Central Surgical Association
Proposed, Wholly Rewritten Bylaws

The CSA Council proposes the following amendments to the Association Bylaws. These proposed Bylaws, rewritten in toto, will be voted upon by the membership during the CSA Business Meeting at the 2022 Annual Meeting. In advance of the Business Meeting, taking place on Friday, June 3, 2022 please read the proposed by-law below.

Bylaws

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 corporation shall be known as the Central Surgical Association (hereinafter called the "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 Association shall consist of Active, Senior, Candidate, and Honorary members.

Section 2: To be eligible for Active or Senior membership, applicants must EITHER be certified by the American Board of Surgery or equivalent board, OR be a Fellow of the American College of Surgeons; in special circumstances and upon recommendation of the Membership Committee, Council may, by a two-thirds affirmative vote, waive the requirement of certification by the American Board of Surgery or equivalent board or of membership in the American College of Surgeons. Applicants for Active membership must show evidence of participation in activities that have a concern for the welfare of patients and the fostering of the advancement of surgical theory and practice. Applicants for Active membership must not have attained the age of 65; applicants for Senior membership must have attained the age of 65.

Section 3. Active members who reach the age of sixty-five (65) years will be placed on the list of Senior members at the end of the calendar year following their sixty-fifth birthday. Senior members shall have all the privileges of Active members, but shall not be bound by the responsibility for paying dues.

Section 4: To be eligible for Candidate membership, candidate must be either: trainees in surgical residency or surgical fellowship; or new graduates currently in the first two years of surgical practice (prior to American Board of Surgery or equivalent certification). The application process for Candidate membership shall be the same as for Active/Senior membership. Candidate members are: not required to pay annual dues; not eligible to serve on standing Association committees but may be asked to serve on ad hoc committees and/or task forces; and not permitted to attend or vote at the Annual Business Meeting. Candidate members are only allowed to submit abstracts with sponsorship by an Active or Senior member, and are not eligible to act as sponsors for membership or abstract submission. Members may remain at the Candidate level while enrolled in a surgical fellowship; furthermore, members may remain at the Candidate level for no more than three (3) years post-residency. Upon being granted EITHER certification by the American Board of Surgeons or equivalent board OR Fellowship in the American College of Surgeons, the Candidate Member shall notify the Membership Committee, and expedited review of that individual’s application material will be performed to change the applicant’s status to Active membership.

Section 5: Each applicant for Active, Senior, and Candidate membership must be sponsored by an Active or Senior member and endorsed by one other Active or Senior member. The Membership Committee must ratify the merits of professional and ethical qualifications of all applicants. The names of the applicants and recommendation of the Membership Committee are submitted to the Council at least one month before the Annual Meeting. The names of those surgeons approved by the Council for inclusion on the membership election ballot shall be submitted by the Secretary or Membership Committee Chair in his/her report at the Annual Business Meeting. If an application fails to be approved for the membership ballot for three successive years, a new application must be submitted.

Section 6: To be eligible for Honorary membership, applicants must EITHER be certified by the American Board of Surgery or equivalent board, OR be a member of or certified by one of the Royal Colleges or the American College of Surgeons; in special circumstances and upon recommendation of the Membership Committee, Council may, by a two-thirds affirmative vote, waive the requirement of certification by the American Board of Surgery or equivalent board or of membership in / certification by one of the Royal Colleges or the American College of Surgeons. Those considered for Honorary membership must show evidence of participation in activities that address the welfare of patients and foster the advancement of surgical theory and practice.

Section 7: Following approval by the Council for inclusion on the membership ballot, election to membership shall be determined by vote of those present at the Annual Business Meeting. Applicants with favorable ballots to the extent of 75 percent of those cast shall be elected. An individual properly proposed for membership and failing to receive election by ballot 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 applicant was considered for membership.

Applicants who have received sufficient ballots for election to membership are expected to attend the next Annual Meeting of the Association; at that Annual Meeting, each new member will be introduced to the Association and presented with the Certificate of Membership. New members unable to attend that subsequent Annual Meeting shall be mailed the Certificate of Membership.

Section 8: Resignations of members may be acted upon at any meeting of the Council and may be accepted by a majority vote of the Council members present.

Section 9: Any member may be expelled for unprofessional or unethical conduct by vote of the Council. Charges of such conduct must be proffered 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.

Section 10: Active members are strongly encouraged to participate at least once every three (3) years, by: 1) attending an Annual Meeting; 2) being included as an author of an abstract submitted for consideration for presentation at an Annual Meeting; or 3) being involved in committees and/or performance of official business sanctioned by the Council.

Article IV: Council

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. The Association intends that the Secretary, Treasurer, and Recorder shall serve staggered three-year terms such that one rotates off Council each year. Likewise, the Association intends that each Councilor shall serve staggered three-year terms such that one rotates off Council each year. These nine (9) Council roles comprise the voting members of the Council. Council members shall make an effort to attend all Annual Meetings while serving.

Section 2: Council members shall be nominated by a committee of five (5) members. This Nominating Committee shall be composed of the three (3) most recent Past Presidents and two (2) members appointed by the President; the most senior of the recent Past Presidents (regarding term end date and not age) shall serve as Chair of the committee.

Section 3: The election of Council members shall take place at the Annual Business Meeting. A majority of the votes cast shall constitute an election.

Section 4: Any vacancy occurring during the year among Council members shall be filled ad hoc by the Council from the general membership.

Article V: Committees

Section 1: At the Annual Business Meeting, the incumbent President shall, with attention to diversity in all its forms, appoint members to all open committee positions, prior to the passing of the gavel to the incoming President. These committee appointments must first be approved by the Council.

Section 2: There shall be a Local Arrangements Chair for the Annual Meeting appointed annually. Other members may be appointed to a Local Arrangements Committee at the discretion of the Council. The Local Arrangements Chair shall prepare the general arrangements for the Annual Meeting, together with the President, President-Elect, Secretary and Recorder who act ex-officio.

Section 3: There shall be a Program Committee of six (6) members, two appointed annually, and each to serve three years. Annually, one of the two members of the committee entering his/her third year of service is selected by the incumbent President in conjunction with Council to act as Program Committee Chair during that third year of his/her term. 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. Program Committee members shall make every effort to attend all Annual Meetings while serving.

Section 4: There shall be a Membership Committee of nine (9) members, three appointed annually, and each to serve three years. Annually, one of the three members of the committee entering his/her third year of service is selected by the incumbent President in conjunction with Council to act as Membership Committee Chair during that third year of his/her term. The Membership Committee will carefully evaluate all applicants for membership. The Committee shall convene prior to the Annual Meeting and prepare a list of recommended applicants 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 or Membership Committee Chair at the Annual Business Meeting. Membership Committee members shall make every effort to attend all Annual Meetings while serving.

Section 5: There shall be a Young Surgeons Committee of nine (9) members, three appointed annually. New appointees to the Young Surgeons Committee must not have attained the age of 45 and must have attended at least one Annual Meeting in the past three years. Annually, one of the three members of the committee entering his/her third year of service is selected by the incumbent President in conjunction with Council to act as Young Surgeons Committee Chair during that third year of his/her term. The Young Surgeons Committee will engage new members in the activities of the Association and sustain vibrancy in the organization. Young Surgeons Committee members shall make every effort to attend all Annual Meetings while serving.

Section 6: There shall be an Audit Committee of one Chair and one member, both appointed annually, and each to serve one year. The Audit Committee will review financial reports and the (re)investment of funds for the prior fiscal year and will report to membership at the Annual Business Meeting. The Audit Committee shall perform as such other functions as assigned by the Council. Audit Committee members shall make an effort to attend the Annual Meeting coinciding with their service.

Section 7: There shall be a Diversity, Equity, and Inclusion (DEI) Committee comprised of a single Chair or two Co-Chairs, with a maximum membership and terms of service as determined by Council. The DEI Committee will undertake efforts to improve and cultivate surgeons underrepresented in medicine into active roles, as well as advance cultural diversity within the organization on all fronts in order to mirror the cultural diversity of the patient population served. The (Co-)Chair(s) of the DEI Committee shall participate in Council meetings in a non-voting, advisory capacity—and its members collaborate with other standing committees—to ensure DEI representation in the inner workings and affairs of the organization. DEI Committee members shall make an effort to attend the Annual Meeting coinciding with their service.

BYLAWS

Section I: Meetings
The Association shall meet each year at a time and place designated by vote of the Council. Any necessary changes to the time and place of a particular Annual Meeting may be made by the Council. The meeting shall continue for not longer than three (3) days.

Section II: Quorum
For transaction of ordinary business, the members present at any Annual Business Meeting shall constitute a quorum. Ordinary business may include but is not limited to: alterations to the Constitution and Bylaws; adjustments to assessments; changes in appropriations or expenditures of money other than those required in the routine business of the Association; and election of officers and members.

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 an Annual Meeting program well before said Annual Meeting convenes. The Secretary shall also issue a list of the applicants approved for the membership election ballot to the Council prior to the beginning of the Annual Meeting. 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. The Secretary shall keep minutes of the meetings of the Council and compile a written report to be read at the Annual Business Meeting.

  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 as promptly as possible, and shall render all bills for dues and assessments as close as to the start of the calendar year 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: Although 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. The Recorder shall receive all papers and reports of discussions on papers presented to the Association and shall determine their worthiness for publication in accordance with the standard journal peer review process. The Recorder shall also be the custodian of the permanent records of the Association.

  5. Council: 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. At a minimum, the Council will convene twice annually. The President of the Association shall be Chair, and the Secretary shall keep minutes of its proceedings.

Section IV: Papers and Reports
All papers and reports read before the Association shall be delivered to the Recorder by the time of their presentation. No paper shall emanate 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.

Section VII: Annual Dues
There shall be an annual assessment on Active members as proposed by the Council. Furthermore, if Council proposes, Senior members may be assessed voluntary dues.

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 in the minutes. If reasonable explanation or payment is not forthcoming within one year thereafter, the member’s name may be dropped from membership in the Association by vote of the Council. The Council may reinstate the member after payment of arrears.

Section IX: Non-Members
Non-members may attend Annual Meetings. Non-members may be invited to participate at Annual Meetings. All non-members must withdraw from the Business Meeting.

Section X: Certificates of Membership
Every Active 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
During the Annual Meeting, a Business Meeting shall be conducted. The Association intends that the Annual Business Meeting track the following agenda:

Annual Business Meeting

  1. Call to Order
  2. Necrology
  3. Report of the Recorder
  4. Report of the Treasurer
  5. Report of the Audit Committee Chair
  6. Report of the Secretary
  7. Report of the Membership Committee Chair, to include presentation of and vote on the Membership Election Ballot
  8. Report of the Program Committee Chair
  9. Report of the Young Surgeons Committee Chair
  10. Report of the Representative to the American Board of Surgery
  11. Report of the Representative to the Board of Governors of the American College of Surgeons
  12. Report of the Representative to the Advisory Council for Surgery of the American College of Surgeons
  13. Report of the Central Surgical Association Foundation President
  14. Future Meetings
  15. Report of the Local Arrangements Committee Chair for next year’s Annual Meeting
  16. Appointment of New Committee Members for the following year
  17. Old Business/New Business
  18. Report of the Nominating Committee Chair
  19. Passing of the Gavel and Introduction of New President
  20. Adjournment

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 a Business Meeting of a regular Annual Meeting. The suggested amendment, alteration, or repeal in the Constitution or Bylaws shall have been backed by three (3) members, delivered to the Secretary, and circulated to the Association at least 60 days preceding the vote at an Annual Business Meeting. The adoption of a suggested amendment, alteration, or repeal shall be by the vote of three-fourths (3/4) of the members present.