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 Bylaws

Constitution

ARTICLE I
Name 
The name of this organization shall be the New England Society for Vascular Surgery, Incorporated.  

ARTICLE II
Objectives
The objectives of this Society shall be:

a. To aid and encourage high quality and effective postgraduate education in vascular surgery in the
    New England area,
b. To enhance the exchange of ideas through regular scientific meetings and,
c. To contribute to the improvement of diagnosis and treatment of patients with peripheral vascular
    disease. 

ARTICLE III
Membership
 
Section 1. The membership of this Society shall be limited to surgeons who are certified by the American Board of Surgery.  Credentials shall indicate an acceptable commitment and competence in clinical practice or research in vascular surgery, exclusive of cardiothoracic surgery. 
 
Section 2. There shall be four types of members:  Active, Senior, Honorary and Inactive.  Application for membership shall be through the Secretary.  Admission to membership in the Society shall be by election by the members. 
 
Section 3. The active membership shall consist of the original charter members and of all members subsequently elected until they are retired to senior membership, as specified in Section 4 of this Article. 
 
Section 4. Senior members shall consist of active members who have reached the age of 65 years or whom for reasons of health or other just cause, the Executive Council recommends for classification in this category.  Members advancing to Senior Membership will be notified by the Secretary prior to the annual meeting the year of their eligibility. They shall not be required to pay dues. 
 
Section 5. Honorary members of the Society shall consist of individuals who have made outstanding contributions in the field of vascular disease.  They shall have no voting privileges, may not hold office nor be required to pay dues. 
 
Section 6. Inactive members of the Society shall consist of Active or Senior members who have left the New England area.  They shall have no voting privileges, may not hold office nor be required to pay dues. 
 
Section 7. All members of the Society, to remain in good standing, must abide by the rules and regulations as set forth in the Constitution and By-Laws. 
 
Section 8. Any member who has complied with all the requirements of the Constitution and By-Laws during membership may resign by written notification to the Secretary. 
 
Section 9. The administration of matters of discipline shall be the duty of the Executive Council.
 
ARTICLE IV
Officers 
 
Section 1. The Officers of the Society shall consist of a President, President-Elect, Vice President, Secretary, Treasurer, Recorder, three Councilors-at-Large, all to be elected as provided by the By-Laws.  These nine together with the three available immediate past presidents and the chairs of the standing committees and the delegate to the SVS shall constitute the Executive Council. 
 
Section 2. All Officers shall be elected at the annual business meeting of the Society.  The term of office shall be one year each, except for the Councilors-at-Large, who shall serve an overlapping term of three years.  The Nominating Committee shall prepare a slate of candidates for each office.  The Secretary, Treasurer and Recorder shall be eligible for re-election. 
 
Section 3. Vacancies shall be filled as prescribed in the By-Laws.
 
ARTICLE V
Standing Committees


Section 1.
The Standing Committees shall be: 1. Membership Committee 2. Program Committee 3. Issues Committee 4. Student/Resident Initiative Committee


ARTICLE VI

Meetings
The time, place and procedure of the meetings shall be determined by the Executive Council.

 
ARTICLE VII
Seal

The Society shall make, have and use a seal bearing such devise and description as the Society shall deem proper, as well as the name of the organization.

ARTICLE VIII
Alterations and Repeal
All motions to alter or repeal any article of this Constitution or any portion thereof must be made in writing, signed by three members of the Society in good standing and delivered to the Secretary three months prior to the annual business meeting.  The Secretary shall circulate the proposed amendment to the entire membership at least thirty days before the meeting.  Adoption of the proposed change shall be by a three-fourths affirmative vote of the members present at the annual business meeting.

 

Bylaws

ARTICLE I
Officers

Section 1. The President-Elect, Vice President, Secretary, Treasurer, Recorder and Councilors-at-Large shall be nominated for office by the Nominating Committee and shall be elected at the annual business meeting of the Society by a majority vote of those present and voting.  They shall hold office from the termination of the annual business meeting at which they are elected until the termination of the next annual meeting when their successors are elected.  Vacancies in any of the offices shall be filled for the unexpired term by a member appointed by the Executive Council. 

Section 2. The President of the Society shall preside at the Scientific and Business Sessions of the Society and the Executive Council, preserve order, regulate debates, announce the results of the election, appoint committees not otherwise provided for, sign certificates of membership and perform all other duties legitimately appertaining to the office. 

Section 3.  The Vice President, in the absence or incapacity of the President, shall perform all duties customarily pertaining to the office. 

Section 4. In the absence of both the President and Vice-President, the chair shall be taken by the President-Elect.  The President-Elect will appoint members to the standing committees and the delegate to the SVS prior to the annual meeting of the Society.  Appointments will become effective following the annual business meeting. 

Section 5. The Secretary shall keep the minutes of the meetings of the Society and the Executive Council; attest to all official acts requiring certification; notify officers and members of their election; keep in custody the seal of the Society and affix it to all documents as the Society may direct; conduct correspondence; take charge of all papers not otherwise provided for.  The Secretary shall have charge of the routine business of the Society and may utilize such assistance in carrying on the business of the Society as may be authorized by the Executive Council.  The Secretary will keep an accurate list of the members and of their records and shall be ex-officio on all the standing committees, except on the Nominating Committee, and on all the special committees as may be created.  At least four weeks prior to the annual business meeting the Secretary will issue to all members of the Society an agenda of the forthcoming meetings and such documents as shall be distributed to the membership prior to the meeting.  The Secretary will compile a written report to be read at the annual business session of the Society, in which shall be included the list of candidates proposed for membership, as approved by the Executive Council. 

Section 6. The Treasurer shall receive all monies and funds belonging to the Society and pay all bills, render bills for dues and assessments as soon as possible after the annual business meeting, and report to the Executive Council at each annual meeting the names of members in arrears with dues.  The Treasurer shall present an annual report for audit, and be responsible for all correspondence incident to the treasury of the Society.  The Treasurer shall keep a cash book and bank account in the name of the Society. 

Section 7. The Recorder shall receive all manuscripts, or abstracts, and reports of discussion of papers presented before the Society or read by title in compliance with instructions of the Executive Council.  The Recorder shall be an ex-officio member of the Program Committee.

Section 8. The Liaison Delegate to the SVS shall be the Secretary of the Society and shall serve a three year term.  Upon completion of the Secretary’s term, the Liaison Delegate shall be a Past-President as determined by the Executive Council and shall serve a three year term.  In the absence or incapacity of the Liaison, the Secretary or a Past-President will serve the remainder of the term.

ARTICLE II
The Executive Council

Section 1. The Executive Council shall be composed of the officers of the Society, three Councilors-at-Large, and three available immediate past presidents, the Chairs of the standing committees, and the delegate to the SVS. 

Section 2. The President of the Society shall serve as Chair of the Executive Council and the Secretary of the Society as its Secretary. 

Section 3. Stated meetings of the Executive Council shall be held at the call of the President of the Society. 

Section 4. There shall be a spring meeting of the Executive Council, the time and place to be determined by the President.  A fall meeting of the Executive Council shall immediately precede the annual scientific meeting and business sessions of the membership.  The agenda shall be developed by the Secretary. 

Section 5. A majority of the members of the Executive Council shall constitute a quorum for the transaction of business. 

Section 6. In the interim, the President and Secretary shall have executive power in order to ensure the execution of all the measures required for the efficient conduct of the Society.

ARTICLE III
Committees
 
Section 1. The standing committees of the Society shall consist of the Membership Committee, Program Committee Issues Committee and the Student/Resident Initiative Committee. 

Section 2. The Membership Committee shall consist of six members representing each of the New England states.  The President shall appoint a new member of the Membership Committee each year for a six-year term and designate the most senior member in service as Chair annually. 

Section 3. The Program Committee shall consist of five members who shall be appointed by the President to serve terms of five years each.  The senior member in terms of service on this committee shall be the Chair. 

Section 4. The Issues Committee shall consist of three members to serve a three-year term, with senior member on the committee serving as the Chairman.  One member shall be appointed by the President each year for a three year term.  It shall be the function of the Issues Committee to advise and to make recommendations to the Executive Council on matters of interest and concern to the membership.  It shall also have the responsibility to address issues with the concurrence of the Executive Council.  In carrying out its responsibilities, the Issues Committee shall communicate on a regular basis with the membership of the Society to ascertain issues of importance to the members.  It shall provide a report to be delivered at the annual meeting of the Society concerning matters with which it has been dealing.  The Committee may deal with any matters of interest to the membership, including professional, clinical, educational, or research issues. 

Section 5. The Student/Resident Initiative Committee shall consist of four members from the Executive Council.  The Vice-President shall be the Chair, and the three Councilors-at-Large shall serve for the length of their terms.  The Committee Chair may appoint three ad-hoc members to represent Medical Student, Surgical Resident and Vascular Fellows interests.  The Committee will serve to coordinate efforts with the SVS Students, Residents and Trainees Initiatives. The committee will be responsible for educational programs and mentoring for trainees in keeping with the Objectives of the Society.
Section 6. The Auditing Committee, which is not a standing committee, shall consist of two members appointed by the President on the day of the annual business meeting from those present.  The Treasurer shall submit a final report of the financial affairs of the Society for the preceding fiscal year to the Auditing Committee by March 1st.  The auditors shall submit their report to the Secretary to be read at the spring meeting of the Executive Council.  

Section 7. The Nominating Committee, which is not a standing committee, shall consist of the three available past Presidents with the most senior in terms of holding office serving as Chair.  Its function shall be to prepare a slate of officers and councilors-at-large no later than one month before the annual meeting.  This slate shall be presented at a meeting of the Executive Council and subsequently to the membership at the annual executive session of the Society. 

Section 8. Any vacancies occurring in the above committees shall be filled by appointment by the President, and the appointee shall serve until the next annual business meeting of the Society.

ARTICLE IV
Election of Members
 
Section 1. Applications for active membership shall be available only by request of a member and shall be provided by the Secretary. 

Section 2. To be eligible for active membership the candidate shall have achieved distinction in a peripheral vascular field by meritorious contributions to the knowledge of vascular disease, or by certification in general vascular surgery, or by excellence in and commitment to vascular surgery practice.  Candidates must have resided in New England for at least one year prior to the annual meeting at which their application will be acted upon.   Applicants must be certified by the American Board of Surgery.  Applicants who reside outside the new England states may be considered for active membership if they demonstrate interest in the Society by attendance and participation, provided such members do not exceed 10% of the total active membership. 

Section 3. Application forms presenting the curriculum vitae of the candidate and signed by the candidate, two endorsers and a sponsor shall be in the hands of the Secretary by February 15 of the year in which it is desired that the candidate shall be considered for election.  Applications should be supported by letters from the sponsor and each endorser, and reprints of appropriate publications of the applicant. 

Section 4. The Secretary shall send to the Chairman of the Membership Committee these applications with all pertinent data including the supporting letters and reprints by March 1 prior to the spring meeting of the Executive Council in the calendar year of the annual meeting at which they will be acted upon..  The Membership Committee shall review the professional qualifications of the candidates.  An additional letter shall be forwarded to the Secretary from the candidate's sponsors for each year that the application remains active. 

Section 5. A list of candidates with the data concerning them shall be circulated by the Secretary to all members of the Society at least one month before the annual business meeting. 

Section 6. The names of the candidates recommended by the Executive Council for election shall be submitted by the Secretary to the membership in his annual report to the executive session of the Society. 

Section 7. Election to membership shall be by secret ballot, by a three-fourths affirmative vote of the membership present and voting at the annual business meeting. 

Section 8. A candidate who fails at one meeting may be presented to the membership at the next two annual business sessions of the Society.  If a candidate fails election a third time, the application shall be dropped from the list of applications for membership.  Such candidate's application may be resubmitted after an interval of two years. 

Section 9. Senior Membership.  Any active member who has reached the age of 65 will be advanced to Senior Membership and will be notified by the Secretary prior to the annual meeting the year of  their eligibility.  Senior members shall not be required to pay dues. 

Section 10. Honorary Membership shall be reserved for such distinguished persons who have achieved prominence in the field of peripheral vascular disease.  Such honorary membership must be conferred in person at a duly constituted meeting of this Society. 

Section 11. Inactive membership shall be reserved for active or senior members who have left the New England area permanently. 

Section 12. The Secretary shall furnish any newly elected members an official notification of election, a copy of the Constitution and By-Laws of the Society, and a certificate of membership. 

Section 13. The certificate of membership shall be signed by the President and the Secretary in office at the time of election and shall bear the seal of the Society.

ARTICLE V
Nomination and Election of Officers
 
Section 1. Officers of the Society shall be nominated by the Nominating Committee, which shall present a slate to the Executive Council at its annual meeting and to the members at the annual business meeting.  The Councilors-at-Large shall be similarly nominated. 

Section 2. Additional nominations may be made from the floor at the annual business session each year. 

Section 3. The election shall take place at the business meeting. 

Section 4. The election shall be by a majority of the votes cast.

ARTICLE VI
Meetings

 
Section 1. The meetings of the Society shall be held at a time and place to be designated by the Executive Council.  One such meeting shall be designated as the annual business meeting of the Society. 

Section 2. Attendance at the meetings and participation in the scientific program shall be expected of all active members and shall be optional for senior and honorary members.  Except for charter members, any active member who fails to attend three consecutive meetings of the Society without an acceptable explanation of his absence made in writing to the Secretary of the Society may be dropped from membership in the Society by a vote of the Executive Council at its subsequent meeting.  The member may be reinstated by a vote of the Executive Council.  Active members shall receive a warning letter from the Secretary, following two unexcused consecutive absences. 

Section 3. The Executive Council shall meet before the annual meeting of the Society at a time and place designated by the President. 

Section 4.  An eminent investigator or surgeon in a field related to vascular surgery or allied sciences will be invited to give a lecture at the annual meeting of the Society.  The name of the lectureship is the New England Society for Vascular Surgery Distinguished Lecture.  The selection of the lecturer is to be made by the President with the approval of the Executive Council.  An outstanding leader in a field related to vascular surgery from the New England area, will be invited to give a guest lecture at the annual meeting of the Society.  The lecturer can be a member of the Society.  The lecturer will be selected by a nominating committee composed of the President, Secretary and the Chair of the Program Committee.  The title of the lectureship is the Robert R. Linton Distinguished Address.  The lecturer will be honored with a suitably inscribed certificate. 

Section 5. Special meetings of the Society may be called at any time by the President.  The President may call a special meeting whenever he is requested to do so in writing by ten members of the Society in good standing.
 
ARTICLE VII
Invited Guests
 
Section 1. Any member of the Society may invite one or more guests to attend the scientific sessions of the Society. 

Section 2. Invited guests shall be given the privilege of the floor by the President, but shall not be present at the business sessions of the Society.

ARTICLE VIII
Fees and Dues
 
Section 1. The fiscal year of the Society shall date from January 1st of each year. 

Section 2. Annual dues for active members and other necessary assessments for the maintenance of the Society shall be set by the Executive Council. 

Section 3. Senior, honorary and inactive members shall be exempt from all dues. 

Section 4. Bills shall be rendered by the Treasurer within one month after the date of the annual business meeting and shall be payable within one month. 

Section 5. Any member of the Society shall be deemed delinquent if dues are not paid for one year.  The member shall be notified of the fact by the Treasurer by registered letter that will contain this section of the By-Laws.  After one year of delinquency in payment of dues, the member shall be dropped from membership by election of the Executive Council.  The delinquent member may be reinstated with full privileges, upon payment of past dues, by action of the Executive Council.
 
ARTICLE IX
Order of Business
 
Section 1. The order of business at the annual business meeting of the Society shall be as follows:  a. Reading of minutes of the last annual meeting b. Report of the Secretary c. Report of the Treasurer d. Reports of Standing and Special Committees e. Report of the President f. Unfinished Business g. Deaths h. New Business i. Report of the Membership Committee j. Election of New Members k. Report of the Nominating Committee l. Election of Officers m. Adjournment
 
ARTICLE X
Resignations and Discipline

Section 1. Any member who has complied with all the requirements of the Constitution and By-Laws during his membership may resign by written notification to the Secretary.  Resignations may be accepted at any annual meeting of the Society by a majority vote of the members. 

Section 2. The administration and management of discipline shall be the duty of the Executive Council.  Charges of unprofessional or unethical conduct against any member of the Society must be proffered in writing, be signed by three members of the Executive Council, and be acted upon within one year.  The accused member shall have the right to appear, to hear and answer the charges.  If the vote of the Executive Council is not decisive, the charges may be dropped or may be presented by the Secretary to the Society for action at the annual business meeting.  A three-fourths affirmative vote of the members present shall be required for expulsion.
 
ARTICLE XI
Rules of Order
 
Section 1. Any question of order not provided by these By-Laws shall be determined by parliamentary usage as contained under Robert's RULES OF ORDER (revised).

ARTICLE XII
Amendments
 
Section 1. Proposal for amendments.  The articles or portions thereof of these By-Laws shall be made in writing, signed by three active members and presented to the Secretary at least three months before the annual meeting of the Society.  The Secretary shall mail all proposals of amendments at least thirty days before the meeting to all the members who shall be specifically advised that such amendments shall be voted on. 

Section 2. Adoption of the proposed amendments shall be by a three-fourths affirmative vote of the members present and voting at the annual business meeting.