Bylaws of the American College of Surgeons

I. The College

Section 1. Fellows

Fellows of the American College of Surgeons shall be graduates of medical schools (allopathic and osteopathic) acceptable to the College, who are licensed to practice medicine in their respective states, provinces, or countries, who have been elected to Fellowship by the Regents, and who continue to meet the qualification requirements from time to time established by the Regents. A Fellow of the College is considered to be either active or retired.

Section 2. Honorary Fellows

The Regents may elect as Honorary Fellows individuals who: (a) possess an international reputation in the field of surgery or medicine, or (b) have rendered distinguished humanitarian services, especially in the field of medical science. Honorary Fellows shall not be required to pay fees or dues but shall enjoy all of the privileges of the Fellows except that they shall not have the right to vote or to hold office. Optimally, Honorary Fellowship should be conferred in person. However, under exceptional or extraordinary circumstances, other methods for presentation may be considered and approved by the Honors Committee.

Section 3. Other Categories of Membership

1. Associate Fellows: Associate Fellows shall be graduates of medical schools acceptable to the College, who have completed an accredited surgical residency in the United States of America or Canada, who meet and continue to meet the qualification requirements from time to time established by the Board of Regents, and who have been endorsed after evaluation by the Division of Member Services or by the Member Services Liaison Committee.
2. Residents: Resident Members shall be graduates of medical schools acceptable to the College, who meet and continue to meet the qualification requirements from time to time established by the Board of Regents, and who have been endorsed after evaluation by the Division of Member Services or by the Member Services Liaison Committee.
3. Affiliates: Affiliate membership is available to physicians and non-physicians in the health care field. Applications for membership must be submitted with a reference letter from a Fellow of the American College of Surgeons along with the application fee, a copy of the applicant's current license, and/or a copy of the applicant's current certification.
4. Medical Students: Medical students in accredited medical schools (allopathic and osteopathic) in the United States, Canada, and international countries are eligible to apply for Medical Student Membership. Annual dues will not be required to continue the membership, but it will expire upon graduation from medical school. Medical Student Members shall be enrolled in a U.S. medical school accredited by the Liaison Committee on Medical Education (LCME) or accredited Canadian medical schools. Along with the application fee, the surgery department's Chair or designee must sign the application or submit an accompanying letter verifying the student's enrollment.

Section 4. Resignation

Resignation from Fellowship or membership shall be effective only upon acceptance by the Board of Regents. The resignation of a Fellow or member will not be accepted after referral by the Executive Director or Chief Executive Officer of a disciplinary matter to the Central Judiciary Committee and until the matter has been fully resolved.

Section 5. Dues and Assessments

The Fellows and other members shall pay such annual or other dues or assessments as may from time to time be determined by the Board of Regents.

Fellows are not charged dues if they are 70 or more years of age.

Prior to age 70, Fellows may submit a written request for an adjustment or dues if they are not gainfully employed. A request for a dues adjustment may be granted only if the Fellow has fulfilled all dues and assessment responsibilities. Continued delinquency in payment of dues or assessments will result in termination of Fellowship.

New Fellows who are 60 or more years of age are to remain in the full dues-paying status until an equivalent of five years in annual dues is paid. The dues may be paid on an annual basis or in a lump sum, according to the New Fellow's preference. 

Section 6. Meetings

The Annual (regular) Business Meeting of Members shall be held between September 1 and December 31 each year (usually at the Clinical Congress), at a time and place designated by the Board of Regents. Special meetings may be called at any time by the President, the Board of Regents, or by a written call signed by not less than five hundred (500) Fellows or other members. Written or printed notice of the time and place of any regular or special meeting shall be given by mail, or other means permitted by law, to each member at the member's address as shown on the records of the College [not less than ten (10) nor more than forty (40) days before the date of special meetings].

Section 7. Quorum

The Fellows present at any meeting of members shall constitute a quorum at such meeting.

II. Board of Regents

Section 1. Management

The management and control of the business and affairs of the College shall be vested in the Board of Regents.

Section 2. Membership

The Board of Regents shall consist of twenty-four (24) Regents. The Board of Governors shall, at each annual meeting of the Governors, elect Fellows as Regents, each to serve for a term of three (3) years. Not less than two (2) of the twenty-three (23) Regents so elected shall be from Canada. The President of the College shall be the twenty-fourth member of the Board of Regents. No Regent shall be elected for more than three (3) terms in succession.

Individuals who are no longer in the active practice of providing surgical or non-surgical patient care, participating in funded research, or performing compensated teaching or administrative duties which promotes an understanding of the current practice of surgery, shall not be nominated for an initial term on the Board of Regents. If a Regent retires from these activities while serving on the Board, he/she shall not be nominated for reelection when the current term expires.

Section 3. Vacancies

Vacancies in the Board of Regents shall be filled from among Fellows by the Board of Governors at the next meeting of the Governors following the occurrence of the vacancy. Any Fellow elected to fill a vacancy shall serve an initial three-year term.

Section 4. Meetings

A regular meeting of the Board of Regents shall be held annually at a time and place designated by the Board of Regents in conjunction with the Clinical Congress. It is anticipated that two additional regular meetings shall be held annually, one in February or March, and one in May or June. Special meetings may also be called by the Chair of the Board of Regents upon request signed by not less than fifty (50) members of the Board of Governors or by twelve (12) members of the Board of Regents. Not less than ten (10) days' notice of the time and place of any regular or special meetings shall be given to each Regent at the Regent's address as shown on the records of the College.

Section 5. Quorum

Twelve (12) members of the Board of Regents shall constitute a quorum for the transaction of business at any meeting of the Board.

III. Board of Governors

Section 1. Membership

The Board of Governors shall consist of: (a) not more than one hundred fifty (150) Governors-at-Large, comprising one for each state and Canadian province, and such additional Governors from states or provinces, in general proportion to the number of Fellows residing therein, as may be determined from time to time by the Board of Governors; (b) one or more Governors from each commonwealth of the United States and from each country in which a chapter exists or where at least fifteen (15) Fellows from that country request a Governor; and (c) Governors nominated by the executive committee or policy-making body of surgical associations and societies, and by federal medical services as determined from time to time by the Board of Governors. Every chapter in each state, province, commonwealth, and country can recommend candidates for Governor.

Section 2. Terms and Vacancies

Governors shall serve for a term of three (3) years and, as nearly as may be practicable, one-third of the total membership of the Board of Governors shall be elected at each Annual Business Meeting of Members. Interim vacancies in the Board of Governors shall be filled by election at the next meeting of the members following the occurrence of such vacancies, and Governors elected to fill such vacancies shall serve a full three-year term. No Governor shall be elected for more than two (2) terms in succession. Election to a second term will be based on effective participation in the activities of the College and the Board of Governors.

Section 3. Meetings

The annual meeting of the Board of Governors shall be held at a time and place designated by the Board of Regents in conjunction with the Clinical Congress. Special meetings shall be called by the Chair of the Board of Governors at the request of the Board of Regents or upon request signed by not less than fifty (50) Governors, and may also be called by the Chair of the Board of Governors with the approval of the Executive Committee of the Board of Governors. Not less than ten (10) days' notice of the time and place of any regular or special meeting shall be given by mail, or other means permitted by law, addressed to each Governor at the Governor's address as shown on the records of the College.

Section 4. Duties

The Governors shall act as a liaison between the Board of Regents and the Fellows, and as a clearinghouse for the Regents on general assigned subjects and on local problems. They shall attend Convocations and other formal meetings of the Fellows and the Governors. They shall aid in the establishment of chapters of the College, be ex officio members of the governing group of the chapter and of the local Committee on Applicants, aid in the selection of the personnel of committees organized within their areas, aid in investigating special cases of applicants for Fellowship, and shall perform such other duties as may be assigned to them by the College or by the Board of Regents. They shall, upon request of the Regents, render reports on their local activities and on the College situation in their areas.

Section 5. Quorum

Fifty (50) members of the Board of Governors shall constitute a quorum for the transaction of business at any meeting of the Board.

IV. Officers of the College

Section 1. Composition

The officers of the College shall consist of the President, Immediate Past-President, President-Elect, First Vice-President, Second Vice-President, Treasurer, and Secretary of the College; the Chair and Vice-Chair of the Board of Regents; the Chair, Vice-Chair, and Secretary of the Board of Governors; the Executive Director or Chief Executive Officer, and the Chief Financial Officer.

Section 2. Election and Appointment

The President-Elect, First Vice-President-Elect, and Second Vice-President-Elect shall be elected annually by the Fellows and shall be inaugurated during the Clinical Congress next following their election. They shall serve until their respective successors are elected and have qualified.

The Treasurer, Secretary, Executive Director or Chief Executive Officer, and Chief Financial Officer of the College shall be appointed by the Board of Regents and shall serve at the pleasure of the Board of Regents.

A vacancy in any office of the College (with the exception of the offices of the Board of Governors) shall be filled by the Board of Regents, except as otherwise provided in these Bylaws. Officers appointed to fill vacancies shall serve for the unexpired portion of the term of their respective predecessors. The Executive Committee of the Board of Regents may, however, appoint temporary officers to hold office until the next meeting of the Board of Regents. All vacancies in the offices of the Board of Governors shall be filled by the Executive Committee of the Board of Governors.

Section 3. President

The specific duties of the President shall include the following:

1. serve as an ex officio member of the Board of Regents;
2. serve as an ex officio member of the Executive Committee of the Board of Regents;
3. serve as an ex officio member of the Finance Committee;
4. serve as an ex officio member of the Board of Governors;
5. serve as a key spokesperson in enunciating and advocating the official policies and positions of the College;
6. have discretion in accepting official speaking engagements and official visits and shall seek advice and counsel of the Chair of the Board of Regents and the Executive Director or Chief Executive Officer in evaluating acceptance of same;
7. preside at all meetings of the Fellows (Members) of the College;
8. preside at all Convocations for the conferring of Fellowships;
9. perform such other duties incident to the office of President and as may be assigned by the Board of Regents.

Section 4. President-Elect

The President-Elect shall attend, ex officio and without the right to vote, all meetings of the Board of Regents except executive sessions, unless otherwise entitled by Regental status or by special invitation of the Board of Regents. The President-Elect shall attend, if invited, at the discretion of the Chair of the Board of Regents, ex officio and without the right to vote, unless otherwise entitled by Regental status, the meetings of the Executive Committee of the Board of Regents. The President-Elect shall attend all meetings of the Finance Committee. The President-Elect shall serve as a spokesperson in enunciating and advocating the official policies and positions of the American College of Surgeons. The President-Elect shall develop a theme for his or her presidency.

Section 5. First Vice-President

The First Vice-President shall, in the absence or inability of the President to act as such, preside at all meetings of the Fellows (Members) of the College and perform the duties and exercise the powers of the President, and shall succeed to the presidency if such office becomes vacant before the expiration of the term, and shall be invited to attend all meetings of the Board of Regents except executive sessions (to which this officer may be invited by the Board of Regents). The First Vice-President shall attend meetings when the President is unable to accept and shall represent the College as its second highest-ranking official.

Section 6. Second Vice-President

The Second Vice-President shall, in the absence or inability to act of the President and of the First Vice-President, preside at all meetings of the Fellows of the College and perform the duties and exercise the powers of the President and shall be invited to attend all meetings of the Board of Regents except executive sessions (to which this officer may be invited by the Board of Regents). The Second Vice-President will succeed to the First Vice-Presidency if the First Vice-President succeeds to the Presidency or is otherwise unable to serve. The Second Vice-President shall attend meetings when the President is unable to accept and shall represent the College as its third highest-ranking official.

Section 7. Treasurer

The Treasurer shall serve an initial three (3)-year term and may serve a maximum of two (2), three-year terms. The Treasurer shall oversee, in conjunction with the Chief Financial Officer, the funds of the College under the supervision of the Finance Committee, and shall make such reports to the Finance Committee, the Executive Committee of the Board of Regents, and the Board of Regents as may be required by them. The Treasurer will have a reporting relationship to both the Finance Committee and the Executive Director or Chief Executive Officer. The College shall purchase a bond or insurance coverage insuring the faithful performance of the duties of the office of Treasurer. In the absence or inability to act of the Treasurer, the duties of the Treasurer shall be performed by such person and in such manner as the Finance Committee may direct.

Section 8. Secretary of the College

The Secretary shall serve a three (3)-year term. The Secretary shall oversee the minutes of the meetings of the Members, give notices in accordance with the provisions of law and the Bylaws, keep the records and corporate seal, and perform such other duties as may from time to time be assigned by the Board of Regents. The Secretary will work with designated staff members to assure that the official minutes of meetings accurately reflect the discussion of the Board of Regents. The Secretary has the co-responsibility with the Executive Director or Chief Executive Officer to provide such oversight.

Section 9. Chair and Vice-Chair of the Board of Regents

The Board of Regents shall annually elect a Regent to act as Chair of the Board, to serve until a successor is elected and has qualified. The Chair shall preside at all meetings of the Regents and execute all duties delegated by the Regents. The Chair shall maintain an effective working relationship with the Vice-Chair, other Regents, Officers, and the staff. With support of the Board of Regents, and working closely with the Executive Director or Chief Executive Officer, the specific duties of the Chair shall include the following:

1. provide leadership to the Board;
2. plan board meetings/agendas;
3. direct strategic planning every two-three (2-3) years;
4. ensure Board receives proper information;
5. ensure that all Regents contribute to the overall governance of the College;
6. drive discussion toward consensus, and;
7. act as the leadership representative for governance and policy issues.

A Vice-Chair shall be elected in the same manner who, in the absence or inability to act of the Chair, shall perform the duties of the Chair.

Section 10. Chair and Vice-Chair of the Board of Governors

The Board of Governors shall annually elect a Governor to act as Chair of the Board, to serve until a successor is elected and has qualified. The Chair shall preside at all meetings of the Governors and execute all duties delegated by the Governors. A Vice-Chair shall be elected in the same manner who, in the absence or inability to act of the Chair, shall perform the duties of the Chair.

Section 11. Secretary of the Board of Governors

The Secretary of the Board of Governors shall be elected annually by the Governors and shall serve until a successor is elected and has qualified. The Secretary shall keep the minutes of the meetings of the Governors, serve on the Finance Committee of the Board of Regents, see that all notices are given in accordance with the actions of the Governors, and perform such other duties as may from time to time be assigned by the Board of Governors.

Section 12. Attendance at Regents' Meetings

The Chair, Vice-Chair, and Secretary of the Board of Governors; and the Treasurer, Secretary, Immediate Past-President, President-Elect, and Executive Director or Chief Executive Officer of the College shall be invited to attend all meetings of the Board of Regents except executive sessions, to which any or all of these officials may be invited by the Board of Regents.

Section 13. Executive Director or Chief Executive Officer

The Executive Director or Chief Executive Officer shall have general charge of all matters of the College under the direction of the Board of Regents, and shall be appointed by the Board of Regents in concert with the deliberations of a Search Committee appointed by its Executive Committee. The Executive Director or Chief Executive Officer shall be a surgeon and a Fellow of the American College of Surgeons, though he or she may be retired from active practice. The Executive Director or Chief Executive Officer shall be appointed for an initial term not to exceed five (5) years and may be reappointed for an additional term or terms. The appointment of the Executive Director or Chief Executive Officer may be terminated by approval of two-thirds of the Board of Regents at any time when such action is deemed to be in the best interest of the College. With the advice and consent of the Board of Regents, the Executive Director or Chief Executive Officer may appoint and remove divisional or other directors and other executive-level staff other than the Chief Financial Officer with the advice and consent of the Board of Regents, may direct such divisional or other directors and other executive-level staff, and may appoint, direct, and remove other employees of the College. The Executive Director or Chief Executive Officer shall also arrange for the annual Clinical Congress and other meetings; coordinate the action of all standing committees; attend all meetings of the Board of Regents, all meetings of the Executive Committee of the Board of Regents, and executive sessions upon invitation, and all meetings of the Board of Governors; and be responsible for the care and protection of all property of the College not otherwise provided for by the Bylaws. The Board of Regents shall determine by resolution from time to time the signature authority of the Executive Director or Chief Executive Officer and other officers and staff members of the College with respect to contracts and other documents to be executed on behalf of the College. The Executive Director or Chief Executive Officer shall function as Secretary of the Board of Regents and submit to the Board of Regents at least thirty (30) days in advance of its annual meeting, a written report on the operations and of the business of the College for the preceding year, together with recommendations for the succeeding year. In the absence or inability to act as the Executive Director or Chief Executive Officer, the duties of the Executive Director or Chief Executive Officer shall be performed by such person and in such manner as the Board of Regents may direct. A periodic performance review of the Executive Director or Chief Executive Officer shall be conducted by the Executive Committee of the Board of Regents under the direction of its Chair.

Section 14. Chief Financial Officer

The Chief Financial Officer shall be chosen by the Board of Regents upon consultation with the Executive Director or Chief Executive Officer. The Chief Financial Officer shall be the principal accounting and financial officer of the College and shall maintain its financial records, which shall be audited annually by a competent firm of certified public accountants. The College shall purchase a bond or insurance coverage insuring the faithful performance of the duties of Chief Financial Officer. The Chief Financial Officer shall also supervise methods and procedures relating to revenues and expenditures, including purchasing, and shall be responsible for the care and maintenance of the property of the College. The Chief Financial Officer shall in general perform all duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned by the Executive Director or Chief Executive Officer or the Board of Regents.

V. Committees and Advisory Councils

Section 1. Standing Committees and Councils of the Governing Bodies

The standing committees and councils of the College shall include an Advisory Council to the Board of Regents (the Past Presidents of the College), an Executive Committee, Central Judiciary Committee, Member Services Liaison Committee, Finance Committee of the Board of Regents, and a Bylaws Committee; an Executive Committee of the Board of Governors; and such other committees and councils as the Board of Regents may from time to time appoint. The members of all standing committees and councils, except the Executive Committee of the Board of Governors, and the Member Services Liaison Committee shall be elected by the Board of Regents.

Section 2. Executive Committee

1. Board of Regents: The members of the Executive Committee of the Board of Regents shall consist of the Chair and Vice-Chair of the Board of Regents, the President of the College, and three (3) other Regents elected by the Board of Regents. The President-Elect may be invited to attend as a guest at the discretion of the Chair of the Board of Regents. The members of this Executive Committee shall serve until their respective successors are elected and have qualified. The Chair of the Board of Regents shall be the Chair of this Committee. During the intervals between meetings of the Board of Regents, the Executive Committee shall exercise the powers of the Board of Regents in the management and direction of the business and the conduct of the affairs of the College, except that it shall not have power to elect Fellows; amend the Bylaws; or regulate fees, dues, or assessments. It shall keep a record of its proceedings and shall, after each meeting, report the same to the Regents for approval at the next succeeding meeting of the Board of Regents.
2. Board of Governors: The members of the Executive Committee of the Board of Governors shall consist of the Chair, Vice-Chair, and Secretary of the Board of Governors, and four (4) other Governors, to be elected by the Board of Governors, two (2) each year for a term of two (2) years.

Section 3. Central Judiciary Committee

The Central Judiciary Committee shall consist of five (5) Fellows, at least three (3) of whom shall be members of the Board of Regents. Members of the Central Judiciary Committee shall be elected by the Board of Regents and shall serve until their respective successors are elected and have qualified. The Central Judiciary Committee shall have general supervision and direction of disciplinary matters under the Board of Regents.

Section 4. Member Services Liaison Committee

The Member Services Liaison Committee members are selected annually by the Chair of the Board of Regents upon consultation with the Executive Director or Chief Executive Officer. The Member Services Liaison Committee shall advise the Board of Regents on applications for ACS membership, revisions to membership requirements, and matters related to dues and status changes. The Member Services Liaison Committee has oversight responsibilities for all credentials committees that the Board of Regents may establish for the purpose of membership application review.

Denials of application for Fellowship may be appealed. To initiate an appeal, the applicant must submit a written request to the Executive Director or Chief Executive Officer. The Chair of the Board of Regents shall appoint an Appeals Panel, consisting of three Fellows who have previously served on the Member Services Liaison Committee. The decision of the Appeals Panel shall be presented to the Board of Regents. The final decision of the Board of Regents shall be binding.

Section 5. Finance Committee

The Finance Committee shall consist of the Chair of the Board of Regents, the President, the Treasurer of the College, the Secretary of the Board of Governors and the President-Elect, and three (3) Fellows elected by the Board of Regents to serve until their respective successors are elected and have qualified. The Chair of the Board of Regents shall be Chair of the Finance Committee. The Executive Director or Chief Executive Officer and the Chief Financial Officer shall attend all meetings of the Finance Committee. The Finance Committee shall have general supervision and direction of the financial affairs of the College under the Board of Regents. It shall have power to invest the funds of the College; to sell, transfer, and convey any securities and property, other than real estate, of the College; and to execute necessary and proper instruments of transfer and conveyance. The Finance Committee shall designate the depositories in which the moneys and securities of the College shall be deposited, supervise and direct the Treasurer and the Chief Financial Officer, report at least once a year to the Regents and Fellows with respect to the financial condition of the College, and have the books and accounts of the College annually audited by a licensed firm of Certified Public Accountants who shall report to the Board of Regents.

Section 6. Bylaws Committee

The Bylaws Committee will review the language of and prepare comments and recommended changes to the Bylaws for review and approval by the Board of Regents. Changes to the election rules or process will be considered by the Bylaws Committee and approved by the Board of Regents. Any changes to the election rules or process will be effective the year following adoption by the Board of Regents. The Bylaws Committee will meet biennially unless matters of urgency dictate the need for interim meetings. The Bylaws Committee shall consist of the two most recent Past Presidents of the College, the Chair of the Board of Governors, the Chair of the Young Fellows Association, the Chair of the Resident and Associate Society (ex-officio, non-voting), and one (1) Regent or Fellow elected by the Board of Regents to serve until their respective successors are elected and have qualified. The Immediate Past President of the College shall be the Chair of the Bylaws Committee. Legal counsel shall be invited to attend the meetings of the Bylaws Committee. (See Article VI, Section 5, and Article IX.)

Section 7. Notice of Meetings

Meetings of all standing committees may be held on five (5) days' notice given to each member personally or by mail, or other means permitted by law.

Section 8. Quorum

A majority of the members of any committee shall constitute a quorum for the transaction of business at any meeting. The act of a majority of those present at any regularly called committee meeting, when a quorum is present, shall be the act of that committee, except that the Central Judiciary Committee may act only by the vote of a majority of all its members at a regularly called meeting.

VI. Committees on Nominations

Section 1. Elections Advisory Committee

An Elections Advisory Committee shall be composed of: (a) Three (3) Immediate Past-Presidents who have completed their term within the last six (6) years, at least one of whom has served as Chair of the Board of Regents. If none of the three Past-Presidents has served as Chair of the Board of Regents, then the most recent Past-President who has also served as Chair of the Board of Regents will participate. (b) Two Regents in their final terms. (c) The Executive Director or Chief Executive Officer.

The most recent Past-President, who has also served as Chair of the Board of Regents, shall be the Chair of the Elections Advisory Committee and shall select two Regents in their final terms to serve on the Elections Advisory Committee.

The purpose of the Elections Advisory Committee shall be to conduct an annual inventory of the Board of Regents to assess its needs with respect to appropriate representation and balance and to avoid any perfunctory or strictly prescriptive selection of new Regents. The Elections Advisory Committee shall review the qualifications and performance of each nominee in an effort to assist the Nominating Committee of the Board of Governors in its deliberations related to recommending Regents for election or reelection. Upon completion of this inventory and assessment process, the Elections Advisory Committee shall report its recommendations in writing to the Nominating Committee of the Board of Governors.

The Elections Advisory Committee also has the responsibility to provide advice to the Nominating Committee of the Board of Governors and to the Nominating Committee of the Fellows.

Section 2. Board of Regents

(a) The Board of Regents shall have a Nominating Committee consisting of three (3) Regents. The members of the Nominating Committee will have at least two (2) years and not more than six (6) years' service as a Regent. No Regent shall be elected for more than two years. The members of the Nominating Committee will be recommended by the Nominating Committee of the previous year and elected by the Board of Regents. The Nominating Committee shall recommend candidates for the offices of Chair and Vice-Chair of the Board of Regents and of Secretary and Treasurer of the College. The Secretary and Treasurer of the College shall be nominated to serve an initial three (3)-year term and may serve a maximum of two (2), three (3)-year terms. In addition, the Nominating Committee will recommend members for the following standing committees of the Board of Regents: the Bylaws Committee, the Central Judiciary Committee, the Executive Committee, and the Finance Committee. The Nominating Committee also shall nominate a current member of the Board of Regents other than the Chair to act as one of the individuals who appoints the Nominating Committee of the Fellows (see Article VI, Section 4).

Section 3. Board of Governors

A Nominating Committee of the Board of Governors, consisting of five (5) members of the Board, shall be appointed annually to make nominations for: (a) election to the Board of Regents, and (b) officers of the Board of Governors. The Officers and members of the Executive Committee of the Board of Governors shall be nominated for a one (1)-year term with the potential to be nominated for a second, one (1)-year term. The Executive Committee of the Board of Governors shall nominate four (4) members and three (3) alternate members of this Nominating Committee for election by the Board of Governors. The Chair of the Board of Governors shall appoint the fifth member, who shall be its Chair, and shall designate one of the members elected by the Board of Governors as Vice-Chair.

This Nominating Committee shall meet regularly with the Elections Advisory Committee during the selection process and will consult with the Nominating Committee of the Fellows prior to submitting its nominations to the Board of Governors at its annual meeting in the year following the appointment of this committee.

Additional nominations for election to the Board of Regents or for officers of the Board of Governors may be made from the floor at the annual meeting of the Board, provided that such nominations have been submitted in writing to the Secretary of the Board of Governors, signed by twenty-five (25) or more members of the Board, not less than forty-eight (48) hours prior to such annual meeting.

Section 4. Fellows

A Nominating Committee of the Fellows, five (5) in number, shall be appointed annually to make nominations for: (a) election to the offices of President-Elect, First Vice-President-Elect, and Second Vice-President-Elect of the College, and (b) election to the Board of Governors. This Committee shall be appointed by the President of the College, a current member of the Board of Regents other than the Chair, and the Chair of the Board of Governors, acting jointly.

The nominations of this committee for election to the Board of Governors shall be made after due consideration of recommendations submitted by College chapters, and in some cases by local or provincial nominating committees, with respect to Governors referred to in Section 1 (a) of Article III; from local chapters or individual Fellows with respect to Governors referred to in Section 1 (b) of Article III; and from surgical associations or federal medical services with respect to Governors referred to in Section 1 (c) of Article III.

This committee shall meet with and advise the Nominating Committee of the Board of Governors and the Elections Advisory Committee prior to submitting its nominations to the next annual meeting of Members following the appointment of this committee.

Additional nominations for President-Elect, First Vice-President-Elect, Second Vice-President-Elect, Secretary, and Treasurer may be made from the floor at the annual meeting of  Members, provided that such nominations have been submitted in writing to the Secretary of the College, signed by one hundred (100) or more Fellows, not less than forty-eight (48) hours prior to such annual meeting.

Section 5. Elections

Changes to the election rules or process will be considered by the Bylaws Committee and approved by the Board of Regents. Any changes to the election rules or process will be effective the year following adoption by the Board of Regents. (See Article V, Section 6.)

VII. Maintenance of Fellowship and Membership

Section 1. Discipline

The Board of Regents may expel, call for the resignation of, or otherwise discipline any Fellow or member if a majority of all of the members of the Board of Regents shall find the conduct of the Fellow or member has been injurious to the good order, peace, reputation, or best interest of the College, or is derogatory to its dignity, inconsistent with its purposes, or shows a failure to maintain the standards of conduct set forth in the Fellowship Pledge.

Without limiting the generality of the foregoing, the following shall in each case be considered to be conduct or conclusive evidence of conduct injurious to the best interest of the College and inconsistent with its purposes:

1. Conviction of a felony or of any crime relating to or arising out of the practice of medicine, or involving moral turpitude.
2. Limitation or termination of any right associated with the practice of medicine in any state, province, or country, including the imposition of any requirement for surveillance, supervision, or review, by reason of violation of a medical practice act or other statute or governmental regulation, disciplinary action by any medical licensing authority, entry into a consent order, or voluntary surrender of license.
3. Improper financial dealings, including the payment or acceptance of rebates of fees for services or appliances, and the charging of exorbitant fees, or engaging in any activities which put personal financial consideration above the welfare of patients.
4. Participating in the deception of a patient.
5. Performance of unjustified surgery.
6. Unprofessional conduct.
7. The performance of surgical operations (except on patients whose chances of recovery would be prejudiced by removal to another hospital) under circumstances in which the responsibility for diagnosis or nonoperative care of the patient is delegated to another who is not fully qualified to undertake it.
8. Failure or refusal to cooperate reasonably with an investigation by the College of a disciplinary matter.
9. Participating in communications to the College, to the public, or as part of a judicial process which convey false, untrue, deceptive, or misleading information through statements, testimonials, photographs, graphics, or other means, or which omit material information without which the communication is deceptive.

Section 2. Disciplinary Procedure

Disciplinary questions shall be investigated by or under the supervision of the Executive Director or Chief Executive Officer. Any case which in the opinion of the Executive Director or Chief Executive Officer may warrant further consideration of disciplinary action shall be referred to the Central Judiciary Committee. If the Central Judiciary Committee decides that no disciplinary action should be taken, it shall so advise the Executive Director or Chief Executive Officer. If the Central Judiciary Committee decides that disciplinary action should be taken in any case, its recommendation as to the action to be taken shall be submitted in writing to the Board of Regents.

The Central Judiciary Committee shall not make a recommendation for disciplinary action with respect to a Fellow or member unless written notice shall have been sent to the Fellow or member by registered or certified mail, or by any other means of delivery that provides the College with evidence of receipt, not less than thirty (30) days prior to a meeting of the committee: (a) stating the time and place of such meeting, and (b) informing the Fellow or member that disciplinary action will be considered at such meeting and offering the Fellow or member an opportunity to appear in person with counsel if so desired and to submit such evidence as the Fellow or member deems proper to show that disciplinary action should not be taken. At the conclusion of the meeting of the Central Judiciary Committee, a written recommendation for disciplinary action will be forwarded to the Board of Regents for consideration and final action. The Board of Regents may adopt or reject the recommendation of the Central Judiciary Committee or may impose such other disciplinary action as it deems appropriate.

The Fellow or member will be notified of the final action taken by the Board of Regents in writing within thirty (30) days after the Board meeting. The notice will be mailed to the Fellow or member by registered or certified mail, or by any other means of delivery that provides the College with evidence of receipt. The Fellow or member will have thirty (30) days to request reconsideration, and may, within such thirty (30) day period, submit additional written information for review and consideration. The Chair of the Board of Regents and the Chair of the Central Judiciary Committee will review any material submitted and will determine if reconsideration by the full Board is warranted. The Fellow or member will be notified of their final determination, and any additional disciplinary proceedings or determinations, by certified or registered mail or by any other means of delivery that provides the College with evidence of receipt. Without limiting the generality of the foregoing, upon the recommendation of the Central Judiciary Committee, the Board of Regents may temporarily suspend a Fellow or member charged under any of subsections (a) through (i) of Section 1 above at any time, pending completion of the disciplinary process described herein.

Regents who are members of the Central Judiciary Committee shall not be disqualified by reason of their membership in such committee from voting on any matter presented to the Board of Regents by the Central Judiciary Committee.

The Board of Regents may transmit the results of a disciplinary proceeding or any information obtained in the course of an investigation or hearing concerning a Fellow or member, with or without a recommendation, to any medical licensing authority.

Section 3. Discontinuance of Practice or Non-Payment of Dues or Assessments

Anything in this Article VII to the contrary notwithstanding, the Board of Regents may terminate the membership of any Fellow:

1. If such Fellow is, for any reason other than retirement, no longer involved in any aspect of surgery or the surgical specialty under which the Fellow is qualified for Fellowship, provided that such Fellow shall be given adequate opportunity to present to the Board of Regents such facts as the Fellow considers sufficient to justify the continuance of membership; or
2. If a Fellow is delinquent in the payment of Fellowship dues or assessments one (1) year or more and has, upon notice by certified mail, failed to present a satisfactory and acceptable explanation for such delinquency to the Finance Committee.

Section 4. Termination of Fellowship

A Fellow who has resigned, been terminated, or suspended from membership in the College shall forthwith return to the College the certificate of Fellowship and all other indicia of Fellowship previously received from the College, unless otherwise directed by the Board of Regents, and shall not purport or pretend to be a current Fellow of the American College of Surgeons. This obligation may be enforced by an action for specific enforcement in an appropriate court.

VIII. Miscellaneous

Section 1. Local Chapters

Local chapters may be organized under regulations established by the Board of Regents for the purpose of furthering the objectives of the College. The chapters shall be distributed geographically within cities, states, provinces, countries, or other areas, and shall perform such duties as may, from time to time, be determined by the Board of Regents.

1. Chapter officers and councils should encourage Fellows practicing within their geographic area to become members of the chapter. Membership in the chapter will provide a means for maintaining a close relationship with local Fellows of the College and opportunities to inform Fellows of the objectives and activities of the College.
2. Residents and Associate Fellows should be included in the affairs of the chapter. They should also be encouraged to participate in the scientific programs of the chapters.
3. Chapters shall attempt to assure high standards of professional conduct in their area.
4. Each chapter shall be organized as a separate legal entity. The College shall not be liable for the debts and obligations of any chapter.

Section 2. Annual Sessions

At the time and place of the Annual Business Meeting of Members, there shall be held:

1. The Clinical Congress, which shall consist among other sessions of: (1) surgical and diagnostic demonstrations, and (2) scientific and literary papers concerning or relating to the art and science of surgery; and
2. The Convocation of the College, at which approved applicants for Fellowship and Honorary Fellows-Elect shall be admitted to the College.

Section 3. Adjournment of Meetings

In the event that a quorum shall not be present at any duly called meeting of the Board of Regents, the Board of Governors, or any standing committee or council, a majority of the members present and entitled to vote may adjourn from time to time to reconvene without further notice than that contained in the resolution of adjournment.

Section 4. Indemnification of Regents and Officers

Regents or officers, or former Regents or officers, of the College shall be indemnified by the College against expenses actually and necessarily incurred in connection with the defense or settlement of any action, suit, or proceeding to which they are made a party by reason of being or having been a Regent or officer of the College, except in relation to matters as to which any such Regent or officer, or former Regent or officer, shall be adjudged in such action, suit, or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability, and except as provided in this Section 4.

Indemnification hereunder shall be provided only in the event that the Board of Regents determines that the person to be indemnified acted in good faith and in a manner which that person reasonably believed would be in the best interest of the College.

Any Regent whose entitlement to indemnification is involved in such a determination shall be disqualified from voting thereon. In the event that a majority of the Board of Regents is disqualified from voting on any determination affecting indemnification, then such determination shall be made by the Board of Governors of the College.

The right of indemnification herein provided shall not be exclusive of any other rights to which any Regents or officers, or former Regents or officers, of the College may be lawfully entitled. If any provision or provisions of this section shall be determined to be in violation of applicable law, then such provision or provisions shall be deemed null and void, but all other provisions hereof shall be given full effect to the extent consistent with applicable law.

Section 5. Legal Actions Against the College

Any action brought in law or in equity against the College, including any action relating to membership, shall be brought in the courts, federal or state, and shall be governed by the laws of the state in which the principal office of the College is situated.

IX. Amendment of Bylaws

These Bylaws may be amended by a majority vote of all of the members of the Board of Regents at any duly convened regular or special meeting. These Bylaws may also be amended by a majority vote of all the Fellows, who may vote either in person or by proxy, at any duly convened regular or special meeting, provided that the substance of the proposed amendment or amendments shall have been stated in the call of the meeting at which such action is to be taken. (Also see Article V, Section 6. Bylaws Committee.)