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Home > About SVS > Bylaws

SVS Bylaws 

ARTICLE I. Name

The name of this Corporation is The Society for Vascular Surgery (hereinafter the "Society"). It represents a merger 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 continue to carry out the activities formerly conducted by both the Society for Vascular Surgery and the American Association for Vascular Surgery.

b. To be a strong advocate for its members in all areas of vascular surgery and endovascular surgery.

c. To improve the diagnosis and management of patients with vascular disease.

d. To clearly define the role of surgery, endovascular surgery and medical management in the treatment and prevention of these diseases.

e. To promote clinical and basic research in vascular disease.

f. To promote the 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.

g. To provide education for vascular surgeons in new science, surgical techniques and practice, through an annual scientific meeting and other educational media.

h. 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.

i. To disseminate information to patients and the public on all aspects of vascular disease and health.

j. To develop special training for surgeons interested vascular surgery.

k. To standardize the nomenclature and reporting of vascular diseases, and to develop appropriate position statements and practice guidelines.

l. To address social, economic, ethical and legal issues that relate to vascular surgery.

m. To further the development of vascular surgery as an independent specialty.

ARTICLE III. Membership

Section 1. Categories.

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

Section 2. Candidate Membership.

Candidate membership may be granted to physicians who are currently enrolled or accepted into accredited vascular surgery residency training programs in the United States or Canada. Application forms for Candidate Membership will be provided by the Secretary. A completed application must be accompanied by a letter from the Program Director of an accredited vascular surgery residency program certifying the applicant’s status. Admission to Candidate Membership will be through administrative action by the Secretary of the Society after determining that an applicant has satisfied the applicable requirements. Candidate Members will have such rights and obligations as may be approved from time to time by the Board of Directors of the Society, but will not attend the Annual Business Meeting nor be permitted to vote on Society business. The term of Candidate Members will be limited to a maximum of one year after completion of their vascular residency program or subsequent continuous academic or clinical training, after which they are encouraged to apply for Active Membership. 

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. Successful completion of an ACGME-approved or the Royal College of Physicians and Surgeons of Canada approved vascular surgery training or their equivalent in the United States or Canada.

2. Certification in Vascular Surgery from the United States or Canada.

3. Surgeons whose clinical practice is dedicated primarily to vascular surgery, as demonstrated by contributions to vascular education and/or research, membership in the American College of Surgeons, or participation in regional or local vascular societies.

The applicant should indicate to his/her sponsors and on the application form that he/she will participate in the affairs of the Society by attendance at meetings and by submission of scientific papers and/or discussion of papers. 

Application Process

A prospective applicant for Active Membership must complete an application form that will be provided by the Secretary and submit it at least four (4) months prior to the annual business meeting of the Society. He/she must be sponsored by two (2) Active Members of the Society who will provide supporting information in the form of letters.  When SVS members are not available in the community to provide letters of support, letters can be obtained from physicians in leadership positions in institutions where the applicant is in the practice of vascular surgery.  For those applicants who have just completed approved vascular surgery training, a letter from the training program director attesting to the successful completion of training should be included with the application in lieu of sponsorship letters from two Active Members.  Completed applications, including letters of sponsorship, will be forwarded to the Membership Committee for review and comment at least one month before the next Annual Business Meeting of the Society. 

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 will 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 will 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 must be submitted and include a new completed application form and two new letters of sponsorship, as described above.

Section 4. Senior Membership

An Active Member shall automatically become a Senior Member upon notifying SVS of full retirement from the practice of vascular surgery, or other just cause by recommendation of the Board of Directors. 

Section 5. Associates

Eligibility

The Associates category is available to non-surgeon physicians who have a demonstrated active interest in the field of vascular disease.   This active interest may be demonstrated by certification in the applicant’s own specialty, 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. 

Application Process

A prospective applicant for Associates must complete an application form that will be provided by the Secretary and submit it at least four (4) months prior to the annual business meeting of the Society.  He/she must be sponsored by two (2) Active Members who will provide supporting information in the form of letters.  Completed applications, including letters of sponsorship, will be forwarded to the Membership Committee for review and comment at least one month before the next Annual Business Meeting of the Society.

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 will 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 will 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 must be submitted and include a new completed application form and two new letters of sponsorship, as described above.

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, scientists at the doctoral level conducting vascular research, vascular nurses, vascular technologists, and physician assistants.

Application Process

A prospective applicant for Affiliates must complete an application form that will be provided by the Secretary and submit it at least four (4) months prior to the annual business meeting of the Society.  He/she must be sponsored by two (2) Active Members who will provide supporting information in the form of letters.  Completed applications, including letters of sponsorship, will be forwarded to the Membership Committee for review and comment at least one month before the next Annual Business Meeting of the Society.

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 will 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 will 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 must be submitted and include a new completed application form and two new letters of sponsorship, as described above.

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. Honorary Members shall be proposed by the Fellows Council and shall be elected by a majority of the members present and voting at the Annual Business Meeting. 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, by one of its three criteria, and who do not reside in the United States or Canada.

Application Process

A prospective applicant for International Membership must complete an application form that will be provided by the Secretary and submit it prior to a deadline announced by the Society. He/she must be sponsored by two (2) Active Members of the SVS who will provide supporting information in the form of letters.  However, this requirement can be waived in situations where active or other international SVS members are not available in the applicant community to provide supporting information letters.  In these situations, the international applicant must be a member of the recognized vascular society for his or her country, and the SVS membership committee may consider substitution of a letter from the international applicant’s home society as an alternative to SVS members support letters.  The home society letter would attest to membership in good standing in the society and would summarize the applicant’s qualifications for SVS membership. Completed applications, including letters of sponsorship, will be forwarded to the Membership Committee for review and comment 30-day prior to the next Annual Business Meeting of the Society.

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 will 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 will 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 must be submitted and include a new completed application form and two new letters of sponsorship, as described above.

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 By-Laws 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 from time to time by the Board of Directors.

ARTICLE IV. 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 Corresponding Members of the Society may apply for this designation. Honorary Members automatically receive the designation of Distinguished Fellow.

Section 2. Application and Election.

An application form for Fellowship shall be provided by the Secretary and must be submitted at least four (4) months prior to the annual scientific meeting of the Society. Each applicant must be sponsored by three (3) Fellows who shall provide supporting information in the form of letters. 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, Treasurer, and Recorder.

b. Representatives from Councils: Chair and Vice-Chair of the Fellows Council, and Chairs of the Research, Education, and Clinical Practice Councils.

c. Representatives from the following 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.

d. Executive Director of the Society (non-voting).

Society representatives from other 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 above 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 By-Laws.

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 By-Laws.

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 By-Laws. The President or Chair 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 when all of the directors in question have executed the consent, unless the consent specifies a different effective date. 

Section 7. Executive Committee.

Membership

Each newly constituted Board of Directors may, in its discretion, by the affirmative vote of at least a majority of all of the directors, create an Executive Committee of the Board. However, whenever such an Executive Committee is so created by the Board, the Executive Committee must consist of the following eight (8) voting members: President, Immediate Past-President, President-Elect, Vice President, Secretary, Treasurer, Recorder, Chair of the Fellows Council, and a Member at Large elected annually by the representatives of the other 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 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. 

Responsibilities

To the extent authorized by the Board of Directors, the Executive Committee may 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 By-Laws 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 societies, in accordance with the rules of these 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 By-Laws. 

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, Treasurer, and Recorder.

Section 1. Eligibility for Office

Members eligible for the offices of the 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, Treasurer, or Recorder must 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, 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, Treasurer, and Recorder 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. 

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 President-Elect, Vice President, Secretary, Treasurer, and Recorder.  A member nominated to any of these positions must be a member in good standing of the Society for 10 years or more and who have served on a committee, council, or the Board of Directors of the Society. 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 officers positions if their maximum term of office is not completed; this applies only to those members serving in the positions of Secretary, Treasurer, and Recorder since the President-Elect accedes automatically to the President position and the Vice-President term is limited only to one year term. 

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 are submitted to the membership for election to an office, 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 will 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; appointing committee members not otherwise provided for in these By-Laws; 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. 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. 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 By-Laws. 

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. 

Section 9. Recorder

The Recorder shall exercise oversight for all aspects of the annual meeting as chair the Program Committee and shall supervise the process for submission and selection of abstracts, solicitation of invited papers and submission of manuscripts presented at the Scientific Sessions for publication.

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 for coordination of committee activities. Certain Society representatives may also report to these Councils as determined by the Board of Directors. Members of committees reporting to a Council can be appointed as ex-officio members of that supervising Council. 

Section 1. Fellows Council

Membership

The Fellows Council shall consist of four Fellows, each serving a 4-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 Fellowship, review applications for Fellowship, and recommend candidates for election at the annual 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.  To fill vacancies on the Research Council, the Fellows Council shall consider the names of SVS members willing to serve on the Research Council. Each member of the Research Council is elected by the Fellows Council for one year renewable annually up to a total of three (3) years after consultation with the Chair of 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.  This appointment is for one year renewable up to a total of two (2) years. Therefore, an individual may serve up to five (5) years on the Research Council.  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.  The President or a representative of the Association of Program Directors in Vascular Surgery shall be an additional ex-officio member of this Council. Election of members and Chair of the Education Council shall be determined by Article VII, Section 5. The Chair of the Education Council shall be a voting member of the Board of Directors 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 determined by Article VII, Section 5. The Chair of the Clinical Practice Council shall be a voting member of the Board of Directors of the Society.

Section 5. Election of Members and Chairs of the Education and Clinical Practice Councils

To fill vacancies or add members to the Education and Clinical Practice Councils, a group formed of the President, President-Elect, and Vice-President (the group), chaired by the President-Elect, shall consider the members of the Society willing to serve on the Education and Clinical Practice Councils. Each member of these two Councils is elected by the group for one year renewable annually up to a total of three (3) years by the group after consultation with the Chair of the respective Council. The Chair of each Council shall be appointed from among the Council's members or from members who have served on the Council  This appointment is for one year renewable up to a total of two (2) years.  Therefore, an individual may serve up to five (5) years on each of the Education and Clinical Practice Councils. Appointments shall be effective starting at the termination of the Annual Business Meeting.

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.

a. Membership

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 31.  The Secretary shall send the list of nominees to the membership for their vote no later than October 30.  All votes received by November 31 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. Membership Committee

The Membership Committee shall consist of four (4) Active members, with one member appointed annually for a 4-year term. The Secretary of the Society shall serve as an ex-officio member on this Committee. Election of members and the Chair of the Membership Committee shall be determined by Article VIII, Section 6.

The Membership Committee shall review and evaluate all applications for membership in the Society, including candidate, active, corresponding, 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 3. Program Committee

The Program Committee shall consist of six (6) Active members plus the Recorder. Two (2) new members shall be appointed each year for a 3-year term. The Recorder shall serve as the Chair of the Program Committee. Election of members of the Program Committee shall be determined by Article VIII, Section 6.

The Program Committee shall review the submitted abstracts for the annual scientific meeting and select the papers for the program, and manage other aspects of the annual meeting program as determined by the Board of Directors.

Section 4. Publications Committee

The Publications Committee shall consist of the Secretary, Treasurer, Recorder, Chair of the Fellows Council, and an ad hoc member appointed as determined by Article VIII, Section 6. The longest serving officer of the Society on the Committee shall chair the Committee.  If two or more officers have the same number of years of service on the Council, then the priority is given to the office held using the sequence stated above with the office of the Secretary given the highest priority.

The Publications Committee shall review the ongoing business affairs of the Journal of Vascular Surgery and any other print or electronic publications of the Society, including its website, to include receiving reports from the Editors and publisher and making recommendations to the Board of Directors on resource requirements, budgets and the status of operations. The Publications Committee shall direct the process of recruiting and interviewing prospective Editors and publishers when directed by the Board of Directors.

Section 5. Professional Conduct Committee

The Professional Conduct Committee shall consist of three (3) to five (5) active members approved by the Board of Directors.  Election of members and Chair of the Professional Conduct Committee shall be determined by

Article VIII, Section 6.

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 6. Appointment of Members and Chairs and Filling Vacancies on Committees

To fill vacancies or add members to the committees except for the Nominating Committee, a group formed of the President, President-Elect, and Vice-President (the group), chaired by the President-Elect, shall consider the members of the Society willing to serve on Committees of the Society. Each member of these Committees shall be elected by the group for one year renewable annually up to three years after consultation with the Chair of the respective Committee except if the tenure is otherwise determined in the description of each Committee. The group shall appoint one individual serving on a Committee or has served as a member of the respective Committee as its Chair except if otherwise determined in the description of each Committee.  This appointment is for one year renewable up to two years. Appointments shall be effective starting at the termination of the Annual Business Meeting. Active, Senior, Associate, Affiliate and International Members are eligible to serve Society committees. 

Section 7. 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 group formed of President, President-elect, and Vice-President 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, Senior and Honorary 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 By-Laws. 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, Affiliate, Honorary, Corresponding 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 By-Laws. After one (1) year 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 By-Laws 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 By-Laws

Section 1. Proposed Changes.

A proposal to amend the Articles of Incorporation or these By-Laws 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 By-Laws 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 By-Laws amendment shall require a two-thirds (2/3) majority vote of the members present and voting at an Annual Business Meeting.