SOUTHERN CALIFORNIA VASCULAR SURGICAL SOCIETY CONSTITUTION
ARTICLE I – ORGANIZATION NAME
The name of this organization shall be the SOUTHERN CALIFORNIA VASCULAR SURGICAL SOCIETY and shall be referred to as “The Society” from here on.
ARTICLE II – OBJECTIVES
The Southern California Vascular Surgery Society is committed to increasing diversity in the practice of vascular surgery, eradicating disparity, and creating an equitable environment where surgeons and trainees of all backgrounds are valued and welcomed.
1. The objectives of The Society shall be (1) to improve the standard of care and practice of vascular surgery in the Southern California geographical area; (2) to contribute to the active continuing education of its members; and (3) to advance the science and art of vascular surgery.
2. The Southern California Vascular Surgery Society is committed to increasing diversity in the practice of vascular surgery, eradicating disparity, and creating an equitable environment where surgeons and trainees of all backgrounds are valued and welcomed.
3. Not with standing for foregoing, (1) no part of The Society’s net earnings or assets shall inure to the benefit of any member, officer, or other person, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make other payments and distributions in furtherance of the purposes set forth above, and (2) The Society shall not carry on any activity not permitted to an organization exempt from Federal income tax under section 501(c) (6) of the Internal Revenue Code of 1954, as amended (the “Code”) or the corresponding provision of any further United States revenue statute.
ARTICLE III – MEMBERSHIP
The Society shall have five classes of membership: Active, Senior, Retired, Honorary, and Non-Resident members.
1. Active members shall consist of the founding members of The Society and subsequent individuals recommended by the Membership Committee, approved by the Executive Council and elected by ballot at the annual business meeting.
2. Senior members shall consist of Active members who have reached the age of sixty (60) years; or who have been Active members for twenty (20) years; or who for reasons of health or other just causes, the Executive Council recommends for classification in this category.
3. Retired members must be retired from practice of surgery and have been active in The Society for five years or more.
4. Honorary members shall be nominated by the Executive Council and elected by ballot at the annual business meeting.
5. Non-Resident members shall be members under the age of sixty who no longer reside in the Southern California geographic area.
ARTICLE IV – MEETINGS
The Society will sponsor at least one annual assembly, consisting of a business meeting and scientific meeting, which will be held at a time and lace to be determined by the Executive Council.
ARTICLE V – OFFICERS, EXECUTIVE COUNCIL
1. The officers of The Society shall be a President, a first President-Elect, a second President-Elect, a Secretary-Treasurer, and three councilors-at-large, all to be elected as provided in the By-Laws.
2. The Executive Council of The Society shall be composed of the officers, the immediate past President, the Recorder, and three Councilors-at-large.
ARTICLE VI – AMENDMENTS
The Society may alter or repeal any article of this constitution by a two-thirds affirmative vote of members present and voting at the annual Business Meeting or through electronic voting, provided a copy of the proposed change has been delivered to each voting member thirty days in advance of the meeting.
BYLAWS
ARTICLE I – OFFICERS, COUNCILORS
1. The President, first President-Elect, and second President-Elect shall be elected for terms of one year each. The Secretary-Treasurer shall be elected for a three- year term. Officers may not serve more than one term.
2. The Councilors-at-large shall be elected for three-year terms, with the election of one Councilor occurring annually so as to provide overlapping terms. A Councilor shall serve for one term only.
3. A Nominating Committee consisting of the three most recent available past Presidents shall be appointed by the President. Officers of The Society shall be nominated by the Nominating Committee, which shall present the slate to the members at the annual business meeting each year. The election shall take place at the business meeting. Election shall be by a majority of the votes cast.
4. The President shall preside at Executive Council meetings and the annual assembly, to include the business meeting and scientific meeting. The President shall appoint members to those committees whose membership is independent of the Council.
5. The President shall appoint a Membership Chairperson (three-year term), a Program Chairperson (one-year term), and a Recorder (three-year term). Successors to vacated offices of The Society shall be appointed by the President until the position is filled at the next annual assembly.
6. The first President-Elect, in the absence or incapacity of the President, shall perform the duties of the President’s office. In the absence or incapacity of both the President and first President-Elect, the second President-Elect will perform the duties of the President’s office. In the absence or incapacity of the President, the first President-Elect and the second President-Elect, the duties of the President’s office will be assumed by a President pro-term, elected by such members of the Council as are present.
7. The Secretary-Treasurer shall keep the minutes of the meeting of The Society and Executive Council, receive and care for all records belonging to The Society, and conduct correspondence of The Society. This office shall issue to all members a written report of the preceding year’s transactions to be read to the Executive Council and membership at the annual assembly. The office shall also receive all funds belonging to The Society, pay all bills, render bills for dues and assessments and report to the Executive Council at each annual meeting the names of all members in arrears as to dues. The Secretary-Treasurer shall also prepare an annual report for audit.
8. The Recorder shall serve as The Society Associate Editor for the Annals of Vascular Surgery and carry out the duties of the Associate Editor as designated by the Annuals of Vascular Surgery. The Recorder shall encourage authors who presented at the annual meeting to submit a manuscript of the Annuals of Vascular Surgery within the designated time-period and provide a report to The Society at the annual business meeting of those who submitted manuscripts, the accepted manuscripts and the rejected manuscripts.
ARTICLE II – COMMITTEES
1. The standing committees of The Society shall consist of the Executive Council, the Membership Committee (composed of the Membership Chairperson and Officers), the Nominating Committee (composed of the three most recent available past Presidents), the Audit Committee (composed of the three Councilors-at-large), and the Program Committee (composed of the Program Chairperson, their selected assistant, the President and the second President-Elect.)
2. The Audit Committee consists of the three Councilors-at-large. This committee will review the account books of the Secretary-Treasurer.
3. Other committees may be designated by the President with advice of the Executive Council.
4. All committees shall be chaired by a member appointed by the President.
ARTICLE III – ELECTION OF MEMBERS
1. Membership in The Society shall be limited to surgeons of good professional standing, who have a major interest in and devote the majority of their practice to vascular surgery.
2. Applicants must be certified in Vascular Surgery by the American Board of Surgery (ABS). In select cases, equivalent training and certification from other boards or foreign training programs may be substituted for certification by the ABS.
3. Since a major function of this Society will be continuing education and since it is recognized that active participation is a better educational tool than passive attendance, candidates for membership will be carefully screened as to their willingness to perform scientific investigation, prepare presentations, and participate in panel discussions.
4. Membership will be limited to those surgeons practicing vascular surgery in the geographic area of Southern California as defined by those counties included in the Southern California and San Diego Chapters of the American College of Surgeons.
5. A candidate will have been in active practice for at least one year following training before becoming eligible for membership.
6. Prospective members must have successfully completed a Vascular Residency Fellowship as a prerequisite for membership.
7. Application forms for active membership shall be provided by the Secretary. Completed application forms shall be delivered to the Secretary. An applicant for membership must be sponsored by an Active, Senior or Retired member of The Society and endorsed by two other Active, Senior or Retired members.
8. Completed applications shall be reviewed by the Membership Committee on a periodic basis throughout the calendar year. The Membership committee has the right to accept or reject any application for membership to the Society. Names and candidates approved for membership by the Committee shall be submitted to the membership at the annual business meeting.
9. An applicant may then become a member of The Society after approval of the Membership Committee and having been approved by the membership vote at the annual business meeting or through electronic voting.
10. A candidate who fails to gain approval may be reconsidered up to two additional times. If election fails a third time, the candidate’s application may be resubmitted after a two-year interval.
11. A non-resident member may vote at such meeting as the member attends and enjoy all the privileges of The Society except that the member may not hold office or membership on standing committees. The non-resident member shall pay annual dues. A request for non-resident status may be submitted in writing to the Secretary and shall be granted only by the Executive Council. Upon written request the Executive Council may restore a Non-Resident member to active status. At its discretion, the Executive Council may restore a Non-Resident member to active status. At its discretion, the Executive Council may terminate membership as a Non-Resident member. A Non-Resident member shall automatically become a Senior member at age sixty.
12. Senior members shall pay annual dues.
13. Honorary members of The Society shall be individuals who have made outstanding contributions in the field of vascular surgery. They shall not be required to pay dues nor be bound by the requirements for attendance at meetings. They shall enjoy all the privileges of other members except those of voting and holding office. Any Active or Senior member may propose an individual for Honorary membership.
14. The name and a brief description of the accomplishments of the individual must be submitted to the Secretary-Treasurer at least six months prior to the annual assembly for circulation to the Executive Council.
15. Following its deliberation, the Executive Council may recommend that the candidate’s name be submitted to the membership for approval. Election to membership shall be by voting at the annual Business Meeting or through electronic voting.
16. Retired members are not required to pay dues.
ARTICLE IV – MEETINGS
1. The annual assembly of The Society shall be held at a time and place to be determined by the Executive Council.
2. The vote of a majority of voting members presents at a duly called meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by the applicable statute, the Constitution or the Bylaws. Voting can be done via electronic means.
3. During the annual meeting there will be a Business Meeting of the membership. Business of The Society shall be conducted at this time.
4. The report of the Nominating Committee shall be presented to the membership during the Business Meeting. Additional nominations may be made from the floor. Officers of The Society and Councilors-at-large shall be elected by a majority vote of the Active, Senior and Non-Resident membership present during the Business Meeting. The report of the Membership Committee will also be presented, and election of new members will take place under the terms described in Article III.
5. Any member of The Society may invite one or more guests to attend the annual meeting. A formal request must be made at least thirty (30) days in advance to the Secretary-Treasurer to send a written invitation to the individual identified by the member. The member will be financially responsible for registration fees and all expenses incurred by the invited guest. No guest will be admitted to the scientific sessions and/or social events without a formal invitation and active registration. All invited guests shall be given the privilege of the floor but shall not be present at the Executive Session.
6. Additional meetings may be hold during the year upon the initiation and recommendation of the Executive Council.
ARTIVLE V – FEES AND DUES
1. Initiation fees, dues and assessment shall be levied by the Executive Council and approved by the membership at the annual Executive Session.
2. Fees, dues, and assessments shall be used to cover the expenses of The Society.
3. Any member whose dues remain unpaid by the time of Spring Meeting shall be notified of that fact by the Secretary-Treasurer. If the dues are not paid within one month of this notification, the member will have his membership terminated. The Executive Council may reinstate the delinquent member upon payment of the dues in arrears. Because of hardship, members may petition the Executive Council to have dues waived.
ARTICLE VI – RESIGNATIONS AND DISCIPLINE
1. Resignations of members otherwise in good standing shall be accepted by a majority vote of the Executive Council.
2. Charges of unprofessional or unethical conduct may be brought against any member of The Society by a written complaint signed by two (2) members of The Society and delivered to the Secretary-Treasurer. The Executive Council’s concurrence or disallowance of the charges shall be presented to the membership at the annual Business Meeting. A three-fourths (75%) affirmative vote of the members present, and voting shall be required for expulsion.
ARTICLE VII – QUORUM
1. Twenty (20) voting members present in person shall constitute a quorum at the annual assembly to effect changes in the Constitution and Bylaws of The Society, to make assessments, to authorize appropriations or expenditures of funds other than those required in the routine business of The Society, to elect officers and members, and to expel members.
2. For the transaction of other business, the voting members present at any annual meeting shall constitute a quorum.
ARTICLE VIII – PROCEDURE
The proceedings of The Society shall be conducted under Robert’s Rules of Order Newly Revised.
ARTICLE IX – CERTIFICATE OF MEMBERSHIP
Every elected member of The Society shall be entitled to a certificate of membership signed by the President and Secretary-Treasurer.
ARTICLE X – AMENDMENT
The Society may alter or repeal any article of those Bylaws by a two-thirds affirmative vote of members present and voting at the annual assembly, provided a copy of the proposed change has been delivered to each voting member thirty days in advance of the annual meeting.
Amended March 2021
Amended September 2023