BYLAWS

RESOLUTION

In view of the desirability of a Surgical Association embracing within its membership surgeons of the central portion of the United States and of the adjacent Canadian provinces, BE IT RESOLVED that such an association be organized by a self-appointed committee of Founders composed of the undersigned forty (40) Fellows of the American Surgical Association; who, at their first meeting, shall (1) elect from their number a President and a President-Elect, each to serve one year; a Secretary to serve a three year term; a Treasurer and a Recorder, each to serve a five year term; and three Councilors each to serve a three year term. The immediate Past President will serve as the fourth Councilor, to serve for one year. The Executive Council will also select members to represent the Association at the American Board of Surgery for a six year term, at the Board of Governors of the American College of Surgeons for a renewable three year term, and at the Advisory Council for Surgery of the American College of Surgeons for a six year term; (2) draw up a suitable Constitution and Bylaws; and (3) invite not more than sixty (60) additional qualified surgeons to become Founder members.

CONSTITUTION

Article I: Name

This society shall be called THE CENTRAL SURGICAL ASSOCIATION.

Article II: Object

The object of this Association shall be to further the practice of Surgery in its various departments, and the study and investigation of surgical problems.

Article III: Membership

Section 1: The Central Surgical Association shall consist of active, senior, associate, non resident and honorary members (as amended 1977).

Section 2: Senior members shall be active members in good standing who have reached the age of sixty five (65) years or who have retired from clinical practice. They shall have all the privileges of active members. Senior members shall not be bound by the requirement for attendance at meetings and will be relieved of responsibility for paying dues (as amended 1949, 1970, 1977, 1984, 2003).

Section 3: Non-resident members shall be those who, having been elected to active or senior membership while a resident within the geographic area accepted by the Council as that of the Central Surgical Association, move elsewhere. Existing non-resident members shall pay dues and shall have all the privileges of active members but shall be relieved of the requirement of attendance at meetings and shall not hold office (as amended 1977).

Section 4: Associate Members shall be trainees in the last two years of surgical residency or in a surgical fellowship, as well as new graduates currently in the first two years of surgical practice (prior to American Board of Surgery or equivalent certification). The application process for Associate Membership will be the same as for full membership. Associate Members are not required to pay annual dues. They are not eligible to serve on Central Surgical Association committees and may not attend or vote at the annual business meeting. A complimentary subscription to the journal, Surgery, will not be provided to Associate Members. Associate members who have completed surgical residency are allowed to submit abstracts without the need for sponsorship by a Central Surgical Association member but they are not eligible to act as sponsors for membership or abstract submission. Associate members are encouraged to attend the annual scientific meeting. The maximum term limit for Associate Membership is four (4) years. Upon being granted certification by the American Board of Surgeons, the Associate Member shall notify the membership committee and expedited review of the individual’s application material will be performed to change the applicant’s status to full membership.

Section 5: Each candidate for membership must be sponsored by an active or senior member and endorsed by two other active or senior members. To be eligible for active membership each candidate must be certified by the American Board of Surgery or equivalent board or a Fellow of the American College of Surgeons. The Membership Committee must pass on the merits of professional and ethical qualifications of all candidates. The names of the candidates and recommendation of the Membership Committee are submitted to the Council at least one month before the annual meeting. In special circumstances, Council may waive the requirement of certification by the American Board of Surgery or equivalent board or membership in the American College of Surgeons upon recommendation of the Membership Committee by a two-thirds affirmative vote. Names of those surgeons approved by the Council and proposed for election to membership shall be submitted by the Secretary in his/her report at the executive session of the Annual meeting (as amended 1973). If an application fails to be approved for election for three successive years, a new application will be required, but will not be considered until after a minimum of twelve months has elapsed (as amended 1976).

Section 6: The number of honorary members shall be limited to ten (10). Proposals for associate, active or honorary membership shall be made in writing to the Council on blanks furnished by the Secretary of the Association, and signed by three members from the active or senior groups.

Section 7: Each candidate for membership must be sponsored by an active or senior member and endorsed by two other active or senior members. The Membership Committee must pass upon the merits of professional and ethical qualifications of all candidates. The names of the candidates and the recommendations of the Membership Committee are submitted to the Council at least one month before the Annual Meeting. Names of those surgeons approved by the Council and proposed for election to membership shall be submitted by the Secretary in his/her report at the executive session of the Annual Meeting (as amended 1973). If an application fails to be approved for election for three successive years, a new application will be required but will not be considered until after a minimum of twelve months has elapsed (as amended 1976).

Section 8: Following preliminary recommendations by the Council, election to membership shall be determined by ballot of those present at the annual executive meeting of the Association. Favorable ballots to the extent of 75 percent of those cast shall elect. An individual properly proposed for membership and failing to receive election by ballot at three consecutive Annual Meetings shall not be eligible for a second proposal for membership until one year has elapsed from the time of the last Annual Meeting at which the candidate was considered for membership.

Candidates who have received sufficient ballots for election to membership shall attend the next Annual Meeting of the Association unless excused by the Council. At that annual business meeting, each candidate will be introduced to the Association and presented with the Certificate of Membership. Candidates unable to attend the annual meeting shall be mailed the Certificate of Membership and shall forego the privilege of formal introduction to the Association. (as amended 1974, 1975, 1991, 2007).

Section 9: The qualifications for active or honorary membership should include:
(a)  Certification by the American Board of one of the surgical specialties or by Fellowship in or certification by one of the Royal Colleges or by the American College of Surgeons.
(b)Evidence of participation in activities which have a concern for the welfare of patients and the fostering of the advancement of surgical theory and practice (as amended 1974).

Section 10: Resignations of members may be acted upon at any annual executive meeting and may be accepted by a majority vote of the members present, providing the member resigning is not in arrears.

Section 11: Any member may be expelled for unprofessional or unethical conduct by vote of the Council. Charges of such conduct must be preferred and signed by three members before their consideration by the Council, whose action thereon must take place within one year thereafter. In case the vote of the Council is not decisive, the charges may be dropped by the Council or presented by the Secretary to the Association for action in executive session at which time a three-fourths vote of the members present shall be required for expulsion.

Section 12:Any active member who shall have absented him/herself from three (3) consecutive Annual Meetings without acceptable explanation in writing to the Secretary may be dropped from membership in the Association on vote of the Council. His/Her membership may be reinstated by vote of the Council.

Article IV: Officers

Section 1: The officers of the Association shall consist of a President, a President-Elect, a Secretary, a Treasurer, and a Recorder. These five, together with three Councilors elected at large and the immediate past President, shall constitute the Council. Each Councilor shall serve for three years. A member at large shall be elected annually to replace the outgoing Councilor. Any past President, upon invitation of the President, may be enrolled as a temporary member of the Council to fill a vacancy (as amended 1974).

Section 2:The officers, including the members of the Council, shall be nominated by a committee of five (5) members. The Committee shall be composed of the three (3) immediate Past Presidents the most senior of which shall be Chairman of the committee, and two (2) members appointed by the President.

Section 3: The election of officers shall take place at the executive sessions of each Annual Meeting. A majority of the votes cast shall constitute an election.

Section 4: Any vacancy occurring during the year among the officers of the Association shall be filled by Council.

Article V: Committees

Section 1: The President shall appoint a Local Committee for Arrangements for the Annual Meeting (as amended 1968).

Section 2: There shall be a Program Committee of six members, two appointed annually by the President with the approval of Council, and each to serve three years. Annually, one senior member of the committee is selected by the President in conjunction with Council to act as Chairman of the Committee. The Recorder and the Secretary shall be members of this committee ex-officio. The Program Committee shall select and arrange papers for the Annual Meeting. The Secretary shall employ a competent stenographer to report all discussions of the papers presented before the Association and to assist in keeping the minutes (as amended 1968, 1973, and 1984).

Section 3: The Council shall be empowered to select and edit papers read at the Annual Meeting for publication in a surgical journal or inclusion in a Volume of Transactions, if issued. The Council may delegate this power to the Recorder.

Section 4:There shall be a Membership Committee of nine members, three appointed annually by the President with the approval of Council and with attention to regional representation. Each appointee will serve three years. The Chairman is selected by the President with Council approval. The Chairman will serve a term of three years. The Secretary shall be a member of the Membership Committee ex-officio. The Membership Committee will carefully evaluate all candidates for membership. The Committee shall convene prior to the Annual Meeting and prepare a list of recommended candidates for membership. This list will then be submitted to the Council for review. The Council then prepares the final approved list to be submitted by the Secretary at the executive session of the Annual Meeting (as adopted 1973).

BYLAWS
(revised March 2004)

Section I: Meetings

The Association shall meet each year at a time and place designated by vote of the Association at the previous Annual Meeting, following recommendations of the Council and approved by the members of the Association. If change in the time and place becomes necessary between meetings of the Association, the change may be made by the Council. The meeting shall continue for not longer than three (3) days (as amended 1968).

Section II: Quorum

For transaction of ordinary business, the members present at any meeting shall constitute a quorum. To effect changes in the Constitution and Bylaws, for assessments, appropriations or expenditures of money other than those required in the routine business of the Association, for election of officers and members, or for the expulsion of a member, a minimum of one hundred (100) members shall be required to form a quorum (as amended 1974).

Section III: Duties of Officers

1. President and President-Elect: The President shall preside at the meetings of the Association, preserve order, regulate debates, sign certificates of membership, appoint committees not otherwise provided for, announce results of elections, and perform all other duties legitimately appertaining to his/her office. The President shall prepare an address for the Annual Meeting. In his/her absence, the President-Elect shall preside. In the absence of both, the chair shall be taken by a member elected by those of the Council who are present.

The President-Elect shall substitute for the President as provided above.

No President shall serve for more than one year in that office. The immediate Past-President shall serve for one year on the Council.

2. Secretary: The Secretary shall keep the minutes of the Association and shall issue, at least four weeks prior to the Annual Meeting, a program specifying the time and place of the meeting. The Secretary shall also issue a list of the candidates for proposed membership. The Secretary shall attest all official acts requiring certification, notify officers and members of their election, keep in his/her custody the Seal of the Association and affix it to all documents and papers as the Association may direct, and take charge of all papers not otherwise provided for. He/She shall serve as Secretary and keep minutes of the meetings of the Council and compile a written report to be read at the executive session of the Association to include the recommendation for place of Annual Meeting and the list of candidates proposed for membership, as approved by Council.

3. Treasurer: It shall be the duty of the Treasurer to receive all monies and funds belonging to the Association. The Treasurer shall pay all bills against the Association and shall render all bills for dues and assessments at the conclusion of each meeting, as promptly as possible. A report shall be presented to the Council at each Annual Meeting which includes the names of all members in arrears. The Treasurer shall present an annual account for audit.

4. Recorder: The Recorder shall receive all papers and reports of discussions on papers presented to the Association and shall determine their worthiness for publication. The Recorder shall also be the custodian of the permanent records of the Association (as amended 1968)

5. Council: The Council shall consist of three (3) Councilors elected from the membership at large, together with the President, President-Elect, Secretary, Treasurer, Recorder, and immediate Past President. The term of service of the Councilors elected at large shall be three years. At the annual executive meeting one Councilor shall be elected to take the place of the Councilor whose term expires.

The Council shall be the executive body of the Association. Its stated meetings shall be held at the call of the President and a majority of its members shall constitute a quorum.

The President of the Association shall be Chairman and the Secretary of the Association shall be Secretary of the Council and keep minutes of its proceedings.

Section IV: Committee on Arrangements for Annual Meeting

The Local Committee on Arrangements for the Annual Meeting shall consist of members appointed by the President, acting together with the President, President-Elect, Secretary and Recorder ex-officio. The duties of this Committee shall be the preparation of the general arrangements for the Annual Meeting.

Section V: Papers and Reports

All papers and reports read before the Association shall be delivered to the Recorder at the time of their presentation. No paper shall be published in the Transactions or as emanating from the Association which has not been read in full before the Association or presented by Title, nor elsewhere reported unless full credit is given to the Association.

Section VI: Initiation Fee

Every active member shall, within thirty (30) days after notice of election, pay an initiation fee which includes his/her dues for that year, and by which act he/she acknowledges and accepts the Constitution and Bylaws of the Association (as amended 1952, 1976, 1980).

Section VII: Annual Dues

There shall be an annual assessment on active and senior members as proposed by the Council (as amended 1952, 1976, 1980).

Section VIII: Arrearage of Members

It shall be the duty of the Treasurer to notify in writing any member in arrears for one year. After having notified the member by registered mail containing a copy of this section and not having received his/her dues within two months thereafter, it shall be the duty of the Treasurer to notify the Council of such arrearage, which fact shall be entered on the minutes. If reasonable explanation or payment is not forthcoming within one year thereafter, the member's name may be stricken from the list. The Council may reinstate the member after payment of arrears.

Section IX: Invited Guests

Any member may invite guests to a meeting of the Association. The names of all guests shall be entered under a separate head in the list of those attending the meeting. The President may invite guests to participate in the discussion. All guests shall withdraw from the executive session.

Section X: Certificates of Membership

Every member shall be entitled to a certificate of membership signed by the President and the Secretary and bearing the Seal of the Association.

Section XI: Order of Business

Annual Meeting

  1. Call to order
  2. Announcements from the Chairperson of the Local Committee on arrangements
  3. Announcements from Secretary
  4. Announcements from Recorder
  5. Reading of scientific papers and presentations

Business Meeting

  1. Call to order
  2. Introduction of new members
  3. Report of the Recorder
  4. Report of the Treasurer
  5. Report of the Auditing Committee
  6. Report of the Secretary
  7. Report of the Membership Advisory Committee Chairperson
  8. Report of the Program Committee Chairperson
  9. Results of the Election of New Members
  10. Report of the Society Representative to the American Board of Surgery
  11. Report of the Society Representative to the Board of Governors of the American College of Surgeons
  12. Report of the Society Representative to the Advisory Council for Surgery of the American College of Surgeons
  13. Report of the Executor of the Central Surgical Association Foundation
  14. Future Meetings
  15. Report of the Local Arrangements Committee for next year's Annual Meeting
  16. Appointment of new committee members for the following year: Membership Advisory Committee, Program Committee, Nominating Committee and Auditing Committee
  17. Old business/New business
  18. Report of the Nominating Committee
  19. Passing of the Gavel
  20. Adjournment (revised 2002)

Section XII: Rules of Order

The proceedings of the Association shall be conducted under the local parliamentary rules of order.

Section XIII: Alteration in the Constitution and Bylaws

No part of the Constitution or Bylaws shall be amended, altered or repealed except at an executive session of a regular Annual Meeting. The suggested amendment, alteration or repeal in the Constitution or Bylaws shall have been presented in writing at a previous Annual Meeting, signed by three (3) members and delivered to the Secretary. The adoption of a suggested amendment, alteration or repeal shall be by the vote of three-fourths (3/4) of the members present.

 

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