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 Bylaws

MVSS CONSTITUTION AND BYLAWS (Amended September 2012)

CONSTITUTION

ARTICLE I – NAME

The name of this organization shall be the Midwestern Vascular Surgical Society.
 
ARTICLE II – OBJECTIVES
The objectives of this Society shall be: (1) The advancement of the art and science of vascular disease and (2) the maintenance of high standards for open surgery, endovascular interventions, and medical therapy of vascular disease.
 
ARTICLE III – MEMBERSHIP
1.  Membership of this Society shall be limited to physicians of good professional standing, who have a major interest and an active practice in vascular surgery and/or endovascular intervention, and who are certified by the American Board of Surgery in Vascular Surgery. In select cases, equivalent training may be substituted for formal certification.
2.  There shall be five types of Society Affiliations: Candidate, Associate, Active Members, Senior Members, and Honorary Members.
3.  The Candidate group shall consist of individuals who are in a Surgery residency training program or are currently in or have completed a Vascular Surgery residency  or fellowship training program.  Individuals who have completed an approved Vascular Surgery residency or fellowship may remain in the Candidate group as long as they are board eligible, but not yet certified.  Individuals in the Candidate Group shall have no voting privileges, are not eligible for election as officers and are not subject to assessment for dues.
4.  Active members shall consist of original charter members and all members subsequently elected until they become eligible for senior membership. The number of active members shall not be limited.
5.  Senior members shall consist of active members who have reached the age of 60 years. Senior members shall have all of the responsibilities and privileges of active members, excepting those regarding attendance at meetings.
6.  Honorary members shall consist of individuals who have made outstanding contributions to the discipline of  vascular surgery. They shall have no voting privileges, are not eligible for election as officers, and are not subject to assessment for dues.
7.  The Associate Group shall consist of allied health care professionals who have a major interest in vascular surgery and/or endovascular interventions.  This group may include vascular nurses, nurse practioners, registered vascular technologists and physician assistants.  Individuals in the Associate Group shall have no voting privileges and are not eligible for election as officers.
 
ARTICLE IV – MEETING
An annual assembly of the Society shall be held in accordance with the By-Laws.
 
ARTICLE V – OFFICERS, COUNCIL
1.  Officers of this Society shall consist of a President, a President-Elect, a Secretary, and a Treasurer, all to be elected as provided in the By-Laws.
2.  There shall be a Council of the Society consisting of the President, President-Elect, Secretary, Treasurer, Immediate Past President, and three Councilors at-large.
 
ARTICLE VI – ALTERATIONS, REPEAL
The Society may alter or repeal any article of this constitution by a three/ fourths affirmative vote of the members present at the annual assembly, provided a copy of the proposed change has been delivered to each voting member in advance of the assembly meeting. 
 
BY-LAWS
 
ARTICLE I – ELECTION OF MEMBERS
1.  Physicians fulfilling constitutional membership requirements who practice in the states of Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota or Wisconsin may be eligible for active membership.
2.  Application forms for candidate membership shall be available to Vascular Surgery Program Directors and shall be provided by the Secretary. Completed application forms signed by the proposed Candidate and the proposed Candidate’s Vascular Surgery Fellowship or General Surgery Program Director shall be delivered to the Secretary. Completed applications shall be reviewed by the Membership Committee, which has the right to accept or reject any application for inclusion in the Society. Once approved by the Membership Committee, applicants will be members of the Candidate Group so that they may be invited to the Annual Meeting.  A member of the Candidate Group achieving certification in Vascular Surgery will be asked to become an Active Member..  The consideration  for Active Membership shall be submitted to the Secretary.  The member of the Candidate Group may then become an Active Member of the Society after approval of the Membership Committee and the Council.
3. Application forms for active membership or membership in the Associate Group shall be provided by the Secretary. Completed application forms signed by the applicant, one sponsor and one endorser shall be delivered to the Secretary.  Sponsors and endorsers shall be active members of the Society.  Completed applications shall be reviewed by the Membership Committee , which has the right to accept or reject any application for membership in the Society.  An applicant may then become a member of the Society or the Associate Group after approval of the Membership Committee and the Council.  Names of applicants recommended for membership by the Council shall be submitted to the membership at the annual assembly
4.  Candidates for honorary membership shall be proposed in writing to the Council through the Secretary. Candidates approved by the Council will be elected honorary members in accord with the same procedure regarding active membership.
5.  Members in good standing who subsequently take up practice in geographic areas other than the aforementioned states shall continue to be regarded as members of the Society.
6.  In unique circumstances, non-physician scientists from the aforementioned geographic area may be eligible for active membership.
 
ARTICLE II – OFFICERS, COUNCILORS
1.  The President and President-Elect of the Society shall be elected to terms of one year each. The Secretary and Treasurer shall be elected to a three-year term. The incoming and outgoing secretaries shall share duties for a period of six months.
2.  The President shall preside at council meetings and the annual assembly. The President shall appoint members to all standing and ad hoc committees, and shall serve as an ex-officio member of such. Successors to vacated offices of the Society shall be appointed by the President until the position is filled at the next annual assembly. The President shall have the power to appoint a representative to any organization that the president and council believe may be beneficial to the society.  The President shall prepare an address for the annual assembly of the Society.  
The President shall appoint a member to function as the Society’s representative to the American Association for Vascular Surgery, and a member to function as the Society’s representative to Advisory Board for the Society for Vascular Surgery, for terms not to exceed three years.  The President shall prepare an address for the annual assembly of the Society. 
3.  The President-Elect, in the absence or incapacity of the President, shall perform the duties of the President’s office. In the absence of the President-Elect and the President, the Chair shall be assumed by a President Pro-Tem, elected by such members of the Council as are present.
4.  The Secretary shall keep minutes of the meetings of the Society and the Council, receive and care for all records belonging to the Society, and conduct correspondence of the Society. This office will issue to all members a written report of the preceding year’s transactions to be read to the Council and membership at the annual assembly.
5.  The Treasurer shall receive all monies and funds belonging to the Society, pay all bills, render bills for dues and assessments and report to the Council and membership at the annual assembly meeting. The Treasurer will prepare an annual report for audit.
6.  Councilors at large shall be elected for three-year terms, with election of one counselor occurring annually so as to provide overlapping terms. The duties will be assigned by the President.
 
ARTICLE III – COMMITTEES
1.  Standing committees of the Society shall consist of the membership committee, the nominating committee (composed of the President, President-Elect, and the immediate Past-President), an auditing committee (composed of the Councilors), and a program committee.
2.  Other committees may be designated by the President with advice of the Council.
3.  All committees shall be chaired by a member appointed by the President with the advice of the Council. 
 
ARTICLE IV – MEETINGS
1.  An annual assembly of the Society shall be held at the time and place to be determined by the Council.
2.  During the annual assembly, there shall be an executive session of the membership. The business of the Society shall be conducted at this time. The report of the nominating committee shall be presented to the membership during the executive session. Nominations may be made from the floor. Officers of the Society and Councilors at-large shall be elected by majority vote of the active and senior membership during the executive session.
3.  Any active member who is absent from three consecutive annual assembly meetings without adequate explanation of this absence made in writing to the Secretary shall be dropped from the membership in the Society by vote of the Council. Membership may be reinstated by a vote of the Council.
4.  Members who have retired from active practice or have taken up practice in geographical areas other than those included in the Society boundaries are exempt from the attendance requirement in Article IV, Section 3.
5.  Any member of the Society may invite one or more guests to attend the annual assembly.
 
ARTICLE V – FEES, DUES
1.  Initiation fees, dues, and assessments shall be levied by the Council and approved by the membership at the annual assembly.
2.  Any member whose dues remain unpaid for a period of one year shall be dropped from membership, provided that notification of such a lapse be given at least three months prior to its effective date. The member may be reinstated following payment of the dues in arrears on approval of the Council.
3.  Senior members who have retired from active practice are exempt from dues by petition.
 
ARTICLE VI – RESIGNATIONS, EXPULSIONS
1.  Resignations of members otherwise in good standing shall be accepted by majority vote of the Council.
2.  Charges of unprofessional or unethical conduct against any member of the Society must be presented in writing and submitted to the Council. The Council’s concurrence or disallowance of the charges shall be presented to the membership at the annual assembly executive session. A three/fourths affirmative vote of the members present shall be required for expulsion.
 
ARTICLE VII – QUORUM
1.  For the transaction of business, the members present at any annual assembly shall constitute a quorum.
 
ARTICLE VIII – ALTERATIONS, REPEAL
The Council may by ¾ majority vote, pass resolutions, which clarify the above stated articles as long as the intent of said articles, is not substantially altered.  By-Laws may be altered or repealed at the annual assembly by a two/ thirds affirmative vote of the members present.
 
ARTICLE IX – PROCEDURE
Proceedings of the Society shall be conducted under Roberts’ Rules of Order.
 
Amended
Annual Meeting
September 2012