Constitution

Constitution of the Eastern  Cardiothoracic Surgical Society

FIRST, The Eastern Cardiothoracic Surgical Society, founded and also known as The Pennsylvania Association for Thoracic Surgery (Association) is organized exclusively for charitable, educational, and scientific purposes, including for such purposes, the making of distributions to organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code).

SECOND, no part of the net earnings of the Association shall insure the benefit of or be distributed to its members, trustees, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association 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 articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

THIRD, upon the dissolution of this Association assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code), or shall be distributed to the Federal government, or to a state or local government, for a public purpose.

Article I. Name

Section 1.

This Association shall be known as The Eastern Cardiothoracic Surgical Society, founded and also known as the Pennsylvania Association for Thoracic Surgery.

Article II. Object

Section 1.

The object of the Association shall be to encourage and stimulate investigation and study that will increase the knowledge of intrathoracic physiology, pathology, and therapy, to correlate such knowledge and disseminate it, and to act as a common bond for physicians practicing this specialty and represent them in problems related thereto.

Section 2.

To attain this object, the Association shall hold at least one scientific meeting each year and shall undertake such other activities as the Council or Association as a whole may decide.

Article III. Membership

Section 1.

There shall be four classes of membership: Active, Senior, Candidate and Honorary. Senior membership requires no annual dues to be paid, but full payment for the annual meeting will be expected. Members can apply for Senior membership status once he or she has retired from clinical practice. Candidate members are defined as those physicians on a pathway towards a career in cardiothoracic surgery. Honorary membership will be given at the discretion of the membership committee. Admission to membership in the Association shall be by election. The qualifications for membership shall be determined by the Bylaws. Only Active and Senior members have the privilege of voting. Only Active and Senior members may hold elective office.

Section 2.

Election of Active, Senior and Honorary members shall be for life, subject to the provisions of Section 3, following.

Section 3.

Members in good standing may voluntarily terminate Membership at any time. The Council, acting as a Board of Censors, may recommend the expulsion of a member on the grounds of moral or professional delinquency, and submit his name, together with the grounds of complaint, to the Association as a whole at any of the regularly convened meetings, after giving the member so accused ample opportunity to appear in his own behalf. Expulsion shall be by a 2/3 vote of members present and voting at the regularly scheduled annual meeting.

Article IV. Officers and Government

Section 1.

The officers of the Association, also known as the Executive Committee, shall be the President, a Vice President, a Secretary, a Treasurer, Program committee chair, Program committee member, Membership committee chair, and Membership committee member, Immediate Past ­President to serve as a Councilor, and two Councilors­ at ­large. These eleven officers and councilors shall be the governing body of the Association, and shall have full power to act on all matters, except as follows:

  1. They may not alter annual dues, nor levy and general assessments against the membership, except that they may, in individual cases, remit annual dues or assessments.
  2. They may in no ways change the Constitution or the Bylaws.
  3. They may neither elect new members nor alter the status or existing members, other than to apply the provisions of Article III, Section 3.

Section 2.

Officers and Councilors shall be elected at the annual meeting of the Association a year or two in advance, and shall take office upon the conclusion of the meeting the following year. The President and Vice President shall be elected for a one ­year term of office and neither may be re-­elected to succeed himself in the same office.

The Treasurer shall be elected for a one ­year term of office and may be re-­elected. The Secretary shall be elected for a one ­year term of office and may be re­-elected.

The outgoing President shall automatically become a Councilor for a one­ year term of office.

The two Councilors ­at ­Large shall be selected by the nominating committee one each year, for a two ­year term of office but no Councilor may be re-­elected.

Section 3.

Vacancies occurring among the officers and committees during the year shall be filled by nomination of the President (or VP if the Presidency is vacated) with approval from the Executive Committee. This person shall finish out the term of the vacated position but WILL be eligible for re-­election with the exception of the office of the Vice President or President (in keeping with Article IV, Section 2.)

Article V. Committees

Section 1.

At the opening session of the annual meeting, the President shall appoint a Nominating Committee of three Past ­Presidents, and two senior members chosen by the current President. Senior members of the nominating committee may serve consecutive terms.

This Nominating Committee shall select a slate of officers to be voted on in the Business Meeting of the Membership at the regularly scheduled annual meeting. Members of the Nominating Committee must be present at the annual meeting to vote.

Section 2.

The Council is empowered to appoint a Membership Committee, a Finance Committee, and a Program Committee. All committees shall render their report at the executive session of the Association.

Section 3.

An Ad­Hoc Committee may be assembled by the President to address an issue that benefits the organization.

Article VI. Finances

Section 1.

The fiscal year of the Association shall run from the end of one annual meeting to the end of the next annual meeting. The books of the Association shall be kept and audited on this basis.

Section 2.

The membership shall contribute to the financial maintenance of the Association through the medium of annual dues and special assessments. The amount of annual dues shall be determined by the Bylaws.

Section 3.

To meet the current expenses of the Association, there shall be available all revenue derived from annual dues, special assessments, and any other income to the Association.

Section 4.

The Finance Committee will be composed of the President, Vice President, Program Chairman, Treasurer, and an Ex­Officio member appointed by the Executive Committee. The Treasurer will Chair this committee of five members. The Finance Committee shall be responsible for setting a budget for the coming year and will specifically outline a budget for the annual meeting within the annual budget. All expenditures over $1,000 that are outside of the accepted budget set forth by the Finance Committee need to be approved by a majority of the members of the Finance Committee.

Section 5.

The Eastern Cardiothoracic Surgical Society, founded and also known as The Pennsylvania Association for Thoracic Surgery is organized exclusively for charitable, educational, and scientific purposes, including for such purposes, the making of distributions to organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code).

Section 6.

No part of the net earnings of the Association shall insure the benefit of or be distributed to its members, trustees, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association 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.

Section 7.

Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

Section 8.

Upon the dissolution of this Association assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code), or shall be distributed to the Federal government, or to a state or local government, for a public purpose.

Article VII. Meetings

Section 1.

The Council and the provisions of the Bylaws shall determine the time, place, duration, and procedure of the annual meeting of the Association two to three years in advance.

Section 2.

A special meeting of the Association may be called on three months’ notice to the entire membership with a clearly stated purpose to allow members time to prepare for the meeting. The specific purposes of the meeting must be stated in the request and in the official call for the meeting.

Article VIII. Amendments

Section 1.

This Constitution shall in no ways be changed except by a three­fourths vote of the members present at an annual meeting, and further provided that the proposed alteration or amendment shall have been moved and seconded at a previous annual or special meeting of the association (in keeping with Article VII, Section 2.), and that a reasonable effort has been made to circulate copies of the suggested alterations or amendments to the entire membership. The members shall have been specifically advised that such alteration or amendment will be voted upon during the business meeting of the membership at the annual meeting of the Association.

By-Laws of the Eastern Cardiothoracic Surgical Society

Article I.

Section 1.

These Bylaws shall merely interpret the Constitution and specifically apply its principles. They shall set forth no principles not included in the Constitution.

Article II.

Section 1.

The Council may set the length of time for the presentation and discussion of scientific papers.

Section 2.

Members are urged to cooperate with all committees of the Association.

Section 3.

Attendance at annual meetings is expected.

Section 4.

While the scientific session of the annual meeting is held primarily for the benefit of the members of the Association, it may be thrown open to non­members who are able to submit satisfactory credentials, who register in a specific manner, and who pay such registration fee as may be determined by the Council from year to year.

Article III.

Section 1.

Applicants for membership in this Association must have completed a formal thoracic surgical training program recognized by The American Board of Thoracic Surgery or equivalent training if the applicant is from another country. Applicants must be formally nominated and seconded, in an approved manner, by at least two Active or Senior Members. The Membership Committee must approve the application for membership and final action can take place two times a year. First, the names can be presented to the Membership at the end of the six months following the annual meeting for final action, or Second, presented to those present at a regularly convened annual meeting for final action.

Section 2.

There is no limit to the number of Active Members.

Section 3.

Active Members may become Senior Members upon specific request after retiring from clinical practice, or incapacitated by illness. Senior membership requires no annual dues to be paid, but full payment for the annual meeting will be expected.

Section 4.

Candidate members are defined as those physicians on a pathway towards a career in cardiothoracic surgery. They are encouraged to attend and participate in the Annual meetings. They are exempt from annual dues and voting. Candidate members will progress to Active Membership status upon completion of their training.

Section 5.

Honorary Membership shall be reserved for such distinguished persons as may be deemed worthy of this honor by the Council with concurrence of the Association.

Section 6.

The report of the Membership Committee shall be rendered at the annual executive session of the Association.

Article IV.

Section 1.

The President of the Association shall perform all duties customarily pertaining to the office of the President. He shall preside at meetings of the Association and Council. The President shall be elected from the Active Members of the Association.

Section 2.

The Vice President of the Association shall perform all duties customarily pertaining to the office of Vice President. The Vice President shall be elected from the Active Members of the Association.

Section 3.

The Secretary of the Association shall perform all duties customarily pertaining to the office of Secretary. The Secretary shall be elected from the Active Members of the Association.

Section 4.

The Treasurer of the Association shall perform all duties customarily pertaining to the office of Treasurer. The Treasurer shall be elected from the Active Members of the Association.

Section 5.

There will be three Councilors of the Association who shall hold office as specified in the Constitution. One will be the Immediate Past­President who will serve for one year. The two Councilors­at­Large shall be selected by the nominating committee one each year, for a two­year term of office but no Councilor may be re­elected.

Section 6.

In the event of a vacancy occurring in the office of President, the Council shall advance the Vice President to the Presidency and appoint a new Vice President under the provisions of Article IV, Section 3 of the Constitution.

Article V.

Section 1.

The Membership Committee shall consist of two Active Members appointed in accordance with the provisions of Article V, Section 2, of the Constitution. One will serve as Chair. The Council may appoint no more than one of its own members to serve on this committee. The duty of the Membership Committee is to investigate all candidates for membership in the Association and to report their findings to the Council. Appointment to the Membership committee shall be for a period of two years, the second year as chairman.

Section 2.

The Program Committee shall consist of two members, chosen from the Active Membership. One will serve as chair. This shall be for a period of two years, the second year as chairman.

Article VI.

Section 1.

Honorary Members of the Association are exempt from all dues, but must pay to attend the annual meeting.

Section 2.

Annual dues for Active Members shall be set as recommended by the Council.

Section 3.

The Council shall recommend that any Active Members whose dues are in arrears for three years shall have his membership terminated, provided that prior notification has been forwarded to the member by the Secretary of the Association.

Section 4.

Senior Members are exempt from all dues, but must pay to attend the annual meeting.

Section 5.

Membership fees and Meeting registration will be free to all active military personnel.

Article VII.

Section 1.

When the Association convenes for its annual meeting, the Executive Session must be attended by all officers present at the meeting. The business meeting of all members present at the annual meeting will be scheduled thereafter or on a subsequent day.

Section 2.

The business meeting of the entire membership will involve:

  1. Report of the Treasurer for the last fiscal year
  2. Action on amendments to the Constitution and Bylaws
  3. Action on recommendations emanating from the Council
  4. Unfinished business
  5. New Business
  6. Report of the Membership Committee
  7. Election of new members
  8. Report of the Nominating Committee
  9. Election of officers

Article VIII

Section 1.

These Bylaws shall in no ways be changed, except by a two­thirds vote of the members present at the annual meeting of a properly convened meeting of the Association, and further provided that the proposed action or amendment shall have been moved and seconded by not less than seven of the members in a properly convened annual or special meeting of the Association (in keeping with Article VIII, Section 1 of the Constitution.)