 |
BYLAWS OF
THE GEORGIA CHAPTER
OF THE AMERICAN COLLEGE OF SURGEONS, INC.
ADOPTED 1994
Revised December 2006
|
Article I
Article II
Article III
Article IV
Article V
Article VI
Article VII
Article VIII
Article IX
Article X
Article XI
Article XII
|
| ARTICLE I |
Name: The name of this corporation shall be the GEORGIA CHAPTER,
AMERICAN COLLEGE OF SURGEONS, INC. (hereinafter referred to as the Chapter) and its seal in circular form appears as follows:
|
| ARTICLE II |
Purposes: The Purposes of this Chapter are:
1. To promote the aims, interests, and ideals of the American College of Surgeons (referred to as the College) in every way consistent with the public health.
2. To provide for close fellowship of its Members in uniting their efforts to improve the quality of care for the surgical patient.
3. To encourage and promote training and education for surgical residents, and Members of the Chapter.
4. To offer the assistance of its Members to professional and civic groups concerned with the health of the community.
5. To provide a medium through which surgical experiences may be presented and to provide a meeting ground for all surgical specialties.
|
| ARTICLE III |
Membership:
Section 1. Classes of Members:Membership in this Chapter shall be: a) Regular Members,
b) Affiliate Members, c) Senior Members.
Section 2. Regular Members:Regular Membership in the Chapter shall include
those Fellows of the American College of Surgeons residing in the State of Georgia, who
desire to be Members of the Chapter and who comply with its Constitution and Bylaws.
Regular Members shall have the right to vote and the right to serve as an Officer, Director
or Committee Member. Prospective members shall complete and submit an application form
for membership.
Section 3. Affiliate Members: Affiliate Membership in the Chapter shall include those
Members of the Candidate Group and Associate Fellows of the American College of Surgeons residing
in the State of Georgia who desire to be Members of the Chapter and who comply with its Constitution and Bylaws.
Affiliate Members shall enjoy all the privileges of Regular Members except that Affiliate Members shall
not have the right to vote, hold office, or serve as a Director of the Chapter.
Section 4. Senior Members: Fellows of the College who have discontinued the practice of surgery,
upon request, may be granted Senior Status. Senior Members shall have the right to vote and the right
to serve as an officer, director, or committee member.
Section 5. Dues and Assessment:The Members shall pay dues or assessments as may from time to
time be determined by the Board of Directors.
Section 6. Termination of Membership:Membership in the Chapter may be terminated; 1) upon receipt
by the Board of the written resignation of a Member; 2) upon the death of a Member;
3) upon the failure of a Member to pay dues for a period of three consecutive years after such member shall have
been notified in writing of such delinquency; and 4) in the case of a Regular or Senior member when such Member
shall cease to be a Fellow of the College, and in the case of an Affiliate Member when such Affiliate Member
ceased to be a Member of the Candidate Group or an Associate Fellow of the College.
|
| ARTICLE IV |
Officers:
Section 1. Officers:The Officers of the Chapter shall consist of a President,
a President-Elect, a Secretary, a Treasurer, and nine Councilors. The Councilors will
consist of the immediate three Past Presidents, three at Large Councilors elected for
staggered three-year terms and the Young Surgeon elected each year will serve a three-year
term. They shall be elected by the Members eligible to vote as provided herein..
Section 2. Qualifications for Office:Any Regular or Senior Member in good standing
shall be eligible for nomination and election to any elective office of this Chapter.
Section 3. Nomination: The President shall appoint a Nominating Committee of not
less than three members at least one month before the Annual meeting. The Nominating
Committee shall present Candidates for officers at the Annual Meeting. Additional candidates
may be nominated from the floor.
Section 4. Election: At every other Annual meeting of the Chapter, a President-Elect
shall be elected by the Members to serve as the President-Elect for a period of two years
at which time the President-Elect then in office shall, unless disapproved by a majority vote
of the Membership, become President of the Chapter, and he/she shall serve as such President
for a period of two years. If the President-Elect then in office is disapproved by a majority
vote of the members present at such Annual meeting, the Members shall elect a President to
serve as such for a period of two years. The Secretary and Treasurer shall be elected by
the Members to serve for a term of three years following the date of election.
Section 5. President:The President shall serve as Chairman of the Board of Directors and
shall preside at all meetings of the membership. Except as otherwise provided in these Bylaws,
the President, with the approval of the Board of Directors, shall appoint such committees as
deemed necessary or appropriate and shall prescribe the duties of any such committees. The President
shall also have such other powers or duties as are commonly incidental to the office of President,
or as may be prescribed by the Board of Directors.
Section 6. President-Elect:In the event of the absence, disability, death or resignation
of the President, the powers and the duties of the President shall be performed by the President-Elect
who shall have and exercise all the powers and duties of the President when so acting.
Section 7. Secretary: : The Secretary shall: a) record the minutes of Chapter Meetings;
b) keep records and corporate seal; c) submit an Annual Report, describing the activities of the
Chapter to the College following the Annual meeting; d) mail all notices of meetings and have
general charge of all correspondence; e) notify new Fellows of their eligibility for Chapter
Membership as soon as such annual list is published by the College; and f) maintain a current
roster of all Fellows of the College within the State of Georgia with notation of those Fellows
who are members of the Chapter.
Section 8. Treasurer: The Treasurer shall: a) be in charge of the Chapter funds; b) collect
all Members, dues and assessments; c) keep Chapter funds in such banks, trust companies and/or
investments as are approved by the Board of Directors; d) prepare and present an Annual Report
on the Chapter's financial condition at the Annual Meeting; e) file all necessary federal and
state tax returns; f) disburse funds only for such purposes as shall have been authorized by
the Board to provide for the successful management of the business of the Chapter; and g) sign all
authorized checks, drafts or other orders for payment of monies.
Section 9. Councilors:The Councilors shall be the three immediate Past Presidents, the
three immediate past Young Surgeons and three councilors at large. All councilors will serve
staggered three-year terms.
Section 10. Vacancies:If the office of President shall become vacant, by reason of death,
resignation, failure to maintain qualifications or otherwise, then such vacancy shall be filled
by the President-Elect then in office. Vacancies occurring in any other elected office shall
be filled for the balance of the term there of by the Board of Directors.
|
| ARTICLE V |
Board of Directors:
Section 1. Authority and Responsibility: The governing body of this Chapter
shall be the Board of Directors. The Board shall supervise, control, and direct
the business and affairs of the Chapter and its committees, and shall supervise
the investment and disbursement of its funds. The Board may adopt such rules
and regulations for the conduct of its business as shall be deemed advisable.
Section 2. Composition: The Membership of the Board shall be composed of the
following persons: President, President-Elect, Secretary, Treasurer, nine Councilors
and the Governors of the American College of Surgeons residing in the State of Georgia.
Section 3. Ex-Officio Members of the Board: Regents and officers of the College
residing within the State of Georgia, the Georgia State Cancer Liaison Chairman, the
Chairman of the Georgia State Trauma Committee, the Chairman of the Education Committee,
the Chairman of the Georgia State Credentials Committee, and the Chairs of Surgery at
the four Georgia Medical Schools (Emory, MCG, Mercer, and Morehouse) shall be the Ex-Officio
Members of the Board of Directors. Ex-Officio Members of the Board of Directors shall have
the right to vote.
The Board of Directors from time to time may appoint prominent surgeons
in Georgia as Ex-Officio Members of the Board with terms at the discretion of the Board.
Section 4. Quorum of the Board: At any meeting of the Board of Directors, at least one-third
of the members of the Board shall constitute a quorum for the transaction of the business of the Chapter.
Section 5. Meetings of the Board: The regular meeting of the Board of Directors shall
be held no less than once each administrative year at such time and place as the Board may
prescribe. Special meetings of the Board maybe called by the President or at the request
of three Members of the Board. Notice of all such meetings shall be given to the Directors
not less than five days before the meeting is held specifying the time, place, and purpose
of such meeting.
Section 6. Transaction of Business by Mail or by Electronic Communication: The
Board may act without convening a meeting, if, a consent in writing setting forth the act
so taken, shall be signed by at least a majority of the Directors entitled to vote with
respect to the subject matter there of and delivered to the Chapter for inclusion in
the minutes for filing with the corporate records reflecting the act so taken.
Section 7. Removal of Directors: . Directors may be removed from the Board, with or
without cause, by majority vote of the members of the Board of Directors. A Director who
is removed from the Board shall also forfeit status as an officer of the Chapter, and resulting
vacancy shall be filled in accordance with the provisions in Article V, Section 10, herein.
Section 8. Compensation: Directors shall not receive any compensation for their
services except that at the recommendation of the Board of Directors and with the approval
of the membership, the Secretary, Treasurer, and Education Chairman may receive an honorarium
for expenses involved in the duties of their offices.
|
| ARTICLE VI |
Membership Meetings:
Section 1. Annual Meetings: The Membership of the Chapter shall meet annually each
Fall at such time and place as the Board of Directors may determine.
Section 2. Special Meetings: Special Meetings of the Membership of the Chapter may
be called by the President or by a majority of the members of the Board of Directors
or upon the request of at least five percent of the members who are eligible to vote.
Section 3. Notice of Meetings: Notice of Annual Meetings of the Chapter shall be sent
to the last known address of each Member at least 30 days, but no more than 60 days, before
the time appointed for the meeting. Ten days notice shall be given for all Special Meetings.
Section 4. Voting: At all meetings of the Chapter each Regular and Senior Member shall
have one vote. Proxy votes are allowed. Unless otherwise specifically provided in these Bylaws,
a majority vote of those Regular and Senior members present and voting shall govern.
Section 5. Quorum: Ten percent of the Members are entitled to vote, shall constitute
a quorum for the transaction of business at any meeting of the Chapter.
Section 6. Rules of Order: . The meetings and proceedings of this Chapter
shall be regular and controlled by such rules as the Board of Directors may choose
to adopt.
|
| ARTICLE VII |
Standing Committees:
Section 1. Education Committee: After the Annual Meeting the President
shall appoint an Education Committee to supervise the education of activities of the Chapter.
Section 2. Long-Range and Planning Committee: The Board of Directors shall constitute
this Committee, which shall plan the future direction and activities of the Chapter.
|
| ARTICLE VIII |
Committees:
Section 1. Establishment and Composition: Committees may be
established by resolution of the Board of Directors adopted at any
duly called and constituted meeting. The size, purposes and powers
of any such Committee shall be provided in such resolution. Except
as otherwise provided in such resolution, the President of the Chapter
shall appoint the members of each such Committee. Any Member of any
Committee may be removed by the President, whenever, in his 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 Board of Directors and until
his successor is appointed or until such Member's death, resignation or
removal, or until the Committee shall be terminated. The President may
provide for a longer term of office for certain Committees such as the
Education Committee.
Section 3. . Chairman: One Member of each Committee shall be appointed
Chairman of the Committee by the President of the Chapter.
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 Board of Directors 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.
|
| ARTICLE IX |
Amendments:
Section 1. These Bylaws may be amended or repealed by a majority
vote of the Regular and Senior Members at any annual meeting of the Chapter
duly called or regularly held with notice of such proposed changes having
been sent to the members 30 days before such meeting. The Regents of the
College shall have the right to disapprove any amendment, which disapproval
shall render such amendment null and void.
|
| ARTICLE X |
Dissolution:
Section 1. The Chapter shall use its funds only to accomplish
the objectives and purposes specified in these Bylaws and no part of
said funds shall inure to the benefit or be distributed to the Members
of the Chapter. In the event of dissolution or final liquidation of
the Chapter, the Board of Directors shall distribute all of the Chapter's
assets remaining after payment of its obligations, to one or more regularly
organized and qualified charitable, educational, scientific or philanthropic
organizations dedicated to the advancement of the education of Surgeons in
the State of Georgia as shall at that time qualify as an exempt organization
or organization under Section 501 (c) (3) of the Internal Revenue Code (or the
corresponding provision of any future United States Internal Revenue Law).
|
| ARTICLE XI |
American College of Surgeons:
Section 1. Neither the Chapter nor any of its Officers, or Members, is authorized
to represent or in any way bind the American College of Surgeons nor will any of them in
any way hold themselves out as being so authorized
|
| ARTICLE XII |
Indemnification:
Section 1. To the full extent permitted by law, the Chapter may
indemnify any and all of its Directors, Officers or Committee Members,
and every former Director, 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 Directors, 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
|
|
