|
The Cleveland Surgical Society Bylaws
(1987)
ARTICLE I –
Name, Place and Purposes
Section 1.
Name.
The corporation shall be
known as the Cleveland Surgical Society (hereinafter
referred to as the "Society").
Section 2.
Place.
The Principal office of
the Society in the State of Ohio shall be located
in the City of Cleveland, County of
Cuyahoga.
Section 3.
Purposes.
The purposes for which
the society is formed are:
to improve the
science and art of surgery
and the interchange of medical knowledge and the
information thereon; to
promote research for improving the quality and safety of
surgery and surgical
procedures; to engage in scientific or educational
purposes generally as the Executive Council, from time
to time, may determine to be
beneficial to mankind to
provide funding in support of the activities and
purposes set forth herein;
and to do any and all things which may be necessary or
incidental to 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 (or the corresponding
provision of any future
United States Internal Revenue Law) or (b) by a
corporation, contributions to which
are deductible under Section 170 (c) (2) of the
Internal Revenue Code of 1954 (or
the corresponding provision of any future
United States Internal Revenue
Law).
Furthermore, no part of the
net income of the Society, or its property or assets,
shall at any time inure to the benefit of any individual
member, or of any private individual, or be used to
promote the candidacy of any
person seeking political office.
ARTICLE II –
Members
Section 1.
General Requirements.
Active and associate
members shall reside or
practice within a radius of 100 miles from Cleveland.
They shall be members of
their respective County
Medical Societies, although this requirement may be
waived by unanimous vote of
the Executive Council.
Section 2.
Classes of Members.
There shall be four classes
of members:
active, associate, honorary
and life.
(a) Active member.
Active members ordinarily
shall either be Fellows of the American College of
Surgeons, or Diplomates of a surgical specialty board
belonging to the American Board of Medical Specialties.
The Membership Committee
shall submit completed applications for membership to
the Executive Council for approval.
An associate
candidate not so qualified may present credentials
generally regarded as equivalent by his peers.
The Executive Council may by
unanimous vote admit such a candidate to active
membership.
(b) Associate
member.
Associate members are
surgeons having completed
training who are not yet qualified for active
membership, but who are working
toward such qualification.
Associate membership shall
be limited to a term of five
years.
The Executive Council shall
review and approve associate
membership.
(c) Honorary
member.
Honorary membership is
bestowed by unanimous vote
of the Society after the name of the candidate has been
approved by the Executive Council and has been presented
at the preceding meeting.
(d) Life member.
All Active members who have
either reached the age of 65
years or who have retired from
practice shall become life members.
Life
members shall enjoy all the rights
and privileges of active members, but they shall
be exempt from paying dues.
Section 3.
The Right to Vote and to
Hold Office.
Only active and life members
shall have the right to vote
and to hold office in the Society.
Section 4.
Termination of Membership.
The membership of active
members may be terminated by
action of the Executive Council for non-payment of dues,
or for loss of Fellowship in
the American College of Surgeons, or for other good and
sufficient reason.
Before any action is taken
by the Executive Council, (except
for non-payment of dues) the member
shall be notified in writing of the reasons
for the proposed termination.
The member shall be given
the opportunity to meet with
the Executive Council, with an attorney if desired,
within two weeks of such
notification, to protest the proposed termination.
The membership of associate
members may be terminated after five years, if they
fail to become active
members, or reapplication for associate membership is
not approved by the
Executive Council.
Associate membership may
also be terminated for
non-payment of dues, after written notification.
Section 5.
Reinstatement.
Active members may be
reinstated by action of the
Executive Council after payment of dues and/or
reinstatement by the American
College of Surgeons.
In other situations, a new
application must be submitted for
readmission as an active member.
ARTICLE III –
Officers
Section 1.
Officers.
The officers of the
Society shall consist of a President, a President-Elect,
a Secretary-Treasurer and three Councilors.
Section 2.
Term of Office.
The President and
President-Elect shall serve one year
terms.
The Secretary-Treasurer
shall serve a two year term.
The Councilors, one
of whom is elected annually, shall
serve three year terms.
Section 3.
Nomination and Election
Procedures.
(a) Nominations.
The President,
President-Elect and Past President shall serve as
the Nominating Committee.
The Nominating Committee
shall prepare a slate of
candidates for President-Elect, Secretary-Treasurer and
Councilor, for approval by
the Executive Council.
Further nominations may be
made from the floor at the
time of the election.
(The President-Elect
automatically succeeds to the
Presidency when the latter's term
is over.)
(b) Election.
Election of officers
shall take place each year at the business
session of the annual meeting.
Election shall be by
acclamation, or, if a majority of the Society so
indicate, by a secret ballot in which a majority vote
shall determine the election
of officers.
(c) Duties.
The new officers will
assume their duties at the conclusion of the
business meeting at which they were
elected.
Section 4.
Vacancies.
A vacancy in any of the
offices listed in Article III occurring
during the year shall be filled by
appointment by the Executive Council.
The
officer so appointed shall
serve until the end of the term.
ARTICLE IV –
Executive Council
Section 1.
Composition.
The Executive Council
shall consist of the President, the
President-Elect, the
Secretary-Treasurer and the three Councilors.
The retiring
President shall be a member
ex-officio for one year.
Section 2.
Duties.
The responsibility for the
general conduct of the Society shall be vested in the
Executive Council.
The Executive Council shall
consist of the President,
President-Elect, Secretary-Treasurer and three
Councilors.
The
Executive Council shall hold
periodic meetings and may have special meetings at
the discretion of the
President.
The President and
President-Elect each serve a one year term.
The President-Elect
automatically succeeds to the Presidency.
The Secretary-Treasurer
serves
for a two year term.
The Councilors serve for
three years, their terms so
arranged that only one is elected each year.
A councilor may not succeed
himself.
The President is the chief
executive officer of the Society.
He presides at all
meetings of the Society and of the
Executive Council, makes the appropriate
appointments to the various
committees and performs the usual and customary
functions of his office.
The President-Elect shall
act for the President in his
absence.
The Secretary-Treasurer
shall perform the usual and customary functions of his
dual appointment including
the keeping of appropriate records and the sending
out of all necessary
notices.
Section 3.
Meetings.
The Executive Council shall
determine the time and place of such
meetings as it deems
necessary.
ARTICLE V –
Meetings
Section 1.
Frequency, Character and
Location.
The number, character
and location of general meetings of the Society shall be
proposed by the Program Committee to
the Executive Council for final
approval.
The annual meeting shall
take place in May, and there
shall be a minimum of one other meeting during the
"Society
Year".
Section 2.
Notice to Members.
The Secretary-Treasurer
shall send written notice of
each meeting to each member of the
Society at least two weeks prior to the meeting.
Section 3.
Open Meetings.
General scientific meetings
shall be open to the medical
profession.
Section 4.
Special Meetings.
The President may call a
special business meeting at his
own discretion, or shall do so on
the recommendation of the Executive Council,
or on the written request of ten or
more voting members of the Society.
Section 5.
Quorum.
A majority of the voting
membership shall constitute a quorum at any business
meeting.
ARTICLE VI –
Committees
Section 1.
Standing Committees.
The Standing Committees
will include the Membership Committee
and the Program Committee.
Section 2.
Other Committees.
The Executive Council may
form such committees as it
deems necessary or advisable, and disband them at its
pleasure.
ARTICLE VII –
Dues and Fees
All dues and
fees shall be determined by the Executive Council.
Dues are to be paid prior to
the second meeting of the year.
ARTICLE VIII
– Rules of Procedure
All questions
of procedure regarding the affairs of the Society,
including the conduct of meetings of the members, the
Executive Council and committees, shall be governed by
the most recent edition of Roberts Rules of Order,
except as otherwise provided by statue, the Articles of
Incorporation, or these By-Laws.
ARTICLE IX –
Amendments to the Bylaws
Amendments to
the By-Laws may be proposed by any voting member of the
Society.
After consideration by the
Executive Council, the proposed amendment will be
submitted to the voting membership at least thirty days
prior to its presentation at a business meeting of the
Society.
Cleveland
Surgical Society Bylaws 2011
|
