BYLAWS OF THE
SOCIETY for the ADVANCEMENT of
GERIATRIC ANESTHESIA
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Revised October 11, 2002
PREFACE
This corporation is
organized exclusively for charitable, scientific and
educational purposes within the meaning of section 501(c)(3)
of the Internal Revenue Code.
No part of the net
earnings of the corporation shall inure to the benefit of, or
be distributed to, any of its members, trustees, officers or
other private persons, except that the corporation shall be
authorized and empowered to pay reasonable compensation for
services rendered and to make payment and distributions in
furtherance of the organization’s 501(c)(3) purposes.
No substantial part
of the activities of the corporation shall be the carrying on
of propaganda, or otherwise attempting to influence
legislation, and the corporation shall not participate in, or
intervene in (including the publishing or distribution of
statements) any political campaign on behalf of or in
opposition to any candidate for public office.
Notwithstanding any
other provision of these Bylaws, the corporation shall not
carry on any other activities not permitted to be carried on
(a) by a corporation exempt from federal income tax under
section 501(c)(3) of the Internal Revenue Code or the
corresponding section of any future United States Internal
Revenue law, or (b) by a corporation, contributions to which
are deductible under section 170(c)(2) of the Internal Revenue
Code or the corresponding section of any future United Sates
Internal Revenue law.
Generally, the goals
of the corporation shall be:
a. To enhance
and improve all aspects of the care of geriatric
patients having an operation, including preoperative
evaluation and preparation, intraoperative anesthetic
and surgical management, and postoperative care.
b. To encourage
high ethical and professional standards by fostering and
encouraging education and scientific progress in the
care of the geriatric patient presenting for surgery.
c. To
participate in the development of guidelines for
residency education in geriatric anesthesiology.
d. To support
research that will contribute new knowledge in
aging-related fields especially as related to the
delivery of clinical anesthesia services.
e. To cooperate with
universities, government agencies or any other
organizations in matters affecting the purposes of the
Society.
f. To address issues
that surround the aging practitioner of anesthesiology.
ARTICLE
I – NAME
1.0 Name. The name
of this corporation shall be the Society for the
Advancement of Geriatric Anesthesia (SAGA or the
Society), a nonprofit corporation incorporated under the
General Corporation Law of the State of Washington.
ARTICLE
II – OFFICES
2.1 Principal Office
and Registered Office. The principal office and the registered
office of the Society for the Advancement of Geriatric
Anesthesia shall be in the state of Washington.
2.2 Other Offices.
The Corporation may, in addition to its principal office, have
offices at such other places, either within or without the
State of Washington, as the Board of Directors may from time
to time designate or as the business of the Corporation may
require.
ARTICLE
III – MEMBERSHIP
3.1 Categories. The
Society shall have seven classes of members: active,
associate, resident, international, honorary, lifetime and
retired membership. Membership is open to any health care
professional of any nation who has an interest in geriatric
anesthesia.
3.2 Eligibility
Requirements. The eligibility requirements for the various
categories of membership are as follows:
3.21 Active
Membership. A candidate for Active Membership shall be a
physician of Ph.D. who has clinical experience, scientific
publication, presentation or other acceptable means
demonstrating interest and knowledge in geriatric
anesthesia.
3.211 Only Active
Members of the Society shall be permitted to vote, hold
office and serve on the Board of Directors.
3.212 Active
Members who join the society within one year of Society
incorporation and pay five (5) years dues on joining the
Society will be considered Charter Members. Charter
members will resume paying dues after that five year
period.
3.22 Associate
Membership. A candidate for Associate Membership shall be
any non-physician who has clinical experience, scientific
publication, presentation or other acceptable means
demonstrating interest and knowledge in geriatric
anesthesia. In addition, non-anesthesiologist physicians may
join as Associate Members if they do not desire the
additional benefits of Active Membership.
3.23 Resident Membership. A candidate for Resident Membership
shall be in full-time training in an approved residency or
fellowship in the specialty of anesthesiology and have, by
clinical experience or other means, demonstrated interest and
knowledge in geriatric anesthesia.
3.24 International Membership. Individuals residing
outside the United States or Canada may join the Society as
International Members. Candidates must otherwise have the
same qualifications as Active, Associate, or Resident
Members.
3.25 Honorary Membership. Individuals in fields of
medicine other than anesthesiology who have made significant
contributions either to the educational aspects of geriatric
anesthesiology training, the development of geriatric
anesthesia techniques or the advancement of related
technologies may be elected to Honorary Membership. They
shall have attended or made a presentation at one of the
annual meetings.
3.251 Honorary Members shall not be required to pay
dues.
3.252 Honorary Membership shall be conferred by a
majority vote of the Board of Directors and must be
renewed yearly.
3.26 Lifetime Membership. Active, Associate or Resident
Members may join or change their status to Lifetime
Membership upon payment of specified dues. Only those
Lifetime Members who otherwise qualify for Active membership
will be allowed to vote, hold office or serve on the Board
of Directors.
3.27 Retired Membership. A candidate for Retired
Membership shall be an individual who has clinical
experience, scientific publication, presentation or other
acceptable means demonstrating interest and knowledge in
geriatric anesthesia, but who has retired from professional
practice.
3.3 Election of Members. Nomination for membership shall
be by letter of request. The letter shall be submitted by
the candidate along with a check drawn in United States
funds for one year’s dues to the Society’s Treasurer for
processing. Upon approval of the candidate, each member
shall be notified.
3.4 Dues. The amount for annual dues for Active,
Associate, Resident, International and Retired membership
and the amount for Lifetime membership shall be determined
by the Board of Directors.
3.5 Discipline of Members. Membership may be revoked by
the Board of Directors for any of the following.
3.51 Any member who has been delinquent in paying his
annual dues for a period of 90 days after the final notice
shall have his membership terminated. A notice shall be
forwarded to such member prior to termination informing
him of the intentions of the Society. The termination
shall be automatic if no satisfactory reply is received
within 30 days after such mailing.
3.52 At all times, membership shall be contingent upon
acceptance and compliance with the provision of articles
and bylaws.
3.6 Privileges. All membership categories have the right
to attend and participate in the scientific sessions of the
annual meeting and any other educational, charitable, or
social functions sponsored by the Society.
3.7 Resignation. Any member may resign by filing written
resignation with the Secretary of the Society but such
resignation shall not relieve the member so resigning of the
obligation to pay dues, assessments or other charges
therefore accrued and unpaid.
3.8 Transfer of Membership. Membership in the Society is
not transferable or assignable.
3.9 Reinstatement. Upon written request signed by the
former member and filed with the Secretary of the Society,
the Society may reinstate a former member to membership upon
such terms as the Board may deem appropriate.
ARTICLE IV – MEETINGS
4.1 Annual Business Meeting:
4.11 The annual business meeting shall be held at a
time and location decided by the Board of Directors,
usually in combination with the Annual Educational
Program.
4.12 The President shall open, moderate and chair the
business meeting.
4.13 Organization. The order of business at the annual
business meeting shall be as follows:
Call to order
Treasurer’s report
Secretary's report
Committee reports
Old business
New business
President’s report
Installation of Officers
Adjournment
4.2 Special meetings. Special meetings of the membership
may be called by the Board of Directors or the President.
4.3 Action by Members. The affirmative vote of a majority
of the votes which may be cast at any meeting shall be the
act of the members, unless the vote of a greater or lesser
number is required by law, the Articles of Incorporation, or
the bylaws; provided, however, in the election of officers
and Board members, a plurality of the valid votes cast by
open ballot in favor of a candidate shall be sufficient for
this election. Voting by proxy shall be excluded.
4.31 The Secretary of the Society or his designate will
count the votes and this count will be certified and
verified by the Treasurer.
ARTICLE V – OFFICERS
5.1 Designation. The Officers of the Society shall be the
President, President-Elect, Secretary and Treasurer.
5.11 No Member shall hold more than one office at the
same time.
5.2 Term. The term of office of each Officer shall be two
years. Only the Secretary and Treasurer may serve in the
same post for consecutive terms, for a maximum of three
consecutive terms. Time in office that is held in
fulfillment of an un-expired term does not count toward
these limitations. The President-Elect shall succeed the
President in office at the conclusion of the President's
term.
5.3 Duties of Officers. The Officers of this Society are
charged and entrusted as follows:
5.31 President. The President shall perform all duties
incident to the office and such other duties as may from
time to time be assigned by the Board.
Shall serve as ex-officio member without vote on all
committees with the exception of the Executive committee
upon which he shall serve as a voting member.
Shall be the Chair of the Board of Directors.
Shall preside at all regular and special meetings of
the Board.
Shall appoint the Chairs of all standing committees
as may be necessary or convenient to carry on the
activities of the Society, except as provided for in
these Bylaws.
Shall have the right to call special meetings of the
Board, upon at least 30 days notice to each Board
member.
Shall be able to convene an emergency meeting of the
Board, provided all Board members are notified and at
least two-thirds agree.
5.32 President-Elect. The President-Elect shall assist
the President in performance of the President's duties.
Shall preside in the absence of the President at
meetings of the Society.
Shall witness the affairs of the Society in
anticipation of his/her term as President.
Shall perform any other duties assigned by the Board
of Directors or the President
Shall designate committee Chairs and committee
members with such appointments becoming effective at the
start of his/her term.
5.33 Secretary. The secretary shall perform the duties
generally pertaining to the office and shall be
responsible to the Board.
Shall have charge of all papers, books, archives and
other property belonging to the Society.
Shall keep a record of all the proceedings of the
Society and send to all members notices of meetings or
other information deemed necessary by the President or
the Board.
Shall preside over all nominating and election
functions of the Society.
5.34 Treasurer. The Treasurer shall perform the duties
generally pertaining to the office and shall be
responsible to the Board.
Shall mail to each member a bill for dues and
assessments on or before January 1, of each year for the
coming year.
Shall, on April 1, notify all members of their
deficiencies and dues and of the penalty incurred for
nonpayment.
Shall render a statement of the financial status of
the Society including a detailed account of all receipts
and disbursements of the Society at the Annual Meeting
and as requested by the President and/or board of
Directors.
Shall have the right to sign checks on behalf of the
Society.
5.4 Nominations of Officers. Nominations for officers
shall be made in writing to the President of the Society.
Any nominee for any elected office must acknowledge in
writing to the president prior to the election his/her
willingness to accept the position. Only Active Members are
eligible for nomination and election to any office. This
process must be completed, and the slate of candidates
distributed to the voting membership at least 30 days prior
to the annual membership meeting. In the event that no
applicants for an office are identified and distributed by
30 days prior to an election, nominations can be made from
the floor at the election. Written or oral evidence of the
nominee's willingness to serve must be presented at the time
of nomination.
5.5 Election of Officers. All officers shall be elected
by the voting members. Election shall occur by voting, by
closed ballot, with the nominee receiving a plurality of
vote being named the winner. In the case of a tie vote, the
voting shall continue until the tie is broken.
5.6 Installation. The officers will be installed at the
close of the annual business meeting or the close of the
annual educational meeting, whichever finishes later, if the
annual business and annual educational meetings are held in
conjunction.
5.7 Vacancy of Office of President. If the office of the
President becomes vacant for any cause, the President-Elect
shall immediately assume the Office of the President.
5.71 Vacancy of the Office of President-Elect. Any
vacancy occurring in the Office of President-Elect shall
be filled by the voting members at an Annual or special
meeting.
5.72 Vacancy of the Office of Secretary/Treasurer.
Should the Office of the Secretary or the Treasurer of the
Society become vacant, by majority vote the remaining
members of the Board of Directors shall elect a member to
serve until the next annual meeting at which time a
successor shall be elected by the members.
5.8 Removal. Any Officer may be removed by resolution
declaring that such removal to be in the best interests of
the Society and adopted at any regular or special meeting of
the Board by two-thirds of the Directors then in office or
by majority vote of voting members of the Society at an
Annual or Special Meeting.
5.9 Resignations. Any Officer may resign at any time by
giving written notice to the Board of Directors.
ARTICLE VI – BOARD OF DIRECTORS
6.1 Composition. The Board of Directors shall be composed
of the President, President-Elect, Immediate Past-President,
Secretary, Treasurer and six (6) Members-at-Large.
6.11 Members-at-Large. Each Member-at-Large will serve
a 2 year term. Terms will commence on a staggered basis
such that three members are elected each year. Elections
will occur at the annual business meeting.
Members-at-Large may serve a maximum of two consecutive
two-year terms. Members-at-Large who serve a one-year term
or less shall be eligible to serve two subsequent,
consecutive, two-year terms.
6.2 Powers. The Board of Directors of the Society shall
have and may exercise powers of authority appertaining to
such acts for the Society in the interval between meetings
of the corporation except as otherwise specified in the
Articles of Incorporation or Bylaws. The board shall have
supervision over all standing committees, all appointed
officers, agents, employees, from who it may require reports
annually.
6.21 Action by the Board of Directors. The affirmative
vote of a majority of the voting Board members present
shall be the act of the board unless otherwise required by
these Bylaws.
6.3 Duties and Responsibilities. The Board will be
responsible for the overall planning and promotion of the
educational, charitable, scientific and social functions of
the Society. It may appoint ad hoc committees as necessary
for this purpose. It shall be the duty of the Board to
encourage attendance at meetings and to urge each member to
participate in the work of the Society. The Board shall
stimulate camaraderie among the members.
6.4 Reports to the Membership. The Board shall be
obligated to bring before the membership all matters of
major policy or of unusual importance, unless in its
considered judgment, a delay in action would be injurious to
the Society. In that event, a report of its actions shall be
rendered to the membership at the earliest opportunity.
6.5 Board Meetings.
6.51 Frequency. The Board will meet at least annually.
6.6 Vacancies.
6.61 Resignations from the Board. Any Member of the
Board may resign at any time by giving written notice to
the Board of Directors. Such resignation shall take effect
at the time therein specified; and the acceptance of said
resignation shall not be necessary to make it effective.
6.62 Removal. Any member of the Board of Directors can
be removed from office by a three-quarters vote of the
members of the Board of Directors.
6.63 Vacancy on the Board of Directors. In the event of
a vacancy of a Member-at-Large position, the remaining
members of the Board of Directors shall, by majority vote,
elect a member to serve until the next annual meeting at
which time a successor shall be elected by the members. At
the time of election, if a year remains in the term of the
vacant position, then the term of the elected
Member-at-Large shall be one year. There shall be no
increase or decrease in the total number of authorized
Board members.
6.7 Quorum. The quorum of the Board of Directors is
defined as one-third of the voting members of the Board.
6.8 Nomination and Election of the Board of Directors.
The form, procedures, requirement and limitations for
election of the Members-at-Large of the Board of Directors
will be the same as those already specified in these Bylaws
for the nomination and election of Officers of the Society.
ARTICLE VII – COMMITTEES
7.1 Executive Committee. The day-to-day affairs of the
Society shall be managed by the Executive Committee of the
Board of Directors, herein referred to as the
"Executive Committee."
7.11 Composition. The composition of the Executive
Committee shall be: The President, President-Elect,
Immediate Past President, Secretary, and Treasurer.
7.12 Duties and Powers. The duties and powers of the
Executive Committee shall be:
To exercise the right of powers of the Board of
Directors between meetings and to delegate this
responsibility at its direction, and to report in full to
the Board the proceedings of the Executive Committee.
7.2 Additional Committees. Additional committees of the
Society may be appointed by the President as he/she shall
deem necessary.
7.21 Appointment of Chairs. Chairs of the various
committees shall be appointed by the President in
consultation with the Executive Committee. All appointed
positions shall be confirmed by the Board of Directors
within 30 days of the appointment. The Board of Directors
has veto power of appointments by majority vote.
7.211 Terms of Office for Chairs. Chairs will serve a
two-year term of office and will be eligible for
reappointment without limit.
7.212 Duties of the Committee Chairs. Committee
Chairs shall report in writing annually to the Board and
may upon request through the Executive Committee to
address the Board at any time. Chairs shall, after
consulting with the committee members, recommend
specific actions to the Board of Directors for its
approval or disapproval. The Board of Directors
implements the recommendations of committee members and
committee Chairs.
7.22 Appointment of Committee Members. The President
will appoint committee members in consultation with the
Committee Chair.
7.221 Term of Office for Committee Members. Committee
membership shall be for a term of two (2) years.
Membership may be renewed for a maximum of six (6) years
continual service without at least one full year of
intervening non-membership.
ARTICLE VIII – DISSOLUTION
The property of this corporation is irrevocably dedicated
to charitable and educational purposes.
Upon the winding up and dissolution of the corporation,
after paying or adequately providing for the debts and
obligations of the corporation, the remaining assets shall
be distributed for one or more exempt purposes within the
meaning of section 501(c)(3) of the Internal Revenue Code or
the corresponding section of any future United Sates
Internal Revenue law, or shall be distributed to the federal
government, or to a state or local government, for a public
purpose. Any such assets not so disposed of shall be
disposed of by a court of competent jurisdiction of the
county in which the principal office of the corporation is
then located, exclusively for such purposes or to such
organization or organizations as said court shall determine,
which are organized and operated exclusively for such
purposes.
ARTICLE IX – AMENDMENTS TO BYLAWS
9.1 Members of the Society may amend, make, or repeal the
Bylaws on a majority vote of the voting members present and
represented at an annual, regular or special meeting.
9.2 Emergency Situations. In emergency situations, the
Bylaws may be changed at any time by a two-thirds vote of
the Board of Directors. If the Bylaws are amended by such a
vote of the Board, then the amendment shall be submitted to
the membership at the next annual, regular or special
meeting convened. During the interval between the approval
of the Board’s action by the members and the Board’s
vote, the changes shall be binding on the Society. The vote
of the membership shall be binding on the Board of
Directors.
9.3 Conflict with Articles of Incorporation. The
provision of the Bylaws shall not be inconsistent with the
laws of the State in which the Society is incorporated and
with the Articles of Incorporation of the Society. All
proposed changes in the Bylaws or Articles of Incorporation
shall be reviewed by the Executive Committee and presented
to the Board of Directors.