediate Past-President serving during his first year as Chair of the Board. The term of any Trustee-at-Large shall be for a period of three (3) years, subject to extension for one additional three (3) year period. In the absence of the Chair of the Board, the next most recent Past-President, or if no Past-Presidents are present, the President shall preside. In the event of the death, resignation, removal from office, or extended disability of the Chair of the Board, the next most recent Past President shall become Chair of the Board. Section 2. Vacancies and Resignations Except as provided in Article VI, Section 1 for the Chair of the Board of Trustees, any vacancies in the Board of Trustees created by reason of termination of a three-year period of service, by an increase in the number of Trustees, by death, resignation, disqualification, or incapacity to act, shall be filled, as provided in Article V, Sections 2 and 4. Any member of the Board of Trustees may resign at any time by delivering his resignation in writing. Section 3. Governance The Board of Trustees shall be the governing body of the Society. The Chair of the Board shall preside at all meetings of the Board. The Chair shall establish in concert with the Board the policy, strategy and goals of the Society. Accurate minutes of the proceedings of its meetings shall be kept by the Secretary. All powers of the Society shall be exercised by the Board of Trustees, which may delegate to officers and to committees such authority as specified in these Bylaws. All proposals for members as set forth in Article IV shall be submitted by the Membership Committee for action by the Board of Trustees. Only names of candidates who have fulfilled the requirements of the Society as set forth in Article IV and have been favorably recommended by the Board of Trustees shall be presented to the Society by the Secretary for election as members. The Board of Trustees shall sit in judgment for the review of any alleged unprofessional conduct or violation of the constitution by any member, and it alone shall have the power of investigating, hearing, and deciding innocence or guilt with due regard for the rights of the individual. Section 4. Notices of Meetings Regular meetings of Trustees may be held at such time and place as shall from time to time be designated by resolution of the Board of Trustees. The Board shall meet at least two times per year. Section 5. Annual Meeting The Board of Trustees of the Society shall meet each year immediately prior to the Annual Meeting of the members of the Society. Section 6. Special Meetings Special meetings of the Board of Trustees may be called by the Chair of the Board on two (2) weeks notice. Section 7. Quorum Seven (7) members of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting. The acts of the majority at a meeting at which there is a quorum shall be the act of the Board of Trustees and the Society unless otherwise specifically provided by law in the Bylaws of the Certificate of Incorporation. Article VII. Meetings Section 1. Meetings of the Membership The Society shall meet annually in conjunction with Digestive Disease Week unless disapproved by the Board the previous year. The Board of Trustees shall make recommendations regarding the location and dates of Digestive Disease Week and the dates allotted to the Society during Digestive Disease Week, to the Society=s representative to the Digestive Disease Week Council. Section 2. Special Meetings The President, with the consent of the Trustees, may call a special meeting of the Society at any time on two (2) weeks notice. It shall be his/her duty to do so on written notice signed by any 40 members. Section 3. Executive Session The Executive Session of the Society shall be governed by parliamentary procedure. All members wishing to discuss old or new business at the Executive Session of the Society shall submit such business in writing to the Secretary a week or more before the meeting. The Board of Trustees shall review old business and decide which items to put on the agenda and which items to refer to appropriate committees. The Executive Session is open only to members. Section 4. Scientific Program The Program Committee shall arrange the Scientific Program of the Annual Meeting, and the Secretary shall distribute it before the Annual Meeting itself. Section 5. Quorum A quorum for the election of members of the Board of Trustees and officers, or other business, shall consist of those members attending the Annual Business Meeting. Article VIII. Committees Section 1. Purpose Standing and ad hoc committees shall act in an advisory capacity to the Board of Trustees. Section 2. Formation By resolution of the Board of Trustees, committees selected by the President and consisting of two (2) or more members of the Society may be asked to supervise particular activities of the Society. Section 3. Duties Each committee shall have such duties and terms of existence as prescribed in these By-Laws or as delineated by the President or the Board of Trustees. Section 4. Standing Committees There shall be the following standing committees of the Society: (1) Executive (2) Membership, (3) Program, (4) Finance, (5) Nominating, (6) Research, (7) Education, (8) Patient Care, (9) Public Policy, (10) Publications and (11) other committees considered necessary or proper by the Board of Trustees. Section 5. Executive Committee The Executive Committee shall consist of all officers and the Immediate Past President of the Society. The President shall preside at all meetings of the Executive Committee. The Executive Committee shall manage and act on all matters of the Society as authorized by the Board of Trustees. Section 6. Membership Committee The Chair of the Membership Committee shall be appointed by the President for a term of four years. The number and tenure of other members of the Committee shall be determined by the Board upon recommendations of the Chair of the Membership Committee and shall be appointed by the President. The Committee shall review, per Article IV, Section 5, all candidates proposed for membership in the Society and report to the Board of Trustees those candidates elected to membership. Section 7. Program Committee The Program Committee shall select and arrange the scientific program for any meeting of or sponsored by, the Society, and shall be responsible for the publication of any proceedings or abstracts thereof. The Chair shall be appointed by the President, subject to approval by the Board, and will serve for a maximum of five years, the first and final years as co-chairman. The Chair shall also serve coterminously on the Board of Trustees. The President, President-Elect, the Immediate Past President, and Recorder shall serve on the Committee. The size of the Program Committee shall be determined by the Board and the additional members shall be appointed by the President and serve for a maximum of three years. Section 8. Finance Committee The Chair of the Finance Committee shall be the Treasurer of the Society, coterminous with his/her term as Treasurer. The President, Vice President, Secretary and the Immediate Past President shall serve as ex-officio members and three other members shall be appointed by the President for terms of three years. The Finance Committee shall establish and recommend to the Board an annual budget and financial policies for the Society. The Committee shall also monitor and review fiscal performance, the annual audit, contracts, investment policy, and other matters related to the finances of the Society, and make recommendations to the Board. Section 9. Nominating Committee The Nominating Committee shall consist of five (5) members; three (3) will be immediate Past-Presidents, and two (2) will be members appointed by the President. The Past-Presidents shall serve a total of three (3) years; the two (2) members appointed by the President shall serve one (1) year. Of the three (3) Past-Presidents, the one serving longest shall be Chair. The Committee shall present a slate of Trustees and officers at the Executive Session at the Annual Meeting. Section 10. Research Committee The Research Committee shall consist of five members, all appointed by the President, one (1) each successive year, each of whom shall serve for a period of five (5) years. The Chair, recommended by the President and appointed by the Board of Trustees, shall serve for three (3) years. The committee shall (1) Review applications for the Career Development Award of the Society and recommend the award(s) to the Board, and (2) identify important scientific and clinical problems in the field of digestive diseases and develop methods of study through which they might be solved, with a particular emphasis on collaborative trials with other organizations. Section 11. Education Committee The Education Committee shall consist of five (5) members, all appointed by the President, one (1) each successive year, each of whom shall serve for a period of five (5) years. The Chair, recommended by the President and appointed by the Board of Trustees, shall serve for three (3) years. The committee shall devote its work to all aspects related to education in the field of surgery of the alimentary tract. This includes but is not limited to: (1) the teaching of surgery of the alimentary tract during general surgery and other program training; (2) post-residency and post-fellowship educational programs in surgery of the alimentary tract; (3) educational programs in alimentary tract surgery for the lay public. Section 12. Public Policy Committee The Public Policy Committee shall consist of five (5) members, all appointed by the president, one (1) each successive year, each of whom shall serve for a period of five (5) years. The Chair, recommended by President and appointed by the Board of Trustees, shall serve for three (3) years. The committee shall identify and evaluate public policy issues and make recommendations to the Board. These issues should include, but not be restricted to: access of patients to specialized care, manpower, training, support of research and education, and reimbursement. Through its members the committee should provide liaison with other organizations involved in public policy activities. Section 13. Patient Care Committee The Patient Care Committee shall consist of five (5) members, all appointed by the president, one (1) each successive year, each of whom shall serve for a period of five (5) years. The Chair, recommended by the president and appointed by the Board of Trustees, shall serve three (3) years. The committees shall recommend to the Board methods by which the care of patients with digestive diseases can be improved. Section 14. Publications Committee The Chair of the Publications Committee shall be the Recorder of the Society, coterminous with his/her term as Recorder. The Publications Committee shall include five additional members, all appointed by the President, one (1) each successive year, each of whom shall serve for a period of five (5) years. The Publications Committee shall establish and recommend to the Board of Trustees, policies regarding the editorship, management, and operations of the Society's official journal, and other print and electronic publications. The Committee shall also serve as the primary liaison with the Publisher of the Society's official journal. Article IX. Finances Section 1. The Fiscal year The fiscal year shall be fixed by resolution of the Board of Trustees. Section 2. Authority for Financial Obligations The Board of Trustees may authorize any officer or officers, in the name of and on behalf of the Society, to enter into any contract, execute and deliver any instrument, or sign checks, draft, or other order for the payment of money notes or other endeavors of indebtedness; and such authority may be general or confined to specific instances. Unless so authorized by the Board of Trustees, no office shall have power or authority to bind the Society by any contract or engagement or to render it liable for any purpose or for any amount. Section 3. Bank Accounts All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board of Trustees may select, or as many as selected by any officer or officers of the Society to whom such powers may be delegated by the Board of Trustees. Section 4. Annual Budget An annual budget shall be prepared by the Treasurer for presentation to the Board of Trustees at the Annual Meeting. Section 5. The private property of members shall not be subject to the payment of corporate debts. Article X. Society for Surgery of the Alimentary Tract Foundation The Society for Surgery of the Alimentary Tract Foundation is organized to support or benefit the Society for Surgery of the Alimentary Tract by carrying out its educational purposes all within the meaning of the Internal Revenue Code Section 501(c)(3). Section 1. The Board of Trustees of the Society for Surgery of the Alimentary Tract shall elect the Board of Trustees of the Society for Surgery of the Alimentary Tract Foundation in accordance with the By-laws of the Foundation. The Secretary and the Treasurer of the Society shall serve on the Board of Trustees of the Foundation ex-officio with vote. Article XI. Seal Section 1. The Seal of the Society shall be circular and shall bear the name of the Society, the year of its organization, and the words ACorporate Seal@. Section 2. Membership Certificate Each member shall be entitled to a certificate of membership bearing a replica of the Society=s Seal. Article XII. Notices When any Trustee, officer, or member require notice, in accordance with the provisions of the Constitution and Bylaws, it may be sent to the Secretary by mail or telegram to the address appearing on the records of the Society. Article XIII. Parliamentary Authority The rules contained in the current edition of Sturgis= Standard Code of Parliamentary Procedure shall govern the Society when applicable and when not inconsistent with the Bylaws or other statutes of this organization. Article XIV. Dissolution Dissolution: In the event of dissolution of the Society, all the Society=s resources and property shall accrue only to the benefit of educational or scientific institutions located in the fifty states of the United States of America which are exempt from payment of income taxes. Article XV. Amendments These Bylaws may be altered, amended, or repealed at any Annual Meeting of the members of the Society on recommendation of the Board of Trustees if (1) a majority of a quorum of all Active and Senior members of the Society present vote affirmatively, and if (2) each Active and Senior member has been notified at least 30 days before the Annual Meeting.
Revised April 7, 2000 |
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Constitution and Bylaws
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