NAME AND PURPOSE
Section 1. Name. The name of the corporation shall be: The Arizona Chapter of the American College of Surgeons, and it is referred to in these By-laws as the “Chapter”.
Section 2. Purpose and Objectives
A. The objectives of the Chapter shall be:
To hold itself responsible for and to use its best efforts to attain within the state the objectives of the American College of Surgeons. These include elevating the standards of surgery, establishing a standard of competency and character for practitioners of surgery, providing a method of granting membership in the organization, educating the public and the profession to understand that the practice of surgery calls for special training and that the surgeon elected to Fellowship in this College has had such training and is properly qualified to practice surgery.
To provide for close fellowship of its members in uniting their efforts to improve the quality of care for the surgical patient.
To foster, through its members, research in the field of surgery and the applicant of such studies to the solution of the problems of human illness.
To promote the aims, interests, ideals and programs of the American College of Surgeons to the Arizona State Legislature and to act as a resource to state elected officials on issues impacting the practice of surgery and medicine.
To stimulate interest in the ideals, objectives, and history of the American College of Surgeons among surgical residents and younger surgeons, and urge their participation in the Candidate Group.
To stimulate interest among medical students, and urge their participation in the Medical Student group.
To offer the assistance of their Fellows to professional and civic groups concerned with the health of the community.
To provide a medium through which surgical experiences may be presented and to provide a meeting ground for all surgical specialties.
To serve as a means of communication between the members of the Chapter and the College.
To elevate the standards of practice, training and education in surgery in Arizona.
To provide a means through with the Fellows may communicate with other professional and civic groups concerned with the improved quality of health care.
MEMBERSHIP & DUES
Section 1. Classes of Members. The Chapter shall have five classes of membership: Active, Associate, Resident, Medical Student and Honorary. The qualifications for membership in the respective classes are as follows:
Active Members: Active members shall be physicians who are Fellows of the American College of Surgeons residing or practicing in Arizona who apply for membership in the Chapter and agree to comply with the requirements of these Bylaws.
Associate Members: Associate members shall be physicians who are Associate Fellows who have graduated from medical school, completed an accredited surgical residency in the United States or Canada, have a full and unrestricted license to practice and have a current engagement in a second surgical residency, research or fellowship or in a surgical specialty practice.
Resident Members: Resident members shall be physicians who are currently enrolled in an Arizona-based surgical residency program. This group shall be exempt from dues.
Medical Student Members: Medical student members shall be students who are currently enrolled in an Arizona-based medical education school, MD or DO. This group shall be exempt from dues.
Honorary Members: Honorary members shall be physicians who are members of the Chapter who have notified the Chapter of their Completed Fellowship with the American College of Surgeons and/or who have completely retired from the practice of surgery or medicine. This group shall be exempt from dues.
An application for obtaining Active, Associate, Resident, Medical Student or Honorary membership shall be established by the Council.
Section 2. Voting and Office Holding Rights. Only Active and Associate members of the Chapter shall be eligible to vote in the Chapter and only Active members can hold office in the Chapter. Resident, Medical Student and Honorary members shall be eligible to serve on the committees of the Chapter. Every voting member shall, within thirty (30) days after notice, pay the annual dues, by which act he or she acknowledges and accepts the By-laws of the Chapter. Annual dues will be determined by the Council. No rebate of dues will be made.
Section 3. Termination of Membership:
Upon the receipt by the Council of the written resignation of a member;
Upon the failure of a member to pay dues for a period of two consecutive years after such member shall have been notified in writing of such delinquency; or
In the case of an Active member, when such member shall cease to be a Fellow of the College, in the case of an Associate member, when they shall either qualify for Active membership in the College or no longer qualify as an Associate member, in the case of a Resident member, when they have either completed or are no longer in a surgical residency program, and in the case of the Medical Student member, when they have either completed or are no longer in a medical education school; or
Upon revocation of the member’s license to practice medicine in the state of Arizona; or
Upon determination by the Council that the member has violated any lawful requirements of these Bylaws.
Section 4. Reinstatement of Membership. A person whose membership in the Chapter has been terminated due to nonpayment of dues may be reinstated upon payment in full of such dues owing to the Chapter. An Active member, whose membership in the Chapter has been previously terminated due to such member's ceasing to be a Fellow of the College, may be reinstated as a Fellow of the College. An Associate member, whose membership in the Chapter has been previously terminated due to such member’s ceasing to be an Associate Fellow in the College, may be reinstated upon reinstatement to the Associate group of the College. A Resident or Medical Student member, whose membership in the Chapter has been previously terminated due to such member’s ceasing to be a member of the Candidate Group of the College, may be reinstated upon reinstatement to the Candidate Group of the College. Reinstatement shall be by action of the Council.
Section 1. General Powers. The property and affairs of the Chapter shall be managed by its Council.
Section 2. Composition. The Council shall consist of the following, each with a single vote: the officers of the Chapter, members of the College’s Board of Regents, Governors of the College, Chair of the State Trauma Committee, Chair of the State Advisory Committee, Committee on Cancer Liaison, three elected members and the three immediate past presidents.
The Governor is appointed by the Board of Regents of the American College of Surgeons and shall serve for a period of three (3) years. The Governor shall be a member of the Board of Governors of the American College of Surgeons and shall act as a liaison between the Fellows and the Board of Regents of the American College of Surgeons.
The Chair of the State Trauma Committee, the Committee on Cancer Liaison, and the Chair of the State Advisory Committee are appointed by the Regents to three (3) year terms. They shall serve, during their terms, on the Council.
The three (3) immediate Past Presidents shall serve on the Council
All members of the Council, including officers of the Chapter, are required to fulfill their listed duties as either in these Bylaws or as per the College’s requirements. If any member of the Council is derelict in their duties for a significant period of time, the remaining Council members have the ability to remove that individual from that position by majority vote and fill their vacancy accordingly in conjunction with these Bylaws.
Section 3. Annual Meetings. The Council shall have formal meetings twice a year, one at the Annual Meeting each year and one approximately six months after that meeting. Notice of such meeting shall be given to all members in advance of the meeting date.
Section 4. Special Meetings. Special meetings of the Council may be called by or at the request of the President or any five (5) Council members. The person or persons authorized to call special meetings of the Council may fix the place for holding any such special meetings.
Section 5. Notice. Written, electronic or printed notice of any special meetings of the Council shall state the place, day and hour of the meeting and the purpose or purposes of for which the meetings are being called. Such notice shall be given to each member of the Council at least ten (10) days before the date of the meeting, either delivered personally, by fax, email or standard mail to each member of the Council.
Section 6. Quorum. A majority of the members of the Council shall constitute a quorum for the transaction of business at any meeting of the Council, provided that if less than a majority of the members are present at the meeting, a majority of the members present may adjourn the meeting to another time without further notice.
Section 7. Manner of Acting. The act of a majority of members of the Council present at a duly called meeting at which a quorum is present shall be the act of the Council, unless the act of a greater number is required by statue, the Articles of Incorporation or these Bylaws.
Section 8. Informal Action of the Council. Any action which is required by law or the Articles of Incorporation or these Bylaws to be taken at a meeting of the Council, or any other action which may be taken at a meeting of the Council, may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the members of the Council entitled to vote with respect to the subject matter thereof. Any such consent signed by all of the members of the Council shall have the same force and effect as a unanimous vote at a duly called and considered meeting of the Council. Any such written consent or consents shall be filed with the minutes of the proceedings of the Council.
Section 1. Officers. The officers shall be the President, President-Elect, Vice-President, and Secretary-Treasurer. The office of the Secretary-Treasurer may be separated into two offices. Only Active members may be officers of the Chapter.
Section 2. Election and Term of Office of President, President-Elect, Vice-President and Secretary-Treasurer. The President, President-Elect, Vice-President, and Secretary-Treasurer shall be elected every two years by the members at their annual meeting. If the election of such officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each such officer shall hold office until the next annual meeting of the members and until his or her successor shall have been duly elected and qualified.
Section 3. Election and Term of Office of the Councilors. The Councilors of the Chapter shall be elected by the members at the annual meeting of the members. At each annual meeting, one (1) Councilor shall be elected for a term of three (3) years.
Section 4. Nominating Committee. The officers and Councilors shall be nominated by the Nominating Committee, which will be appointed by the President prior to the time of the Annual Meeting.
Section 5. Vacancies. A vacancy in any office, including the office of a Councilor, may be filled by action of the members of the Council at any meeting of the Council. The individual so appointed to fill a vacancy shall serve for the unexpired term of their predecessor in office.
DUTIES OF OFFICERS
Section 1. President. The President shall be the principal executive officer of the Chapter and shall in general supervise and direct all of the business of and affairs of the Chapter, subject to the direction and control of the Council. The president shall preside at the meetings of the members and of the Council. The president shall appoint the members of all special and standing committees of the Chapter.
Section 2. President-Elect. The president-elect shall assist the president in the discharge of the duties of the president as the president may direct, and shall perform such other duties as from time to time may be assigned by the president or Council. In the absence of the president or in the event of the president’s inability or refusal to act, the president-elect shall perform the duties of the president, and when so acting shall have all of the powers and be subject to all of the restrictions upon the president. Upon the end of the term of the president, the president-elect shall assume the office of president.
Section 3. Vice-President. The vice-president shall assist the president in the discharge of the duties of the president as the president may direct, and shall perform such other duties as from time to time may be assigned by the president or Council. In the absence of the president and president-elect or in the event of the president’s and president-elect’s inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting shall have all of the powers and be subject to all of the restrictions upon the president. Upon the end of the term of the president-elect, the vice-president shall assume the office of president-elect.
Section 4. Secretary-Treasurer. The secretary-treasurer has the ability to be a combined position held by one person, or if so determined by the Council and elected to by the membership, can be split into two separate positions held by separate individuals. The details for each position are as follows:
A. Treasurer. The treasurer shall be the principal accounting and financial officer of the Chapter and shall have charge of and be responsible for the maintenance of adequate books of account for the Chapter; shall have charge and custody of all funds and securities of the Council and be responsible for the receipt and disbursement thereof; shall deposit all funds and securities of the Chapter in such banks, trust companies or other depositories as shall be selected by the Council; and shall in general perform all of the duties customarily incident to the office of the treasurer and such other duties as from time to time may be assigned by the president or the Council. The treasurer shall have an annual audit of the Chapter to the membership at the annual business meeting of the Chatper. If required by the Council, the treasurer shall give a bond for the faithful discharge of the duties of that office in such sum and with such surety or sureties as the Council shall determine, the cost of any such bond or surety to be paid from the funds of the Chapter.
B. Secretary. The secretary shall have charge of the membership book of the Chapter; shall prepare before each meeting an alphabetical listing of all voting members; shall keep minutes of the meetings of the members and of the Council in one or more books maintained for the purpose; shall see that all meeting notices are duly given in accordance with statutes, the articles of incorporation and these Bylaws; shall be custodian of the Chapter's records and seal; shall keep a record of the mailing address, fax number, phone number and email address of each member of the Chapter; shall maintain a current roster of all Fellows, Associate Fellows, Residents, and Medical Students residing within the Chapter's geographic area, including those who are not members of the Chapter; and in general shall perform all duties customarily incident to the office of secretary and such other duties as from time to time may be assigned by the president or the Council.
Section 1. Annual Meeting. An Annual Meeting of the Chapter shall be held.
Section 2. Special Meeting. A special meeting may be called at any time by the president or any five (5) Council members. It shall be the duty to call a meeting upon receipt of a request in writing signed by any ten percent (10%) of the Active membership. The person or persons authorized to call special meetings of the Council may fix the place for holding any such special meetings.
Section 3. Quorum. For the transaction of ordinary business, the voting members present at any meeting shall constitute a quorum. A majority of those present and eligible to vote comprises a quorum.
Section 1. Establishment and Composition. Committees may be established by resolution of the Council adopted at any duly called and constituted meeting. The size, purposes and powers of any committee shall be as provided in such resolution. Except as otherwise provided in such resolution, the president of the Chapter shall appoint the members of each committee. Any member of any committee may be removed by the president, whenever, in his or her judgment, the best interests of the Chapter shall be served by such removal.
Section 2. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Council and until their successor is appointed or until such member’s death, resignation or removal, or until the committee shall be terminated.
Section 3. Chairperson. One member of each committee shall be appointed Chair of the committee by the president of the Chapter. It is within the ability of the president to also appoint a Co-Chair of the committee if so needed.
Section 4. Vacancies. Vacancies in the membership of any committee shall be filled by appointments made by the President.
Section 5. Quorum and Manner of Acting. Unless otherwise provided in the resolution of the Council establishing a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a duly called meeting at which a quorum is present shall be the act of the committee.
Section 6. Nominating Committee. The president shall appoint a Nominating Committee each year, the incumbent president to serve as Chair of this committee. Two of the members shall be the two most recent past-presidents and two additional members shall be appointed from the membership at large. They shall prepare a slate of nominees for each office and elected membership of the Council. This slate shall be submitted to the Members at the annual business meeting. All members of the Nominating Committee must vote.
Section 7. Special Committees. Special Committees may be appointed by the Council as needed. There is no requirement that any such committees be appointed.
Section 8. Approval and Reporting. All committees shall be approved by the Council and shall render a report of their activities to the Council at the completion of their term of office. All committees are appointed for a term of one year, coinciding with the term of the Council that appointed them.
Section 9. Meetings. Meetings of the Committees shall be held at such regular or slated time and place and with such notice as the Council by resolution may determine.
The fiscal year of the Chapter shall commence on January 1 of each calendar year and end on December 31 of that same calendar year.
Annual dues shall be set by the Council at its annual meeting and approved by the majority of the members at the annual business meeting.
RULES OF ORDER
All questions of procedure regarding the affairs of this Chapter, including the conduct of meetings of the members, the Council, and committees shall be governed by the current edition of Robert’s Rules of Order, except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws.
COLLEGE OF SURGEONS
The Chapter is a legal entity, separate and distinct from the American College of Surgeons. The American College of Surgeons is not liable for any debts or obligations of the Chapter nor is the Chapter liable for debts or obligations of the American College of Surgeons.
Neither the Chapter, nor any of its officers or members, is authorized to represent or in way bind the American College of Surgeons nor will any of them in any way hold themselves out as being so authorized.
Upon dissolution of the Chapter, all of the assets of the Chapter shall be distributed to the American College of Surgeons, Chicago, Illinois. In no event shall any of the assets, or net earnings of the Chapter, if any, be distributed for the benefit of any private member or individual.
Notwithstanding any other provision of these Bylaws, no member, officer, or representative of this Chapter shall take any action or carry on any activity, by or on behalf of the Chapter, not permitted to be taken or carried on by an organization exempt under Section 501 (c) (6) of the Internal Revenue Code and its Regulations as they now exist, or as they may hereafter be amended.
To the full extent permitted by law, unless due to the individual's gross negligence or willful misconduct, the Chapter may indemnify any and all of its Councilors, officers or committee members, and every former Councilor, officer or committee member, for certain expenses and other amounts paid in connection with legal proceedings in which any such person becomes involved by reason of serving in any such capacity with or for the Chapter. The Chapter may purchase and maintain insurance on behalf of any or all Councilors, officers or committee members against any liability asserted against any such person, and incurred in any such capacity, whether or not the Chapter would have the power to indemnify them against such liability under the provisions of this article or otherwise.
No part of the Bylaws shall be amended, altered, or repealed except by vote of the membership. The suggested amendment, alteration, or repeal shall be presented to the membership by the Secretary-Treasurer in writing at least thirty (30) days prior to the meeting. The adoption of the suggested amendment, alteration, or repeal shall be by a majority vote of the voting members present.
All Bylaw amendments shall be submitted to the Board of Regents of the American College of Surgeons for its approval. Disapproval by the Board of Regents shall render such amendments null and void.
Revised November 2016