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 Bylaws

ARTICLE I. Name

The name of this Corporation is The Society for Vascular Surgery (hereinafter the "Society"). It represents a merger in 2003 of The Society for Vascular Surgery, founded in 1947, and the American Association for Vascular Surgery, founded in 1952.

ARTICLE II. Objectives

The objectives of the Society shall be:
a. To be a strong advocate for its members in all areas of vascular surgery and endovascular surgery.
b. To improve the prevention, diagnosis and management of patients with vascular disease.
c. To clearly define the role of surgery, endovascular surgery, medical management and investigation in the treatment and prevention of these diseases.
d. To promote clinical and basic research in vascular disease.
e. To promote the responsible development and implementation of new technology for diagnosing and treating vascular disease, by promoting research and education and by interfacing with industry and regulatory agencies.
f. To provide continuing education for vascular surgeons in new science, surgical techniques and practice, through an annual scientific meeting and other educational media.
g. To promote, encourage and improve the dissemination of knowledge concerning all aspects of vascular disease to students, interns, residents, fellows, other physicians and other health care workers.
h. To disseminate information to patients and the public on all aspects of vascular disease and health.
i. To develop post graduate training pathways in vascular surgery.
j. To standardize the nomenclature and reporting of vascular conditions, and to develop appropriate position statements and practice guidelines.
k. To address social, economic, ethical and legal issues that relate to vascular surgery.
l. To further the development of vascular surgery as an independent specialty.
m. Enhance the ability to provide care and serve disparate communities through a commitment to diversity and inclusion.
n. Promote diversity and inclusion in vascular surgery education, training, and research.

ARTICLE III. Membership

Section 1. Categories.
Membership in the Society shall consist of individuals who show an active interest in the field of vascular disease. There shall be seven (7) categories of membership: Candidate, Active, Senior, Associate, Affiliate, Honorary, and International. There shall be no numerical limit on any type of membership, nor shall there be discrimination based on race, gender, ethnicity, color, creed, or disability.

Section 2. Candidate Membership.
Eligibility
Candidate membership may be granted to physicians who are currently accepted to or enrolled in accredited vascular surgery residency training programs in the United States or Canada. The term of vascular surgery trainee Candidate Members shall be limited to a maximum of three years after completion of their vascular residency program or subsequent continuous academic or clinical training, after which they are encouraged to apply for Active Membership. 

Candidate membership may also be granted to medical students and general surgery residents who have an interest in pursuing vascular surgery.

The term of medical student and general surgery resident Candidate Members shall be limited to the duration of their respective training until graduation from medical school and/or completion of a surgical residency program, after which they may be eligible to continue as a Candidate Member if they are accepted to or enrolled in an accredited vascular surgery training program in the United States or Canada.​
 
Admission to Membership
Admission to Candidate Membership shall be through administrative action by the Secretary of the Society after determining that an applicant has satisfied the applicable requirements. 

Privileges of Candidate Membership
Candidate Members shall have such rights and obligations as may be approved by the Board of Directors of the Society, including serving on committees and voting on assigned committees, but shall not be permitted to vote on other Society business, hold elected office or serve as chair of councils or committees. 

Section 3. Active Membership.
Eligibility

Active Membership may be granted to vascular surgeons residing in the United States or Canada who have demonstrated knowledge and skill in the diagnosis and management of vascular disorders by attainment of one of the following criteria:
1. Certification in Vascular Surgery from the United States or Canada.
2. Surgeons whose clinical practice is dedicated primarily to vascular surgery, as demonstrated by case logs, contributions to vascular education and/or research, or participation in regional or local vascular societies.
 
Election to Membership
If the application is approved by the Membership Committee and by the Board of Directors, the name of the applicant for active membership shall be presented to the Society at a regularly convened Annual Business Meeting of the membership for final action. A majority vote of those members present and voting shall be required for election to active membership. Any applicant who fails to be approved by the Membership Committee and/or Board of Directors or fails to be elected by the membership may reapply. A new application and new letters of sponsorship must be submitted.
 
Privileges of Active Membership
Active Members shall have such rights and obligations as may be approved by the Board of Directors of the Society, including voting at the annual business meeting, serving on committees or councils, serving as chairs of committees or councils, or holding elected office.

Section 4. Senior Membership
An Active Member shall automatically become a Senior Member upon notifying SVS of full retirement, or other just cause approved by the Board of Directors.
 
Privileges of Senior Membership
Senior Members shall have such rights and obligations as may be approved by the Board of Directors of the Society, including voting at the annual business meeting, serving on committees or councils, serving as chairs of committees or councils or holding the elected office of vice president, president-elect or president. 

Section 5. Associates
Eligibility
The Associates category is available to non-surgeon physicians, scientists at the doctoral level conducting vascular research and doctors of podiatric medicine who have a demonstrated active interest in the field of vascular disease. This active interest may be demonstrated by certification by an ABMS-approved certifying board, letters of support from SVS members, clinical contributions to vascular practice, contributions to vascular education or research, or participation in national societies in the applicant’s chosen specialty. 
 
Election to Membership
If the application is approved by the Membership Committee and by the Board of Directors, the name of the applicant for associate shall be presented to the Society at a regularly convened Annual Business Meeting of the membership for final action. A majority vote of those members present and voting shall be required for election to active membership. Any applicant who fails to be approved by the Membership Committee and/or Board of Directors or fails to be elected by the membership may reapply. A new application and new letters of sponsorship must be submitted.

Privileges of Associate Membership
Associates shall have such rights and obligations as may be approved by the Board of Directors of the Society, including serving on committees and voting on those specific committees, but shall not be permitted to vote on other Society business, hold elected office or serve as chairs of councils or committees.

Section 6. Affiliates
Eligibility

Affiliate membership is available to non-physicians who have demonstrated active interest in the field of vascular disease including, but not limited to, vascular nurses, vascular technologists, physician assistants, and scientists at the doctoral level conducting vascular research.

Election to Membership
If the application is approved by the Membership Committee and by the Board of Directors, the name of the applicant for affiliate membership shall be presented to the Society at a regularly convened Annual Business Meeting of the membership for final action. A majority vote of those members present and voting shall be required for election to affiliate membership. Any applicant who fails to be approved by the Membership Committee and/or Board of Directors or fails to be elected by the membership may reapply. A new application and new letters of sponsorship must be submitted.

Privileges of Affiliate Membership
Affiliates shall have such rights and obligations as may be approved by the Board of Directors of the Society, including serving on committees and voting on those specific committees, but shall not be permitted to vote on other Society business, hold elected office or serve as chairs of councils or committees.

Section 7. Honorary Membership
Honorary Membership may be granted to distinguished physicians who have achieved international prominence in medicine and who have contributed to the advancement of the vascular field.

Election to Membership
Honorary Members shall be proposed by the Fellows Council and shall be elected by a majority of the Board of Directors.  Honorary members will be presented at the annual meeting following election by the Board of Directors. 

Privileges of Honorary Membership
Honorary Members shall have all privileges of Active Members except that they cannot vote on Society business, hold elected office or serve as members of the Councils or the Board of Directors. Honorary Members automatically receive the designation of Distinguished Fellow.

Section 8. International Membership
Eligibility

International membership may be granted to surgeons otherwise qualified for Active Membership and who do not reside in the United States or Canada.

Election to Membership
If the application is approved by the Membership Committee and by the Board of Directors, the name of the applicant for international membership shall be presented to the Society at a regularly convened Annual Business Meeting of the membership for final action. A majority vote of those members present and voting shall be required for election to international membership. Any applicant who fails to be approved by the Membership Committee and/or Board of Directors or fails to be elected by the membership may reapply. A new application and new letters of sponsorship must be submitted.

Privileges of International Membership
International Members shall have such rights and obligations as may be approved by the Board of Directors of the Society, including serving on committees and voting on those specific committees, but shall not be permitted to vote on other Society business, hold elected office or serve as chairs of councils or committees.

Section 9. Good Standing
To remain in good standing, all members must be current on their dues payment and must abide by the rules and regulations set forth in these Bylaws and in the Society's Code of Ethics.
 
Section 10. Certificate
A Certificate of Membership, signed by the President and the Secretary and bearing the seal of the Society, shall be provided to new members, except that a Certificate of Membership shall not be issued to Candidate members.
 
Section 11. Dues
All Members of the Society shall pay dues and assessments may be determined by the Board of Directors.

ARTICLE IV. Distinguished Fellows

Section 1. Eligibility.
The title of "Distinguished Fellow of The Society for Vascular Surgery" may be granted to members who have distinguished themselves by sustained contributions to vascular surgery through research, teaching, clinical and/or creative accomplishments. Active, Senior or International Members of the Society may apply for this designation. Honorary Members automatically receive the designation of Distinguished Fellow.
 
Section 2. Application and Election.
Application for the Distinguished Fellows designation shall be through administrative action by the Secretary of the Society.  The Fellows Council of the Society is responsible for evaluating applicants for this designation.

Applicants approved by the Fellows Council shall be presented for election by the Society Fellows at their meeting during the annual scientific meeting of the Society, where a majority of Fellows present and voting is required for election.
 
Section 3. Certificate.
Fellows shall receive a certificate recognizing them as a "Distinguished Fellow of The Society for Vascular Surgery".

ARTICLE V. Board of Directors

Section 1. Membership.
The Board of Directors of the Society shall consist of the following members:
a. Officers: President, Immediate Past-President, President-Elect, Vice President, Secretary and Treasurer
b. Representatives from Councils: Chair and Vice-Chair of the Fellows Council, and Chairs of the Research, Education, and Clinical Practice Councils.
c. Chair of the Vascular Annual Meeting Program Committee.
d. Representatives from the following constituent vascular societies: American Venous Forum, Association of Program Directors in Vascular Surgery, Canadian Society for Vascular Surgery, Eastern Vascular Society, International Society of Endovascular Specialists, Midwestern Vascular Surgical Society, New England Society for Vascular Surgery, Peripheral Vascular Surgery Society, Society for Clinical Vascular Surgery, Southern Association for Vascular Surgery, and Western Vascular Society.
e. Executive Director of the Society (non-voting).

Society representatives from constituent vascular societies shall be recommended by the governing body of the sponsoring society on an annual basis for not more than three (3) consecutive annual terms and elected by a majority vote of those members present and voting at the Annual Business Meeting. Each of the constituent societies shall provide the name of their recommended representative to the Society’s Secretary at least thirty (30) days prior to the Annual Business Meeting of the Society’s membership. To be eligible as a member of the Board of Directors, a representative must be an Active Member of the Society.

No single individual shall serve on the Board of Directors in more than one position.  In such situations, the individual shall be asked to choose which position he or she would like to hold and resign from other positions.

The President of the Society shall serve as chair of the Board of Directors.
 
Section 2. Responsibilities.
The Board of Directors shall be the governing body of the Society and shall have full authority to manage and act on all affairs of the Society, except as follows, where approval of the Society membership at the Annual Business Meeting is required:
a. Amending the Articles of Incorporation or Bylaws.
b. Electing new members or altering the status of the existing members, other than applying the provisions of Article X, Section 3, or Article XI, Section 2 of these Bylaws.
c. Election of officers.
 
Section 3. Notice of Meetings.
Written notice of any meeting of the Board of Directors shall state the place, date, and hour of the meeting and the purposes for which the meeting is called. Notice shall be given to each member of the Board of Directors at least fourteen (14) days before the date of the meeting, either delivered personally or by electronic mail, surface mail, or nationally recognized commercial courier. The postal address or electronic address of each director shall be that shown in the records of the corporation. Such notice shall be deemed to have been delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid or accepted by a nationally recognized commercial courier or transmitted electronically. Any member may waive notice of any meeting.
 
A minimum of two meetings of the Board of Directors shall be held per year.
 
Section 4. Quorum.
Fifty (50) percent of the Board of Directors shall constitute a quorum for the transaction of Society business at any meeting of the Board of Directors. Proxies are not permitted. Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other communications equipment by means of which all individuals participating in the meeting can communicate with each other. Such participants in a meeting shall constitute attendance and presence in person at the meeting by the individuals so participating.
 
Section 5. Action at a Meeting.
The act of a majority of the members of the Board of Directors present at a duly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by an applicable statute, the Articles of Incorporation, or these Bylaws. The Chair of the Board of Directors shall refrain from voting, except to break a tie vote.
 
Section 6. Action Without a Meeting.
Any action of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote on the matter. Any action so taken shall be effective only when all of the directors in question have executed the consent, unless the consent specifies a different effective date.
 
Section 7. Executive Committee.
An Executive Committee of the Board of Directors shall exercise the authority of the Board of Directors in the management of the property and activities of the Society between Board meetings when the Board of Directors is not in session, except as otherwise provided by law or these Bylaws and within any limits on expenditures set by the Board of Directors. All actions of the Executive Committee must be promptly reported to the Board of Directors for reaffirmation or prospective change.

The Executive Committee shall be responsible for nominating representatives to other organizations, in accordance with the rules of those organizations. The Board of Directors shall be responsible for approval of these representatives.

The establishment of the Executive Committee and the delegation of authority thereto does not relieve the Board of Directors, or any member thereof, of any responsibility imposed on the Board of Directors by law or by these Bylaws.

Membership
The Executive Committee shall consist of the following eight (8) voting members: President, Immediate Past-President, President-Elect, Vice President, Secretary, Treasurer,  Chair of the Fellows Council, and a Member at Large elected annually by the representatives of the constituent vascular societies represented on the Board of Directors. The Executive Director of the Society shall be a non-voting member of the Executive Committee.

For the purpose of the election of a representative of the other vascular societies, this election shall occur during the annual scientific meeting of the constituent society and the name of the elected person shall be transmitted to the Secretary at that time. Fifty (50) percent of the representatives appointed by their organizations shall constitute a quorum. A simple majority of votes shall be necessary to elect the Member at Large to the Executive Committee of the Board of Directors.
 
Quorum and Voting
A simple majority of the Executive Committee shall constitute a quorum, and a majority of Executive Committee members present and voting at a meeting at which a quorum is present shall be necessary and sufficient for action of the Executive Committee. Members may participate in and act at any meeting of the Executive Committee through the use of a conference telephone or other communications equipment by means of which all individuals participating in the meeting can communicate with each other. Such participation in a meeting shall constitute attendance and presence in person at the meeting by the individuals so participating. In the event of a tie vote, the action must come to the full Board for final action.

Any action of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Executive Committee members entitled to vote on the matter. Any action so taken shall be effective when all of the committee members in question have executed the consent, unless the consent specifies a different effective date.

ARTICLE VI. Officers

The officers of the Society shall consist of the President, President-Elect, Immediate Past President, Vice President, Secretary and Treasurer

Section 1. Eligibility for Office
Members eligible for the offices of President, President-Elect and Vice President must be Active or Senior Members of the Society in good standing.  Members eligible for the offices of Secretary andTreasurermust be Active Members.  
 
Section 2. Term
The term of office of the President, President-Elect, and Vice President shall be one (1) year non-renewable. At the conclusion of the Annual Business Meeting, the President-Elect shall accede to the position of the President, the Vice President shall accede to the positions of the President-Elect, and the President shall accede to the position of Immediate Past President, excluding exceptional circumstances such as death, disability, loss of membership, or other reason that would prevent the individual from responsibly assuming the office. The Secretary and Treasurer,  shall be elected annually for a maximum of three (3) consecutive annual terms.
 
Section 3. Nominations
In preparing the slate of nominees for each available position, the Nominating Committee shall consider its own nominations in addition to nominations from the Society membership.  A member nominated to any office must be a member in good standing of the Society for ten years or more and have served on a committee, council, or the Board of Directors of the Society.

No later than February 1, the Nominating Committee shall send to all members of the Society a request for nominations to the available and/or vacant positions of the offices of the Vice President, Secretary and Treasurer. The nominees shall provide the Nominating Committee with a brief letter outlining their qualifications and reasons for seeking a particular position and other information as may be requested. 

All nominations to available positions of officers submitted by March 31 and those proposed by the Nominating Committee shall be considered by the Nominating Committee. The Committee shall also consider Society members currently serving in officer positions if their maximum term of office is not completed, or if completed, to other officer positions; this applies only to those members serving in the positions of Secretary and Treasurer since the President-Elect accedes automatically to the President position and the Vice-President accedes automatically to the President-Elect position. 

Once all nominees for each position have been considered by the Nominating Committee, the Nominating Committee shall recommend a nominee or a slate of nominees for each position to be considered by the membership at the annual meeting.  If more than one nominee is submitted to the membership for election to an office either by the Nominating Committee or by nomination from the floor, the elected nominee must obtain 50% plus one (1) vote of Society members present and voting at the annual meeting to be elected to the office.  If this does not occur, a run-off election shall be held, between the two nominees with the highest number of votes.

Officers shall hold office until the termination of the next Annual Business Meeting when their successors are elected. Vacancies in any of the offices shall be filled for the unexpired term by appointment by a majority vote of the Board of Directors. 
 
Section 4. President
The President of the Society shall act as the principal officer of the Society and shall work closely with the Executive Director. Responsibilities shall include presiding over meetings of the Society, the Board of Directors and the Executive Committee; representing the Society in external matters; and performing all other duties normally appertaining to this office.
 
Section 5. President-Elect
The President-Elect shall be responsible for strategic planning and new initiatives. The President-Elect shall chair the Appointments Committee.  In the absence or incapacity of the President, the President-Elect shall perform all duties customarily pertaining to the office of President.
 
Section 6. Vice-President
The Vice President shall be responsible for coordinating the activities of the Research, Education, and Clinical Practice Councils and various committees, as appropriate.
 
Section 7. Secretary
The Secretary shall be responsible for keeping an accurate record of all business and activities of the Society and for overseeing Society communications to members. Other responsibilities shall include: maintaining an accurate list of members and of their records; notification of officers and members of their election; providing forms and receiving applications for membership and forwarding complete applications to the Membership Committee; and providing notice of meetings to members in accordance with these Bylaws.  The Secretary shall also serve on or as a liaison to other committees as determined by these Bylaws, the Executive Committee or the Board of Directors.
 
Section 8. Treasurer
The Treasurer shall be responsible for supervising the management of the funds of the Society and of any and all securities that are the property of the Society and shall keep an accurate record of each. He/she shall work with the Executive Director to maintain appropriate accounts in the name of the Society and shall present an annual report for audit.  The Treasurer shall also serve on or as a liaison to other committees as determined by these Bylaws, the Executive Committee or the Board of Directors.

ARTICLE VII. Councils

Councils of the Society shall develop strategic initiatives within the scope of responsibility and charges established annually for each Council by the Board of Directors, coordinate the activities of relevant committees, and report their activities to the Board of Directors. As determined by the Board of Directors, appropriate committees shall report to these Councils. Certain Society representatives may also report to these Councils as determined by the Board of Directors. Members of committees reporting to a Council may be appointed as ex-officio members of that supervising Council.
 
Section 1. Fellows Council
Membership

The Fellows Council shall consist of four Distinguished Fellows of the Society, each serving a four-year term. One new Council member shall be nominated each year by the Fellows Nominating Committee and elected by a majority vote of the Fellows present and voting at the annual Fellows meeting. The longest serving member of the Fellows Council shall serve as Chair and the second longest serving as Vice Chair. The Chair of the Fellows Council shall be a voting member of the Executive Committee and the Publications Committee. The Chair and Vice Chair shall be voting members of the Board of Directors of the Society.
 
Election
The three most recent and available previous Chairs of the Fellows Council shall serve as the Nominating Committee for the Fellows Council. They shall nominate individuals for election to the Fellows Council, which shall be by a majority vote of the Fellows present and voting at the annual Fellows meeting held at the time of the annual scientific meeting of the Society.
 
Vacancy
In the case of a mid-term vacancy in the Council, the Fellows Nominating Committee shall designate an interim replacement for approval at the next annual Fellows meeting.  The new appointee shall serve as the most junior appointee on the council regardless of the level or years of service of the individual being replaced and shall rotate into the vice chair and chair positions as specified under Membership.

Responsibilities
The Fellows Council has the responsibility for coordinating the activities of the Fellows and for advising the Board of Directors on strategic direction related to academic affairs. The Fellows Council shall establish eligibility criteria for the Distinguished Fellow designation, review applications for Distinguished Fellow, and recommend candidates for election at the annual Distinguished Fellows meeting. The Fellows Council shall also nominate members of the Research Council and select honorary members, society scholars, special lecturers, recipient of the Lifetime Achievement Award, and the recipient of the Medal for Innovation in Vascular Surgery. The Fellows Council may, from time to time, establish ad hoc work groups to address issues or implement projects for which there is no other organizational mechanism.
 
Section 2. Research Council
The Research Council shall consist of four (4) or more members of the Society nominated by the Fellows Council, approved by the Board of Directors, and elected by the membership of the Society at the Annual Business Meeting.  Active, Senior, Associate, Affiliate, and International Members are eligible to serve on the Research Council.  The Fellows Council shall appoint one individual who is serving on the Research Council or has served as a member of the Research Council as Chair of the Council.  The Chair shall be an Active Member of the Society.  The Chair of the Council shall be a voting member of the Board of Directors of the Society. The President or a designated representative of any selected foundation(s) shall be an additional ex-officio member of this Council to ensure close coordination of research activities sponsored by the Society and such foundation(s). Appointments shall be effective starting at the termination of the Annual Business Meeting.

Section 3. Education Council
The Education Council shall consist of four (4) or more members, approved by the Board of Directors, and elected by the membership at the Annual Business Meeting. Active, Senior, Associate, Affiliate, and International Members are eligible to serve on the Education Council.  A designated representative of the Association of Program Directors in Vascular Surgery and the Chair of the Vascular Annual Meeting Program Committee shall be an ex-officio members of this Council. Election of members and Chair of the Education Council shall be by the Appointments Committee, with approval by the Board of Directors. The Chair of the Education Council shall be a voting member of the Board of Directors of the Society and shall be an Active Member of the Society. 

Section 4. Clinical Practice Council
The Clinical Practice Council shall consist of four (4) or more members, approved by the Board of Directors, and elected by the membership at the Annual Business Meeting.   Active, Senior, Associate, Affiliate and International Members are eligible to serve on the Clinical Practice Council.  Election of members and Chair of the Clinical Practice Council shall be by the Appointments Committee, with approval by the Board of Directors. The Chair of the Clinical Practice Council shall be a voting member of the Board of Directors of the Society and shall be an Active Member of the Society.

ARTICLE VIII. Committees

Section 1. Nominating Committee
The Nominating Committee shall recommend nominees for Society officers.
The Nominating Committee shall consist of five (5) members who shall serve for one year.  The members will include the following:
1. The two (2) most recent surviving and available Past-Presidents, the more senior of whom shall serve as Chair of the committee.
2. One (1) member elected annually from and by the eleven (11) representatives of the regional and national vascular societies serving on the Board of Directors. For the purpose of this election, fifty (50) percent of these representatives constitute a quorum. A simple majority of votes shall be necessary to elect the representative to the Nominating Committee. The name of the elected representative of the regional and national vascular societies serving on the Board of Director to the Nominating Committee shall be transmitted to the Secretary no later than January 31.
3. One (1) member elected annually by the five (5) representatives of the Councils seated on the Board of Directors. The elected member to the Nominating Committee can be any member of the four councils and is not limited to those members of the councils serving on the Society Board of Directors. The name of the elected at large member to the Nominating Committee shall be transmitted to the Secretary no later than January 31.
4. One (1) member at large elected from the Society membership and who is not serving currently on the Board of the Directors or on one of the councils of the Society. This member shall be elected as follows. The Secretary shall send out a call for nominations to the SVS membership during the preceding year election cycle.  Those members in good standing for ten (10) years or more and interested in serving on the Nominating Committee shall submit their names to the Secretary no later than September 30.  The Secretary shall send the list of nominees to the membership for their vote no later than October 31.  All votes received by November 30 shall be considered valid.  The nominee who obtains the highest number of votes shall serve on the Nominating Committee. If two or more nominees receive the same highest number of votes, the Nominating Committee shall choose one of those top vote getters to serve on the Nominating Committee. The name of the elected at large member to the Nominating Committee shall be transmitted to the Secretary no later than January 31.

Section 2. Appointments Committee
The Appointments Committee shall be constituted of the president, president-elect, and vice president and shall be chaired by the president-elect.

The Appointments Committee shall solicit volunteers from among the Society’s members for vacancies on committees and councils.  The Committee shall review and evaluate candidates and shall make appointments to the Education and Clinical Practice Council and to all committees.  Appointments to the Education and Clinical Practice Councils are subject to approval by the Board of Directors and election by the membership at the Annual Business Meeting.  Appointments to the Research Council are made by the Fellows Council.
 
Section 3. Membership Committee
The Membership Committee shall consist of four (4) Active members, with one member appointed annually for a four-year term. The Secretary of the Society shall serve as an ex-officio member on this Committee. Members shall be appointed by the Appointments Committee and approved by the Board of Directors.
The Membership Committee shall review and evaluate all applications for membership in the Society, including active, international, associate, affiliate and senior members; and report its recommendations for membership to the Board of Directors for approval. The Chair of this Committee or his or her designee shall present the names of approved applicants for consideration for election by the Society membership at its Annual Business Meeting.

Section 4. Professional Conduct Committee
The Professional Conduct Committee shall consist of three (3) to five (5) active members approved by the Board of Directors.  Members shall be appointed by the Appointments Committee and approved by the Board of Directors.

The Committee shall be responsible for impartially investigating charges of unprofessional conduct brought by members against other members, and recommending disciplinary actions, when appropriate, to the Board of Directors.

Section 5. Other Committees
The Board of Directors may establish other committees, as it deems advisable. Each such committee shall consist of such persons and shall have such duties and powers as may be designated by the Board of Directors upon establishment of the committee or from time to time thereafter. Unless otherwise provided by the Board of Directors, the Appointments Committee shall appoint the members of each of these committees.

ARTICLE IX. Meetings

Section 1. Annual Scientific Meeting
The Society shall hold an annual scientific meeting, or more often if so voted by the Board of Directors. The Board of Directors shall determine the location and dates of the meeting.

Section 2. Annual Business Meeting
All  categories of members may attend the annual business meeting; Active and Senior members may vote. The time, place, duration, and procedure of the Annual Business Meeting shall be determined by the Board of Directors. At least fifty (50) Active or Senior members in good standing present in person shall constitute a quorum at a business meeting of the Society. Special meetings of the Society may be called at any time by the Board of Directors, and must be called when requested in writing by fifty (50) Active or Senior members of the Society in good standing. Notice of any annual or special business meeting of the Society shall be given to each member of the Society not less than thirty (30), nor more than sixty (60) days prior to the meeting by written or printed notice delivered personally or by postal mail or electronic mail, by or at the direction of the Board of Directors. Such notice shall state the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes thereof. Any member may waive notice of any meeting. A simple majority of votes cast by active and senior members present and voting at a duly called business meeting at which a quorum is present shall be necessary and sufficient for the adoption of any matter voted upon by the members, unless a greater proportion is required by an applicable statute, the Articles of Incorporation, or these Bylaws. Members may not cast their votes by proxy.
 
Section 3. Board of Directors Meetings.
The Board of Directors shall meet before the Annual Business Meeting of the Society at a time and place designated by the President and on at least one other occasion during the year.

ARTICLE X. Fees and Dues

Section 1. Fiscal Year

The fiscal year of the Society shall be determined by the Board of Directors.
 
Section 2. Determination of Dues
Annual dues for Active, Senior, Associate, Affiliate, Honorary, International and Candidate Members shall be determined by the Board of Directors. Bills for annual dues shall be rendered by the Treasurer at annual dates set by the Board of Directors.
 
Section 3. Delinquent Dues
A member of the Society shall be deemed delinquent if his/her dues are not paid for one (1) year. He/she shall be notified of that fact by the Treasurer by registered letter which shall contain a copy of this section (Article X, Section 3) of these Bylaws. After ninety (90) days of delinquency in payment of dues, a member may be dropped from the membership roster by action of the Board of Directors. A delinquent member may be reinstated with full privileges, upon payment of his/her arrears, by action of the Board of Directors.

ARTICLE XI. Resignations and Discipline

Section 1. Resignations

Any member may resign by written notification to the Secretary.
 
Section 2. Discipline
The administration of matters of discipline shall be the duty of the Board of Directors. Charges of unprofessional conduct against any member may be presented in writing to the Board of Directors that shall act upon them no later than the next scheduled meeting. Notice that the Board of Directors shall be acting upon a charge of unprofessional conduct against the member shall be provided to the member at least thirty (30) days prior to the date of such meeting, at which meeting the accused member shall have the right to appear, and to hear and answer the charges brought against him/her. If the charges of unprofessional conduct are supported by a majority vote of the members of the Board of Directors who are present and voting, the Board of Directors may censure, suspend for a definite time or withdraw membership in the Society.

Any member who may feel aggrieved by the action of the Board of Directors shall have the right to appeal to the SVS membership at the time of the Annual Meeting.

ARTICLE XII. Rules of Order

Any question of order not addressed by these Bylaws shall be determined by parliamentary usage as contained in the most recent edition of Robert's Rules of Order.

ARTICLE XIII. Indemnification of Directors and Officers

Section 1. Indemnification.
To the full extent permitted by, and in accordance with the procedure prescribed in the General Not for Profit Corporation Act of Illinois, the Society shall indemnify any and all of the members of the Board of Directors (which members shall hereinafter in this Article be referred to as "directors") and any and all of the officers, employees, agents and representatives of the Society for certain expenses and other amounts paid in connection with legal proceedings in which any such persons become involved by reason of their serving in any such capacity for the Society.
 
Section 2. Liability Insurance
Upon specific authorization by the Board of Directors, the Society may purchase and maintain insurance on behalf of any or all directors, officers, employees, agents, or representatives of the Society against any liability asserted against any such person and incurred in any such capacity, or arising out of the status of serving in any such capacity, whether or not the Society would have the power to indemnify them against such liability under the provisions of Section 1 of this Article.

ARTICLE XIV. Amending the Bylaws

Section 1. Proposed Changes.
A proposal to amend the Articles of Incorporation or these Bylaws must be made in writing, signed by at least twenty-five (25) Active Members and presented to the Secretary at least three (3) months before the Annual Business Meeting of the Society’s membership. The Board of Directors, by majority vote, may propose Bylaws amendments. The Secretary shall disseminate the proposed amendments at least thirty (30) days before the Annual Business Meeting to all members, accompanied by specific notice that such amendments shall be voted upon at that session.
 
Section 2. Voting
Adoption of any proposed Bylaws amendment shall require a two-thirds (2/3) majority vote of the members present and voting at an Annual Business Meeting.

These Bylaws were approved as amended by the SVS membership June 2013.

Updated June 2013

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Society for Vascular Surgery
633 North Saint Clair Street, 22nd Floor | Chicago, IL 60611
Phone: 312-334-2300 | 800-258-7188
Fax: 312-334-2320
Email: vascular@vascularsociety.org

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