MVSS Constitution

MVSS CONSTITUTION (Amended September 2004)

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 science and art in the diagnosis and treatment of vascular disease and (2) The maintenance of high standards in the performance of open and endovascular interventions.

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 peripheral vascular surgery and/or endovascular intervention, and who are certified by the American Board of Surgery with added qualifications in General Vascular Surgery. In select cases, equivalent training may be substituted for formal certification.

2. There shall be five types of members: Candidate, Active, Associate, Senior, and Honorary.

3. Candidate members shall consist of individuals who are in an approved vascular surgery fellowship program or general surgical residency program. Candidate members shall have no voting privileges, are not eligible for election as officers, and are not subject to assessment for dues. They may become active members upon certification in Vascular Surgery within 2 years of completion of a vascular fellowship.

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 peripheral vascular surgery. They shall have no voting privileges, are not eligible for election as officers, and are not subject to assessment for dues.

7. Associate Members shall include individuals who are surgeons who otherwise do not qualify as Active or Candidate Members, but have an interest in vascular disease. Associate Members shall also include other healthcare professionals who are not surgeons, but have an interest in vascular disease. Associate Members shall pay dues, but are not eligible to vote and are not eligible to hold office.

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 Counselors 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 60 days in advance of the assembly meeting.

MWVSS BYLAWS

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 only by request of a member and shall be provided by the Secretary. Completed application forms signed by the proposed candidate member and the proposed candidate member’s vascular surgery fellowship program director shall be delivered to the Secretary at least four months before the annual assembly at which the candidate shall be considered for election. Completed applications shall be reviewed by the membership committee, which has the right to accept or reject any application for membership in the Society. Names of proposed candidate members recommended for election by the Council shall be submitted to the membership at the annual assembly. Election shall be by secret ballot, and by a three/fourths affirmative vote of the members present. Upon request, a candidate member achieving certification in Vascular Surgery within 2 years of completion of an approved vascular surgery fellowship program, may become an active member with approval by the Council. A proposed candidate member who fails to be elected at one meeting may be reconsidered as an applicant for active membership at the time of certification in Vascular Surgery.

3. Application forms for active membership shall be available only by request of a member and shall be provided by the Secretary. Completed application forms signed by the applicant, one sponsor and two endorsers shall be delivered to the Secretary at least four months before the annual assembly at which the applicant shall be considered for election. Sponsors and endorsers shall be members of the Society. Completed applications shall be reviewed by the council, which has the right to accept or reject any application for membership in the Society. Names of applicants recommended for election by the Council shall be submitted to the membership at the annual assembly. Election shall be by secret ballot, and by a three/fourths affirmative vote of the members present. An applicant who fails to be elected at one meeting may be reconsidered at the next two annual meetings of the Society. If election fails a third time, the applicant’s application may be resubmitted after a two-year interval.

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, COUNSELORS

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. Prior to the first meeting of the Council during the annual assembly, the President shall appoint a nominating committee consisting of three Council members. 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.

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. Counselors at large shall be elected for three-year terms, with election of one counselor occurring annually so as to provide overlapping terms. The first-year counselor is the Chair of the membership committee, the second-year counselor is the Recorder, and the third-year counselor is the industrial liaison.

ARTICLE III – COMMITTEES

1. Standing committees of the Society shall consist of the membership committee (composed of the Council), the nominating committee (composed of the President, President-Elect, and the immediate Past-President), an auditing committee (composed of the Counselors), a program committee (composed of the Council), a committee on arrangements for the annual assembly, a committee on archives, and a committee on the website. The terms of the standing committee chairs, excluding the archives committee, are not to exceed three years at the discretion of the President with the advice of the Council. The chair of the committee on archives may serve for a term not to exceed five years at the discretion of the President with the advice of the Council. The chair of the committee on archives is the Society’s historian and the chair of the committee on the website is the Society’s webmaster.

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. The historian may serve for a renewable term of five years and the webmaster may serve for a renewable term of three years at the discretion of 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 Counselors 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 east three months prior to its effective date. The member may be reinstated following payment of the dues in arrears on approval of the Council.

4. Senior members who have retired from active practice and members who have taken up practice in geographical areas other than those included in the Society boundaries 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. A minimum of 75 members shall constitute a quorum at the annual assembly to effect changes in the Constitution and By-Laws of the Society, to make assessments, to authorize appropriations or expenditures or monies 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 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

September 10, 2004