Southern Surgery Collaborative Bylaws
Mission: Improve patient care in the geographic region through education and the promotion of lines of communication among surgical leaders in the Southern United States.
Vision: Become an important vehicle for the communication among and education of surgeons in the South.
Article I
Name: The name of the corporation shall be the Southern Surgeons Collaborative (aka - Southern Surgeons Club). In these Bylaws it is referred to as the SSC, the corporation or the organizations.
Article II
Membership: The organization shall be a 501(c), not for profit. It shall have no members, but will elect surgeons as affiliates who are nominated and qualify as leaders in the surgical communities throughout the region. Election of affiliates will occur at the annual meeting by a majority vote of the attendees at that meeting. Surgeons will be considered for election after being nominated by an active affiliate and having attend an annual meeting of the SCC within the prior three (3) years. Membership will be divided into four (4) categories: active affiliates, senior affiliates, honorary, and inactive.
Section 1: Active Affiliates will be surgeons who are in the active practice of surgery or in the administration of surgical service. The number of active affiliates will be limited to fifty (50).
Section 2: Senior Affiliates will be surgeons who have retired for active practice or who have reached the aged of seventy (70). The number of senior affiliates will not be limited. Dues for
this senior affiliates will be reduced but if senior affiliates attend the annual meeting they will be assessed the same assessment as active affiliates.
Section 3: Honorary Membership will be awarded to surgeon who have contributed to the organization in an extraordinary way. Honorary member will be nominated in writing to the executive committee and have the name and curriculum vitae circulated to the membership prior to annual meeting. Election will require a unanimous vote of the membership at the annual meeting.
Section 4: Inactive Status. An affiliate will move to inactive status if they have not paid their dues in 2 consecutive years, or have not attended an annual meeting in 4 successive years. The meeting requirement may be suspended if the affiliate presents an appeal, in writing, to the EC and the EC agrees to suspend the action.
Article III
Structure
Section 1: Executive Committee (EC). The SSC will be directed by an executive committee (EC) which will be comprised of the previous four (4) past presidents of the organization and the secretary/treasurer. The EC will meet yearly at the annual meeting and at other times as needed.
The annual meeting event will occur "in person" and the other meeting may occur electronically. The chairman of the EC will be the past president of the SCC with the most seniority. The business of the SSC will be managed on a "day to day" basis by the secretary/treasurer. All major decisions of the secretary/treasurer will be reviewed at its next meeting by the EC with the power invested in it of "advise and consent."
Section 2: Local Arrangement Committee. The only standing committee of the SSC will be the Local Arrangement Committee. The committee will be chaired by the affiliate member and spouse in the city where the annual will be held. Other individuals may participate if invited. A budget for this meeting will be agreed upon by the host and the secretary/treasurer. This budget will be fashioned to reimburse the host for all of the costs of the meeting. Such costs will be tabulated and translated into an assessment that will be distributed to the attendees of the meeting as the organization's annual dues. This assessment will be in addition to a modest annual dues structure that will be used to defray the costs incurred in the management of the organization. These dues may be adjusted annually by a majority vote of the affiliates attending the annual meeting. Other committees may be established by either the president, the chairman of the EC, or the secretary/treasurer as need for the benefit of the corporation.
Section 3: Vacancies in the EC. Vacancies in the EC will be filled by the chairman of the EC with consent of the remaining members of the EC. If the vacancy is at the level of the chairman, then the next past president, based on seniority, will assume the role.
Section 4: The EC of the SSC is vested with the management of the business and affairs of the corporation subject to the law, the articles of incorporation, and these Bylaws.
Section 5: Meetings. The SSC will meet annually at a site decided upon at the annual meeting. Ideally such sites will be decided upon two (2) years in advance. For a site to be selected, a local arrangements host must also be identified. Meetings will consist of both an educational component and a social component. The agenda for the meeting will be the responsibility of the host and the secretary/treasurer.
Section 6: Actions of the SSC will occur at the business meeting as a part of the annual meeting and will be the result of a majority vote of the active affiliates eligible to vote.
Article IV
Officers
Section 1: The officers of the corporation are the President, President elect, and the secretary/treasurer.
Section 2: The EC will act as the nomination committee. A state of officers will be presented to the membership at the annual meeting. As a rule, the most recent past president will join the EC as its most junior member. The past president who has the second longest seniority on the EC will be nominated as president elect and the president elect will move up to president. The secretary/treasurer will be nominated from the active affiliate group and will serve a five (5) year term with an opportunity for a second term if nominated.
Section 3: Duties of office- President. The President will be the Chief Executive officer and serve a one year term. The president will preside over all meetings of the SCC and of the corporation. The president will be spokesperson for the SCC. Duties of office- President-Elect. The President-Elect will serve in the absence of the President. Duties of office- Secretary/Treasurer. The secretary/treasurer will manage the day to day responsibilities of the corporation including, but not limited to: 1) Keep an accurate and current roster of all individuals in the SSC by category of membership a) Name b) Titles, if appropriate c) Address d) Contact information e) Spouses information f) Photographic information g) Other information including dues status and a record of meeting attendance 2) Manage the finances of the organization and give a detailed financial status report each year at the annual meeting. 3) Make available to an audit committee appointed by the President complete financials pertinent to the organization at the annual meeting. 4) Work with the President and the local arrangement host to facilitate the annual meeting. 5) Keep accurate books and records of the corporation in an organized fashion should they be requested by another agency.
Article V
Compensation
Section 1: No income of the organization will be distributed to its officers or other individuals in the organization except as related to expenses related to the annual meeting or to reimburse expense incurred in the management of the corporation. Section 2: Upon dissolution, any corporate assets remaining after payment of all outstanding debts will be distributed to a like 501(c) corporation with a similar mission as determined by the EC.
Article VI
Amendments
The power to alter, amend, or repeal these Bylaws or adopt new Bylaws, in so far as allowed by law, is vested in the voting affiliates of the organization. Such actions shall receive a two-thirds (2/3) vote of the members present at an annual meeting to become a part of the bylaws. Advance notice of at least four (4) weeks defining the proposed changes must be circulated to the voting active affiliates.
Article VII
Rules of Order
The deliberations of the Corporation shall be governed by parliamentary usage as contained in The Standard Code of Parliamentary Procedures.