Society Bylaws

BYLAWS OF SOCIETY FOR HEAD AND NECK ANESTHESIA
Revision: January 2012

ARTICLE I – NAME

1.00 The name of this corporation is the Society for Head And Neck Anesthesia, Inc. (hereinafter called the “Society”).

ARTICLE II – MISSION STATEMENT

2.00 The Society for Head and Neck Anesthesia is a physicians' organization improving the anesthetic care of patients undergoing Head and Neck surgeries through promoting clinical excellence, education, and research..

ARTICLE III – MEMBERSHIP

3.00

3.1 Perspective

3.1.1 "Rights"

Membership in the Society for head and neck Anesthesia, Inc., (hereinafter referred to as the "Society") is a privilege and not a right.

3.1.2 Agreement of Members

By making application for membership or by being a continuing member of the Society, each member agrees to abide by, and be bound by:

3.1.2.1 The Bylaws and the Statement of Policy of this Society.

3.1.2.2 The Principles of Medical Ethics of the American Medical Association.

3.2 There shall be seven classes of membership: Active, Resident, Medical Student, Retired, Affiliate and Member of Distinguished Service.

3.2.1 Eligibility for Membership

3.2.1.1 Active Member

A physician, either a M.D. or a D.O., who is engaged in the practice of medicine shall be eligible for Active Membership if all of the following apply:

3.2.1.1.1 He/she is licensed by a State or a foreign country Medical Board to practice medicine in that State or foreign country.

3.2.1.2 Resident Member

A physician, in full time training in an internship or residency program that is accredited by the Accreditation Council for Graduate Medical Education (ACGME) or The American Osteopathic Association, upon demonstration of residency status in an accredited residency program, shall be eligible to become a Resident member.

3.2.1.3 Retired Member

A physician who has been an active member in good standing of this Society for a period of at least ten (10) years and who has retired from medical practice , or who is disabled and unable to engage in the practice of medicine for one year or more, shall be eligible to become a Retired member.

3.2.1.3.1 Reinstatement to Active Membership

When a Retired member resumes the active practice of medicine, he/she shall communicate that fact to the Secretary of the Society in writing. The Secretary shall transmit that document to the Chairman of the Membership Committee for consideration of restoration of Active membership. Upon approval by the Membership Committee and certification by the Secretary, the writer shall thereupon be reinstated as an Active member.

3.2.1.4 Affiliate Member

Affiliate membership shall include the following categories:

3.2.1.4.1 A scientist who, while not engaged in providing clinical medicine to humans, is, nevertheless, interested in head and neck anesthesia.

3.2.1.4.2 A physician who is in the service of the United States government (other than in the employment of the Veterans' Administration).

3.2.1.5 Member of Distinguished Service

3.3.5.1 An active or retired member whose distinguished service to the Society has been of sufficient magnitude and duration to warrant unusual recognition shall be eligible to be nominated for a Distinguished Service Award by a vote of the Nomination Committee of the Society. If so nominated, the Executive Council for the Society shall vote on this nomination.

3.2.1.5.1.1

a) Member of Distinguished Service, the highest recognition of the Society, is intended as an uncommon and exceptional accolade bestowed upon the recipient.

b) The Distinguished Service Award should be conferred, along with a suitably descriptive plaque, at an honor ceremony at the Annual Meeting of the Society.

3.2.1.5.2 The recipient, if still a member of SHANA, will retain full privileges of membership including voting rights and membership on committees.

3.2.1.5.3 The recipient shall be exempt from all assessments and any registration fees for meetings of the Society.

3.2.1.5.4 Except in unusual circumstances, the recipient, if still a member of SHANA, will not be considered for appointment or election to serve as an officer, delegate or other official of the Society.

3.2.1.6 Medical Student

A medical student member shall be an individual in full-time training in a medical school approved by the Liaison Committee on Medical Education (LCME) or the American Osteopathic Association.

3.2.1.7 Educational Membership

This category will be offered to non-physicians interested in joining the society to benefit from its scientific offering in terms of clinical care, education, and research

3.2.2 Application for Membership

3.2.2.1 All applications for Active, Resident, Retired and Affiliate memberships shall be made by submitting a completed membership form.

3.2.2.2 The application form shall contain an agreement by the applicant to support and abide by the Articles and Bylaws of the Society and shall otherwise be as prescribed by the Secretary.

3.2.2.2.1 This form shall be updated and amended as necessary by the Secretary and the changes shall be subject to approval by the Executive Council.

3.2.2.3 An application for a Retired membership shall state the facts by which the applicant is eligible for such membership and shall be filed with the Secretary of the Society.

3.2.2.4 An applicant shall be enrolled as a member upon completion of membership requirements as set forth in this Article and upon payment of the appropriate membership dues.

3.2.3 Privileges of Membership

3.2.3.1 Active Members and Members of Distinguished Service

Active and Members of Distinguished Service shall be entitled to vote and to exercise all of the privileges of membership in the Society.

3.2.3.2 Resident, Retired, Medical Student, Educational and Affiliate Members

3.2.3.2.1 These members shall be entitled to attend meetings and participate in all of the functions of the Society including membership on committees.

3.2.3.2.2 Except under unusual circumstances approved by the Executive Council, they shall not serve as officers, delegates or other officials of the Society.

3.2.3.2.3 They shall not be entitled to vote at meetings of the Society except at meetings of committees on which they may serve.

3.2.4 Effect of Application By signing the application form for membership in this Society, the applicant:

3.2.4.1 Authorizes consultation with others who have been associated with him/her, and authorizes such individuals to candidly provide all information regarding the applicant's competence and qualifications;

3.2.4.2 Consents to inspection of records and documents that may be material to an evaluation of his/her qualifications, and authorizes all individuals and organizations in custody of such records and documents to permit such inspection and copying;

3.2.4.2. 1 This authorization includes access to any state or federal data collection agency regarding professional qualifications and competence;

3.2.4.3 Consents to the disclosure to hospitals, medical associations, licensing boards and other similar organizations any information regarding his/her professional standing or competence;

3.2.4.4 Acknowledges responsibility for timely payment of dues and responsibility for complying with all provisions of the Bylaws of the Society.

3.2.5 Disciplinary Action

3.2.5.1 A member of this Society is subject to disciplinary action pursuant to this section when reliable information indicates that the member has:

3.2.5.1.1 Had his/her license to practice medicine suspended or revoked by a regularly constituted state authority.

3.2.5.1.2 Been convicted in a court of law of a felony or any offense involving moral turpitude.

3.2.5.1.3 Engaged in conduct unbecoming a physician.

3.2.5.1.4 Committed any cause or act which is detrimental to this Society.

3.2.5.1.5 Failed to abide by the provisions of these Bylaws.

3.2.5.1.7 Violated the standards of professional conduct as set forth in the Statement of Policy as approved by the ASA.

3.2.5.2 Request for Investigation

Any member of this Society or any Committee of this Society may request that an investigation of a member be initiated by providing to this Society information about the conduct, performance or competence of a member.

3.2.5.2.1 Such request and information must be written, signed by three members, and submitted to the Secretary.

3.2.5.3 Investigation

3.2.5.3.1 Upon receipt of a request to investigate a member, the Secretary shall notify the Board of the pending matter and refer the request to the Membership Committee.

3.2.5.3.2 If the Membership Committee concludes that an investigation is warranted, it shall conduct such an investigation.

3.2.5.3.3 The Membership Committee shall proceed with the investigation in a prompt manner.

3.2.5.3.4 The member shall be notified that an investigation is being conducted and shall be given an opportunity to provide information in a manner that the Membership Committee deems appropriate.

3.2.5.3.5 The Membership Committee may, but is not obligated to, conduct interviews with persons involved. Such inquiry shall not constitute a "hearing" as that term is used in these Bylaws.

3.2.5.3.6 The Membership Committee shall consider the findings of the investigation and determine whether the matter shall be referred to the Judicial Committee for a hearing.

3.2.5.4 Notice

3.2.5.4.1 If the Membership Committee determines that the matter merits a hearing by the Executive board, it shall prepare a notice which will:

a) Set forth the right of the member to request a hearing within 30 days of the date of the notice.

b) Set forth the matter in question in detail sufficient for the member to be aware of the question(s) to be inquired into;

c) Set forth a summary of the rights and procedures to be followed during the hearing;

d) Inform the member that he/she will have an opportunity to be heard in his/her own defense before the Executive Committee; and,

e) Inform the member that he/she will be notified of the date, time and place of the hearing, if one is requested.

3.2.5.4.2 The Membership Committee may forward additional reports on the matter to the Executive Committee as it deems appropriate, and shall, at the same time, mail copies to the member involved.

3.2.5.4.3 The Executive Committee shall be considered the grievance committee for the matter and, its Chairman shall serve as the hearing officer.

3.92.5.5 Request for a Hearing

3.2.5.5.1 Upon receipt of a request for a hearing, council shall schedule said hearing to commence not less than 30 days nor more than 90 days from the date of receipt of the request.

3.2.5.5.2 The Secretary shall send the member a notice stating the place, date and time of the hearing and a list of the witnesses, if any, expected to testify at the hearing in support of the complaint.

3.2.5.5.3 In the event that the member does not request a hearing within the time and manner described, the member shall be deemed to have waived any right to a hearing and to have accepted the recommendation involved.

a) The written investigation report and recommendation shall be forwarded to the standing or ad hoc peer review committee which shall determine the action to be taken.

b) The member under this section shall have no further rights to hearing or appeal unless the action taken differs from the recommendation of the grievance committee.

3.2.5.6 Procedural Rights at Hearing

3.2.5.6.1 Both the member and the Society shall have the right:

a) To be represented in any phase of the hearing or preliminary procedures by an attorney-at-law or by any other person of that party's choice;

b) To have a record made of the proceedings, copies of which may be obtained by the member upon payment of any reasonable charges associated with the preparation thereof;

c) To call, examine, cross-examine and impeach witnesses;

d) To present evidence determined to be relevant by the hearing officer, regardless of its admissibility in a court of law; and

e) To submit a written statement at the close of the hearing.

3.2.5.6.2 In the course of the hearing, unless otherwise determined for good cause:

a) The Society shall have the initial duty to present evidence for each case or issue in support of the proposed action or recommendation.

b) The member shall be obligated to present evidence in response.

c) The Society shall bear the burden of persuading the Executive Committee by a preponderance of evidence that the action or recommendation is reasonable and warranted.

3.2.5.7 Report

3.2.5.7.1 The Executive Committee shall make a written report stating:

a) The matters set forth in the notice prepared by the Membership Committee;

b) The findings of fact of the Executive Committee thereon; and

c) The specific recommendations of the Executive Committee.

3.2.5.7.2 The findings of fact by the Executive Committee are conclusive.

3.2.5.8 Action

3.2.5.8.2 The executive Council shall, by resolution, determine whether or not the member should be disciplined and the nature of the disciplinary action, if any.

3.2.5.8.3 The decision of the Executive Council in any matter involving censure, suspension or expulsion of a member of this Society is final.

3.2.6 Effect of Disciplinary Action

Censure, suspension, or expulsion of a member of this Society shall affect his/her status as follows:

3.2.6.1 Censure

3.2.6.1.1 The censured member shall be advised by the Executive Council of the Society that the issue provoking censure is not consistent with the best interests of the Society.

3.2.6.1.2 The censured member shall be instructed to promptly alter the action and/or desist from repetition in order to avoid further disciplinary action by the Society.

3.2.6.1.3 The act of censure, by itself, does not otherwise affect privileges of membership of the censured member.

3.2.6.1.4 A censured member who ignores the intent of the censure and continues the activities that are adverse to the best interests of the Society is susceptible to further disciplinary action by the Executive Council of the Society.

3.2.6.2 Suspension

3.2.6.2.1 Suspension of a member shall be for a definite period of time.

3.2.6.2.2 Suspension may, in the sole discretion of the Executive Council, be commuted at any time.

3.2.6.2.3 During the period of suspension, the member is not entitled to exercise any of the privileges of membership in this Society and shall not, for the purposes of these Bylaws, be deemed a member in good standing.

3.2.6.2.4 If the suspended member is an officer, director, or member of the Judicial Committee of this Society, the Executive Council of the Society may, at its discretion, declare that his/her elected or appointed position is vacant.

3.2.6.3 Expulsion

3.2.6.3.1 All privileges of a member in this Society and its property cease upon his/her expulsion or the termination of his/her membership pursuant to the provisions of Article 3, Sections 3.7.4 or 3.10 or Article 4, Section 4.3 of these Bylaws.

3.2.6.3.2 Any elected or appointed position in this Society held by such member becomes vacant immediately upon expulsion.

3.2.7 Appeal to the Executive Council

3.2.7.1 Right

Any member who is directed to suffer discipline in any degree by any final action of this Society has the right to appeal from such final decision to the Executive Council.

3.2.7.2 Method

Such appeal must be made in writing within sixty (60) days after the date on which notice of the decision of the Executive Committee and Board was mailed to the member and in the manner prescribed in the Bylaws.

3.2.8 Reinstatement

3.2.8.1 A member of this Society who has been dropped or expelled from membership pursuant to the provisions of Sections 2.7.1, 2.7.2, 2.7.4, or 2.9 of these Bylaws may make application for reinstatement provided that he/she makes said application in the same manner as provided in these Bylaws for an original application for membership.

3.2.8.2 A member may be reinstated without a re-application if membership denial occurred from non-payment of dues and payment is made prior to the end of that calendar year.

3.3 Annual Assessment (Dues)

The Executive Committee shall determine the annual budget for the next fiscal year, and, following approval or modification of that budget by the Executive Council of the Society, shall establish for obligated members of the Society an annual monetary assessment (dues) for that fiscal year to be applied as specified in item 3.2 of these Bylaws.

3.4 Special Assessments

3.4.1 In the unusual event of a catastrophic threat to the financial stability of the Society, the Executive Council may levy, on those members who are obligated to pay annual assessments, a special assessment to meet that threat.

3.4.2 A complete explanation of the need for such an assessment must be provided to each obligated member.

3.4.3 Within thirty days of the request to the membership for payment of the assessment, a vote of the obligated membership must be held to affirm or reject the assessment.

3.4.3.1 A mail ballot may be conducted as specified in Article 13.3.

3.4.3.2 A majority of the votes received and qualified according to item 13.3.4 shall be decisive.

3.4.3.3 If the voters reject the assessment, each special assessment by then collected shall be returned in full to the individuals who provided those monies.

3.4.3.4 If the voters approve the assessment, payment shall become mandatory for all obligated members and delinquency shall be managed according to items 3.5 & 3.6 of these Bylaws.

3.5 Date Due

3.5.1 Annual Assessment

3.5.1.1. Annual assessments are due and payable on and after January 1st of each year.

3.5.1.2. Annual assessments remaining unpaid on and after March 31st of the year in which they are due and payable shall be deemed delinquent.

3.5.2 Special Assessment

3.5.2.1 Special assessments are due and payable by obligated members on and after receipt of the invoice for that assessment along with its accompanying letter of explanation.

3.5.2.2 Special assessments that are approved by membership vote as specified in item 3.4.3 of these Bylaws shall be deemed delinquent if unpaid thirty (30) days after mailing of the invoice and its accompanying letter of explanation.

3.6 Non-Payment

3.6.1 Annual Assessment

3.6.1.1 A member whose annual assessment becomes delinquent shall be notified promptly by the Secretary-Treasurer of the Society that he/she will be dropped from membership in this Society on 1 May of said year unless payment of his/her annual assessment is received prior to that May 1st.

3.6.2 Special Assessment

3.6.2.1 A member whose special assessment becomes delinquent shall be notified promptly by the Secretary-Treasurer of the Society that he/she will be dropped from membership unless payment of his/her special assessment is received within 30 days of the date that it became delinquent. (see 3.5.2.2)

3.7 Reinstatement

3.7.1 Delinquent Annual Assessment

3.7.1.1 Receipt by the Secretary-Treasurer of the full amount of the delinquent annual assessment prior to 1 May of said year shall terminate the delinquency and constitute reinstatement.

3.7.1.2 A member dropped from membership for non-payment of any annual assessment may be reinstated only upon making application in the same manner as provided in these Bylaws for an original application for membership.

3.7.1.2.1 The application for reinstatement must be accompanied by payment in full of all delinquent assessments for that applicant.

3.7.2 Delinquent Special Assessment

3.7.2.1 Receipt by the Secretary-Treasurer of the full amount of the delinquent special assessment prior to the end of the thirty (30) day grace period following notification of delinquency shall terminate the delinquency and constitute reinstatement.

3.7.2.2 A member dropped from membership for non-payment of any special assessment may be reinstated only upon making application in the same manner as provided in these Bylaws for an original application for membership.

3.7.2.2.1 The application for reinstatement must be accompanied by payment in full of all delinquent assessments for that applicant.

3.7.3 Unusual Circumstances

3.7.3.1 An obligated member(s) of the Society who believes that his/her/their payment delinquency is due to unusual circumstances may describe said circumstances in writing to the Treasurer.

3.7.3.2 If the Treasurer confirms the presence of unusual circumstances, the matter may be appealed to the Executive Committee.

3.7.3.3 The Executive Committee may, at its discretion, modify or waive the requirement for payment of the delinquent assessment(s) by the appealing member(s).

3.7.3.4 If the unusual circumstance applies to many members, or to the membership as a whole, the matter shall be decided by the Executive Council as a whole.

3.8 Refunds

3.8.1 Annual assessments which have been paid shall not be refunded.

3.8.2 A special assessment which has been paid shall not be refunded unless that assessment was negated by vote of the membership.

3.8.3 Members who have overpaid a valid assessment shall be offered a refund only of the excess amount of the payment.

3.8.3.1 Alternatively, that(those) member(s) may elect to have that(those) excess amount(s) applied as credit toward future assessments.

3.8.4 Instances of special circumstances regarding monies paid to the Society, not covered in item 3.7.3, may be resolved by the Treasurer in consultation with the Executive Committee.

ARTICLE IV – Executive COUNCIL

4.1. Composition

The Council shall consist of the President, an Immediate Past President, a President-Elect, a Secretary, a Treasurer, and the Chairs of the Education Board, Scientific Board, and Communications Board.

4.2 Duties

4.2.1 The Council shall consider matters to be presented to the Society-at-Large.

4.2.2 The Council shall act as a membership committee and shall recommend candidates for election, according to the procedure outlined in Article III. All resolutions shall be referred to the

4.2.3 Executive Council and shall be presented to the Society for vote upon recommendation of the Council.

4.2.4 The Council shall exercise the full powers of the Society in the interim between meetings, except that it may not elect members, elect officers, or amend the Constitution and By-Laws. The Council shall report its actions taken under By-Law, and the deliberations leading thereto, to the Society prior to the next annual meeting.

4.3 Meetings of the Council

The Council shall hold its Annual Meeting at the time and place of the Annual Meeting of the Society.

4.4 Additional Meetings

4.4.1 The Council shall meet during the Annual Meeting of the American Society of Anesthesiologists.

4.4.2 The President may, with the approval of the officers, call additional meetings of the Council.

4.5 Quorum

Fifty percent (50%) of the voting members of the Council shall constitute a quorum.

4.6 Officers

The officers of the Society shall be the President, an Immediate Past President, the President-Elect, a Secretary and Treasurer.

4.6.1 Duties

4.6.1.1 President The President shall preside at all meetings of the Society, cast the deciding vote, see that the rules of order and decorum are properly enforced in all deliberations of the Society and sign the approval proceedings of each meeting.

4.6.1.2 President-Elect (or Past President) In the absence of the President, the President-Elect shall preside at all meetings of the Society. In the absence of both the President and the President-Elect, the immediate Past President shall preside at all meetings of the Society.

4.6.1.3 Secretary

4.6.1.3.1 In the absence of both, the Secretary shall preside at all meetings of the Society.

4.6.1.3.2 The Secretary shall keep a true and correct record of the proceedings of the meetings of the Executive Council and the General Membership, preserve all books, papers and articles belonging to the Society, keep an account of the Society with its members, and keep a register of the members with the dates of their admission and places of residence. Individual members must notify the Secretary in writing of a change of address. The Secretary shall report unfinished business of previous meetings requiring action and attend to such other business as the Society may direct.

4.6.1.3 The Secretary shall also be reimbursed for such expense as may have been encountered in the proper execution of the above duties.

4.6.1.4 Treasurer The Treasurer shall collect the dues of the Society and make disbursements for expenses. The Treasurer shall present an annual report of the financial condition of the Society. A committee appointed by the President shall audit the accounts of the Treasurer annually.

4.7 Nominations

4.7.1 A nominating committee, consisting of the past president, who shall serve as chair, the president and the secretary, shall nominate candidates for offices three months prior to the Annual Membership Business Meeting. The terms of the candidates are to be included on the slate when presented. Additional candidates may be nominated from the floor at the annual meeting of the Society.

4.7.2 Election will be by a majority vote of the members present at the annual meeting of the Society by secret ballot.

4.8 Terms

4.8.1 President The President shall be elected for a two-year term automatically following a two-year term as President-Elect. The first president term may be renewed for an additional two-year term to help in establishing the society in the early phase.

4.8.2 Secretary The Secretary shall be elected for two years. The first secretary’s term may be renewed for an additional 2two-year term to help in establishing the society in the early phase.

4.8.3 The Treasurer shall be elected for two years. The first treasurer’s term may be renewed to help in establishing the society in the early phase.

4.9 Compensation

4.9.1 Members of Council shall not be entitled to receive compensation for their duties, including attendance at the Annual Meeting of the Council and at the Council Meeting conducted during the Annual Meeting of the American Society of Anesthesiologists.

4.9.2 Members of Council may be reimbursed by resolution by the Council to the extent funds are available for meetings other than those specified in Section 4.81.

4.10 Vacancies

Vacancies occurring in the offices of the Society other than that of the President shall be filled by appointment by the President until the next meeting of the Society. The President shall also appoint members to all committees.

4.11 Meetings by Electronic Means

To the extent authorized by law, meetings by the Council or any committee by conference telephone, e-mail, or similar communications equipment shall be permitted, provided that all Council members are able to participate. Participation in a meeting by such means shall constitute presence in person at any such meeting.

ARTICLE V – COMMITTEES

5.1 Purposes

To accomplish the objectives of this Society, delegating such activity to a committee consisting of members of this Society may affect certain activities more expeditiously.

5.2 Appointment

The President Elect, unless otherwise specified in these Bylaws, shall appoint members of committees to fill vacancies as they occur.

5.3 Standing Committees

The standing committees of the Society shall be as follows:

5.3.1 Committee on Bylaws The committee shall consist of three members, including the Immediate Past President who shall serve as chair. The two remaining members of the committee shall each serve two-year terms and staggered so that one term expires in even numbered years and the other term expires in odd numbered years.

5.3.2 Nominating Committee The committee shall consist of three members, including the President who shall serve as chair, the Immediate Past President or President Elect, and a member of the Council.

5.4 Ad Hoc Committees

The President may appoint Ad Hoc Committees. Such committees shall be limited to the tenure of office of the President appointing them.

ARTICLE VI – EXECUTIVE BOARDS

6.1 Education Board (EB)

6.1.1 Composition

a. The EB shall consist of five members, one of which shall be chair appointed by the President Elect. The EB chair shall serve for a period of two years, and may be reappointed. The first chair’s term may be renewed to another two-year term to help in establishing the society in the early phase. The four regular members of the EB shall serve for a period of three years each with appointment staggered so that no more than three appointments are made each year.

b. The President (after consultation with the EB chair) shall appoint members to the EB.

6.1.2 Duties

a. The EB shall be responsible for planning the educational program of the Society’s Annual Meeting.

b. The EB shall be responsible for recommendations regarding resident training in Head and Neck Anesthesiology.

c. The EB shall periodically survey the practice standards of the membership and propose standards of clinical care based on best available evidence.

d. The EB shall meet electronically in May and provide a finalized program to the Council at the Council’s October meeting.

6.2 Scientific Board (SB)

6.2.1 Composition

a. The SB shall consist of five members, one of which shall be chair appointed by the President Elect. The SB chair shall serve for a period of two years, and may be reappointed. The first chair’s term may be renewed to another two-year term to help in establishing the society in the early phase. The four regular members of the SB shall serve for a period of three years each with appointment staggered so that no more than three appointments are made each year.

b. The President (after consultation with the SB chair) shall appoint members to the SB.

6.2.2 Duties

a. The SB shall be responsible for planning the scientific program of the Society’s Annual Meeting.

b. The SB will periodically survey the research endeavors of the membership.

c. The SB will plan and coordinate the scientific endeavors of the Society.

d. The SB shall provide a finalized program at the Council at the Council’s October meeting.

6.3 Communications Board (CB)

6.3.1 Composition

This Board shall consist of three members, one of which shall be chair and newsletter editor nominated by council and appointed by the president elect. The chairs of the EB and SB will also be members of the Communications Committee. The Communications Board chair shall serve for a period of five years subject to one renewal upon appointment by the president with approval by council. The two regular members of the Communications Board shall serve for a period of three years each with appointment staggered.

6.3.2 Duties

a. The CB shall be responsible for designing and maintaining the Society’s Website.

b. The CB will be responsible for maintaining an active membership e-mail list as well as a list serve to function as an on-line forum

6.4 Annual Reports

6.4.1 Annual reports shall be prepared by the committees and Boards and forwarded to the Secretary at such time the Council may direct, but no less than thirty (30) days prior to the Annual Membership Meeting. Such reports shall be submitted to the Council for approval.

6.4.2 The Annual Report of the President shall be presented at the Annual Membership Meeting and published in the Society’s newsletter.

ARTICLE VII – ANNUAL MEETING

7.00 Annual Meeting

7.1 The Society shall meet annually at such place as may be designated by the Council.

7.2 Active members, whose Departments of Anesthesiology may wish to host an Society Annual Meeting shall submit proposals to Secretary not more than four years prior to the year of the meeting. The Secretary shall present the proposals for selection of an Annual Meeting location. The Secretary shall inform the members, who submitted proposals, of the Council’s determination. The member, whose proposal was selected, shall be referred to as the “host department.”

7.3 The host department shall provide the Council with proposed dates, not later than the Annual Council Meeting three years before the intended meeting. Following approval of these dates by the Council, or the negotiation of acceptable alternatives, the Secretary will inform the membership of the dates selected; but in no case shall this be less than two years in advance of the intended meeting

7.4 The host for the Annual Meeting in conjunction with the President and Secretary acting on behalf of the Council shall determine the program for that meeting.

7.5 Members who have been designated former members under the provisions of Article III; Section 3.14 of the Bylaws may attend the scientific and social events of the annual meeting upon payment of the registration fee and an additional fee equal to the annual membership dues then in effect.

7.6 Guests

7.6.1 Shall be limited to one for each active and honorary member except that this limitation shall not apply to foreign guests, nor to residents and fellows.

7.6.2 Guests shall have the privilege of the floor at scientific sessions.

7.6.3 Guests may be invited to other annual meeting functions at the discretion of the host.

7.7 Annual Business Meeting

7.7.1 The Society shall convene annually, during its annual educational meeting at a time and place to be determined by Council.

7.7.2 Quorum

Ten (10) percent of the Society members present shall constitute a quorum.

7.7.3 Order of Business

The order of business at the Annual Business Meeting shall be as follows:

a. Call to order

b. Secretary’s report

c. Treasurer’s report

d. Advisory board reports

e. Committee reports

f. Old business

g. New business

h. Election of new members

i. Election of officers

j. Annual report of the president

k. New president assumes office (in years applicable)

l. Adjournment

7.7.4 The Council or the President shall have discretion to alter or modify the order of business.

7.7.5 Guests shall not attend the Annual Business Meeting.

7.7.6 Special Society Meetings

7.7.6.1 Special meetings of the Society may be called by the Council at its discretion provided at least forty (40) days notice of such meeting is sent to all members.

7.7.6.2 No business regarding the Bylaws shall be transacted at such special meeting and no resolution or statements representing the Society’s opinion shall be adopted unless such special meeting is attended by at least as many members as attended the last previous annual meeting.

ARTICLE VIII – SOCIETY FINANCE

8.1 General Authority

The Treasurer shall act as official custodian of the funds of this Society, shall supervise the deposit of such funds into banking institutions and shall invest and reinvest them upon the direction of the Council.

8.2 Budget

The fiscal year of the Society shall be from January 1 through December 31.

The proposed Budget for the forthcoming fiscal year shall be prepared by the treasurer, shall anticipate all necessary expenses of this Society, and shall be submitted by the Treasure at the Council meeting conducted during the Annual Meeting of the American Society of Anesthesiologists.

Changes in Budget – The Treasurer, with approval by the Council, many change the Budget during the interval between meetings of the Council.

8.3 Expenditures

Checks issued by this Society must bear the signature of the Treasurer.

ARTICLE IX - FUNDS AND EXPENDITURES

9.1 Funds

Funds of this Society are derived from the following sources:

9.1.1 Annual Assessments

An annual per capita assessment (dues) for each active and affiliate member shall be in amounts established in the manner provided for in these Bylaws.

9.1.2 Special Assessments

Additional funds may be raised by special assessments authorized by the Executive Council according to the provisions of Article 3 of these Bylaws.

9.1.3 Other Sources

Funds may be derived from voluntary contributions, bequests, income from publications of this Society, and any other source approved by the Executive Council.

9.2 Expenditures

Expenditures of funds of this Society shall be made in the following manner;

9.2.1 Authority

Funds may be expended by the Executive council:

a) Within the limits of the annual budget, and

b) In accordance with the authorizations and within the limitations provided in these Bylaws

9.2.2 Payment

Checks issued by this Society must bear the signature of the Treasurer, or the President of this Society.

9.3 Funds Management

9.3.1 Loans

Loans of money from the funds of this Society are strongly discouraged and may not be made by any Officer or other person without the express prior approval of the Executive Council of the Society.

9.3.2 Borrowing

Borrowing of money by the Society is to be avoided and may not be transacted by any Officer or other person without the express prior approval of the Executive Council of the Society.

9.3.3 Deficit Spending

9.3.3.1 Expenditure of funds beyond the budgetary limitations of the Society is unacceptable.

9.3.3.2 When unique circumstances make deficit spending unavoidable, a special assessment of the membership shall be undertaken.

9.3.4 Limitation of Emergency Spending

Emergency spending by the Treasurer shall be limited to one percent (1 %) of the total fund balance without prior approval of the Executive Council

The Council shall establish a formula for reimbursement for travel expenses and per diem allowance.

ARTICLE X – MISCELLANEOUS PROVISIONS

10.1 Parliamentary and Procedural Authority

The official parliamentary authority of this Society shall be the latest edition of Sturgis Standard Code of Parliamentary Procedure.

10.2 Bylaws Amendments

The Bylaws may be amended as follows:

10.2.1 The proposed amendment must be submitted in writing to the Secretary no later than one month prior to the Annual Meeting of the Council.

10.2.2 Council shall consider the amendment and determine whether or not the amendment shall be recommended to the membership for approval.

10.2.3 The proposed amendment has been approved by a majority vote at the Annual Meeting of the Society.

10.3 Administrative Procedure

The Council shall determine and prescribe procedural detail relative to any provision contained in these Bylaws, which prescription shall be recorded in the Society’s record of administrative procedures.