BYLAWS OF THE MICHIGAN CHAPTER, AMERICAN COLLEGE OF SURGEONS
Name and Purpose
Section 1. GENERAL PURPOSE. The corporation shall be known as the Michigan Chapter of the American College of Surgeons; hereinafter referred to as the “Chapter”. The purposes of the Chapter are as follows:
- To promote the aims, interest and ideals of the American College of Surgeons within the State of Michigan;
- To elevate and advance the standards of training and education as well as the science and practice of surgery in Michigan;
- To assist in providing residents of the State with surgical and hospital facilities of the highest ethical and professional standards;
- To do all other things necessary and appropriate to carry out the foregoing to the extent allowed by law, including and borrowing money for such purposes, and entering into contracts for such purposes.
Section 2. AMERICAN COLLEGE OF SURGEONS. Neither the Chapter, nor its officers nor any of it members are authorized to represent or in any way to bind the American College of Surgeons. The activities and affairs of the Chapter shall be conducted so as not to interfere or conflict with the activities of the American College of Surgeons.
Section 3. 501(c)(6). No part of the net earnings of the Chapter shall inure to the benefit of its members, councilors, officers or other private parties. It is intended that the Chapter shall qualify under Section 501(c)(6) of the United States Internal Revenue Code, and the activities and the affairs of the Chapter shall be conducted in a manner consistent therewith.
Section 4. EQUAL OPPORTUNITY. The Chapter is an equal opportunity/affirmative action institution. Admission is granted to qualified persons without discrimination on the grounds of race, creed, color, national origin, gender, disability, or veteran status.
Section 1. MEMBERSHIP ELIGIBILITY:
In order to be eligible for chapter membership an applicant must:
- Hold active membership with the American College of Surgeons as a Fellow (Retired or Active), Associate Fellow, Resident, Medical Student or Affiliate
- Practice or reside within the geographic territory of the chapter
An application procedure for obtaining chapter membership may be established by the council.
The Chapter shall have three classes of members: Active, Retired and Supportive. The qualifications for membership in the respective classes are as follows:
- Active Members: Active members shall include Fellows and Associate Fellows of the American College of Surgeons, residing or practicing in Michigan, who apply for membership in the Chapter and agree to comply with its bylaws. Fellow and Associate Fellow Members must apply for membership and pay dues each year. Once a Fellow reaches age 70, membership dues are waived and chapter membership is automatic.
- Retired Members: Retired members shall include Retired Fellows of the American College of Surgeons, who have retired from active practice and are residing in Michigan. Membership in the Chapter will be automatic for Retired Members of the College who reside in Michigan and names of such members will be added to the chapter database each year.
- Supportive Members: Supportive members shall be Resident, Medical Student and Affiliate members of the American College of Surgeons residing or practicing in Michigan who apply for membership in the Chapter and agree to comply with its bylaws. Membership in the Chapter will be automatic for Resident, Medical Student and Affiliate Members of the College who reside in Michigan and names of such members will be added to the chapter database each year.
Section 2. VOTING AND OFFICE HOLDING PRIVELEGES. Only Active members of the Chapter shall be eligible to vote and hold office in the Chapter. Supportive and Retired members shall be eligible to serve on the Council and committees of the Chapter but are not eligible to vote or hold office in the Chapter. If an Active Member retires from practice during a term of office, the member will be allowed to finish the term.
Section 3. MEMBERSHIP DUES. Dues shall be determined by the Council and shall be paid yearly. Failure to pay such dues for two consecutive years shall be considered grounds for termination of membership.
Section 4. RESIGNATION OR TERMINATION OF MEMBERSHIP. Membership in the Chapter shall terminate:
- when a member ceases to be an ACS member in good standing,
- upon the receipt by the Council or Executive Director of the written resignation of a member,
- upon the failure of a member to pay dues for a period of two consecutive years, or
- when a member of the Chapter moves out of the Chapter’s designated geography.
Meeting of Members
Section 1. ANNUAL MEETING. The annual meeting of the members for the election of the Council and for the transaction of such other business as may properly come before the meeting shall be held in the spring of each year.
Section 2. SPECIAL MEETINGS. Special meetings may be called by the President or by the Council. Such meetings may be held within or without the State of Michigan at such time and place and for such purposes as shall be specified in the call for such meeting.
Section 3. NOTICE OF MEETINGS. Except where some other notice is required by law or by the Articles of Incorporation, a written or printed notice of each meeting of members, stating the place, date and hour thereof, and the purposes for which the meeting is called, shall be given by or under the direction of the president or secretary or person calling the meeting, at least ten (10) days before the date fixed for such meeting, to each member of record entitled to vote at such meeting by either personally or by mail including electronic mail.
If notice is emailed or faxed it shall be deemed to be delivered at the time and date that the email or fax is sent. If the notice is sent via posted mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the member at his/her address as it appears on the records of the Chapter. Members are responsible for maintaining their current contact information with the chapter secretary and the College.
Section 4. QUORUM OF MEMBERS. At any meeting of the members, properly called and noticed as required herein, the number of persons appearing for said meeting shall constitute the quorum necessary for transaction of the business of the meeting.
Section 5. ACTION BY MEMBERS. The vote of a majority of the members in attendance at a properly noticed hearing shall be required for any action taken by the members. Action required to be taken at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be subject matter thereof. Roberts Rules of Order shall govern the meetings of the Chapter. Members may vote without attending meetings by written ballot or proxy signed the member not in attendance.
Section 6. BUSINESS MEETINGS. The suggested agenda for business meetings shall be as follows:
- Review of the minutes of the previous meeting
- Report of the Secretary
- Report of the Treasurer
- Report of the Governors
- Reports of the Chapter Committee Chairpersons
- Report of the Council
- Old Business
- Nominating Committee recommendations and election of officers
- New Business
Section 7. REMOVAL FROM OFFICE. The members may, at any meeting called for the purpose, by the vote of a majority in attendance thereof, after proper notice thereof, remove any councilor from office, with or without cause, and similarly, may accept the resignation of any councilor and fill any vacancies in the office of the councilor. A vacancy occurring by virtue of death or resignation of a councilor may also be filled by a majority of the remaining Council, and the councilor(s) thus chosen shall hold office until the next annual election when their successors shall be duly elected.
Section 8. MEETING PARTICIPATION. Members may participate in a meeting of members, or of a committee, and the Council may meet, by conference telephone, telecommunications or similar communications by which all persons participating in the meeting may at least hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
Section 1. GENERAL POWERS. The business of the Chapter shall be managed by the Board of Directors, referred to collectively herein as the “Council” which shall have and may exercise all the powers of the Chapter, except such as are expressly conferred upon the members by law, by the Articles of Incorporation or by these bylaws.
Section 2. COMPOSITION. The council shall consist of the officers of the Chapter, Immediate Past President, councilors elected by the members of the Chapter, Governor(s) of the College, Commission on Cancer State Chair, and the Chair of the ACS State Committee on Trauma. All of these members have voting power.
Additional committee chairs including the Young Fellows Association (YFA); Resident Associate Society (RAS) Representative; and chapter representatives may be invited to participate in Council activities as non-voting members.
Section 3. ELECTION & TERM OF OFFICE OF COUNCILORS. The six Councilors constituting part of the Council shall be elected at the annual meeting of the membership for terms of three years, two each year, except that at the first meeting two Councilors shall be elected to serve for three years, two for two years, and two for one-year terms.
Section 4. COUNCIL MEETINGS. The Council shall meet as often as the interests of the Chapter require, but not less often than once per year. A majority of the voting membership of the Council shall constitute a quorum, and a majority of those present at the meeting at which a quorum is present shall be necessary to approve any action or resolutions of the Council. Any action required to be taken at a meeting of the Council, or any other action which may be taken at such a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members of the Council.
Section 5. SPECIAL COUNCIL MEETINGS. Special meetings of the Council may be held at any place either within or without the State of Michigan at any time when called by an officer of the Chapter or two or more councilors, reasonable notice of the time and place thereof, being given to each councilor. A waiver of such notice in writing, signed by the person or persons entitled to such notice, whether before or after the time state therein, shall be deemed equivalent to such notice. No notice of any adjourned meeting of the councilors shall be required.
Section 6. ATTENDANCE. Council members shall attend all council regular and special meetings and committee meetings. Any absence must be reported to the President or to chapter staff prior to the scheduled meeting. If a member is absent for three consecutive meetings without prior notification, the member’s term will be deemed expired and a vacancy will occur.
Section 7. REMOVAL OF COUNCILORS. Any councilor may be removed from office with just cause or for failure to perform duties of the office. Removal shall be by two-thirds vote of the council members present at a special meeting of the council called for that purpose. Such removal shall be effective immediately.
Section 8. COMPENSATION. Councilors shall not receive any stated salary for their services as Councilors, but by resolution of the board a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular and special meeting of the board; provided, that nothing herein contained shall be construed to preclude any Councilor from serving the Chapter in any other capacity and receiving compensation therefor. Membership of special or standing committees may be allowed like compensation for attending committee meetings.
Section 9. ANNUAL CHAPTER MEETING. The time and place for the annual meeting of the members of the Chapter shall be determined by a majority vote of the Council at its annual meeting in the year next preceding the said annual meeting of members.
Section 10. FILLING OF VACANCIES. Vacancies on the Council may be filled by the Board at its next meeting. Vacancies in the Michigan Governor at Large position(s) may be filled by the Board at its next meeting and be submitted to the American College of Surgeons for approval. The individual so appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor.
Section 1. OFFICERS. The Chapter shall have a President, a President-Elect, a Secretary, and a Treasurer. The Chapter may also have such other officers and agents as may be deemed necessary to carry out the activities of the Chapter.
Section 2. ELECTION AND TERM OF OFFICE OF PRESIDENT, PRESIDENT-ELECT, TREASURER AND SECRETARY. The president, president-elect, treasurer and secretary of the Chapter shall be elected as their terms of office expire, by the members at the annual meeting. If the election of such officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each such officer shall hold office until the next annual meeting of the members and until his/her successor shall have been duly elected and qualified. Officers of the chapter should not have terms longer than two years.
The President and President-Elect shall each have a term of one year. The Secretary and Treasurer shall each have a term of two years.
Section 3. VACANCIES. A vacancy in any office, including the office of councilor, may be filled by action of the members of the council at any meeting of the council. The individual so appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor.
Section 4. REMOVAL OF OFFICERS. Any officer may be removed from office with just cause or for failure to perform duties of the office. Removal shall be by two-thirds vote of the council members present at a special meeting of the council called for that purpose. Such removal shall be effective immediately.
Duties of Officers
Section 1. PRESIDENT. The President shall be the chief executive officer of the Chapter and shall supervise and direct all of the business and affairs of the Chapter, subject to the direction and control of the council. It shall be the duty of the President to preside at all meetings of the Council and Chapter membership, to enforce the rules of order and to appoint the committees. The President shall be an ex-officio voting member of all committees.
Section 2. PRESIDENT-ELECT. The President-Elect shall, subject to the direction and under the supervision of the President, be the assistant chief executive officer of the Chapter and shall assist the President in the general and active control of it affairs in business. In the absence of the president or in the event of the president’s inability or refusal to act, the president-elect shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all of the restrictions upon the president. The President-Elect shall be chairman of the Program Committee.
Section 3. SECRETARY. The Secretary of the Chapter shall perform all of the duties ordinarily required of or customarily performed by a Secretary, and such other duties as the President may direct. Such duties shall include, but not be limited to, the following:
- Make and maintain at all times a current list of all members of the Chapter, including correct name, address, and date of acquiring Fellowship in the American College of Surgeons, and the date of acquiring membership in the Chapter; and reconcile that these members are active members of the American College of Surgeons using the roster supplied by the College;
- Act as the official custodian of the permanent records of the Chapter, in which there shall be kept the Bylaws of the Chapter and all amendments thereto, together with the date of their adoption and a notation of their approval by the College;
- Act as the official custodian of the Charter of the Chapter, and of all records, papers and property belonging to the Chapter;
- Record and preserve the minutes of all meetings, regular or special, of the Chapter and of the Council;
- Prepare and send to the members of the Chapter notices of the time and place of meetings and of any special business to be brought before the Chapter at least ten (10) days prior to such meetings;
- Prepare and file with the Division of Member Services of the American College of Surgeons such reports, lists of members, records and data as may be required by the president and Council, or as may be requested by the Division of Member Services of the American College of Surgeons; and
- Submit an annual report of the Chapter Activities to the Division of Member Services by the established deadline, including a listing of the names of the newly-elected Chapter officers.
Section 4. TREASURER. The Treasurer of the Chapter shall perform all of the duties ordinarily required of or customarily performed by a Treasurer and such other duties as the President may direct. Such duties shall include, but not be limited to, the following:
- Collect and receive all fees, dues and assessments from members of the Chapter, and all monies due or payable to the Chapter from any source;
- Make and preserve proper books of account and keep an accurate account of the finances of the Chapter, including a detailed record of all receipts and disbursements;
- Make disbursements of any monies or funds in his/her possession or control only in accordance with approval of the Council;
- Create a financial report of the Chapter for the preceding fiscal year to be made and distributed to each member or presented at the annual meeting of members. The report shall include the Chapter’s year-end statements of assets and liabilities, including trust funds; the principal change in assets and liabilities during the year preceding the date of the report; and the source and application of funds.
- Make the books and accounts of the Chapter available for review by members of the Council and members of the Chapter at large at all reasonable times at his/her office or such other place where the books are kept; and
- Deliver all records, monies and other properties belonging to the Chapter in his/her possession or under his/her control to his/her successor in office, or to the President of the Chapter upon the Treasurer’s resignation or upon the expiration of the term of office. Such records may be reviewed by a licensed certified public accountant concurrently with such resignation or expiration.
Section 5. ROLE OF THE ACS GOVERNOR-AT-LARGE. The Chapter Secretary is notified by ACS when there is a pending vacancy for Governor-at-Large. The Chapter Nominating Committee will present to the Council, for their approval, candidates for pending vacancies. The Chapter Nominating Committee will select two individuals from the nominations—one nominee for Governor-at-Large and an alternate. The nominee and alternate’s information is forwarded to the ACS by June 30. The nominations are presented to the Nominating Committee of the Fellows for review and approval, and the Chapter Secretary is notified of the selection after the Clinical Congress takes place.
Governors-at-large are expected to be active members of the Chapter, attend Chapter meetings, provide an annual report to the Chapter of their activities as Governor, promote ACS Fellowship in the state, country, or region, welcome and engage new Fellows into the Chapter, and participate in the local Committee on Applicants meetings and interviews.
Section 1. EXECUTIVE DIRECTOR. The Council may hire an Executive Director to manage the day-to day responsibilities of the Council and Officers. The Executive Director will attend all Board meetings, report on the progress of the Council, answer questions of Council members and carry out the duties described in the job description, which may include: maintaining membership records, managing Chapter finances, communicating with members, planning the annual meeting and performing other duties in conjunction with the chapter’s programs, among other administrative responsibilities.
Section 1. ESTABLISHMENT AND COMPOSITION. Committees may be established by resolution of the council adopted at any duly called and constituted meeting. The size, purposes and powers of any committee shall be as provided in such resolution. Except as otherwise provided in such resolution, the president of the Chapter shall appoint the members of each committee. Any member of any committee may be removed by the president, whenever, in his/her judgment, the best interests of the Chapter shall be served by such removal.
Section 2. TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the council and until his/her successor is appointed or until such member’s death, resignation or removal, or until the committee shall be terminated.
Section 3. CHAIR. One member of each committee shall be appointed chair of the committee by the president of the Chapter.
Section 4. VACANCIES. Vacancies in the membership of any committee shall be filled by appointments made by the president.
Section 5. AD – HOC COMMITTEES. The Council may identify goals annually to provide direction and focus for the formation of ad-hoc committees to address particular issues and tasks for the Chapter. Ad-Hoc Committees may be established by the Council as needed. Once an ad-hoc committee has completed assigned tasks, it shall cease to exist. A majority of the members of each ad-hoc committee shall be council members. Membership may also include individuals from the Chapter chosen for their expertise and knowledge and/or concern about a specific issue or a field of endeavor.
Section 6. QUORUM AND MANNER OF ACTING. Unless otherwise provided in the resolution of the council establishing a committee, a majority of the whole committee shall constitute a quorum and the actions of a majority of the members present at a duly called meeting, at which a quorum is present, shall be the action of the committee.
Section 7. PROGRAM COMMITTEE. The President-Elect shall appoint a Program Committee for the purpose of planning and holding an annual meeting of the Chapter. The President-Elect shall be the chair. Members shall generally consist of officers of chapter, program directors of the surgical training programs in the state, general and specialty, as well as non-program director members of the Chapter, as shall be determined by the chair. The focus of each meeting will be determined by the committee members. The planned program will be presented to the Council for final approval.
Section. 8. NOMINATING COMMITTEE. The President shall appoint a Nominating Committee, which consists of five members, three months prior to the annual meeting of the members, and shall name a chair thereof. The chair should usually be a past president. At least two of the members shall be members of the Council and at least two of the members shall be members of the Chapter at large. The Nominating Committee will present to the membership at the time of the annual meeting candidates for the offices of President-Elect, Secretary, and Treasurer, and for two Councilor positions. The President-Elect shall ascend to the office of President at the annual meeting of the members. The Nominating Committee will present to the Council for their approval candidates for pending vacancies for Governors-at-Large of the Michigan Chapter in the number required by the American College of Surgeons. These suggested nominations for pending vacancies related to the Governor-at-Large position(s) will be forwarded to the American College of Surgeons.
Annual dues and special assessments may be established by the Council in such amounts as it deems necessary to meet expenses. At the age of seventy (70) or upon retirement from active practice, annual dues shall be discontinued. In times of financial stress or for special reason, the Council may waive or reduce the annual dues of any member.
Execution of Papers
Except as otherwise provided in these Bylaws and/or as the Council may generally or in a particular case authorize the execution thereof in some other manner, all deeds, leases, transfers, bonds and other obligations made, accepted or endorsed by the Chapter shall be signed by the President and by the Secretary. No loans shall be contracted on behalf of the Chapter, and no evidences of indebtedness shall be issued in its name unless authorized by specific resolution of the Council: PROVIDED, HOWEVER, that no loan in excess of $1,000.00 shall be contracted unless the proposal is approved by resolution of a majority of members at-large who are present at a properly noticed meeting thereof. All checks shall be valid if signed only by the Treasurer or the President of the Chapter.
The fiscal year for the Chapter shall be the calendar year.
Rules of Procedure
All questions of procedure regarding the affairs of this Chapter, including the conduct of meetings of the members, the council, and committees shall be governed by the current edition Robert’s Rules of Order except as otherwise provided by statute, the Articles of Incorporation, or these bylaws.
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds vote (a majority vote is a reasonable alternative, if state or territory law permits) of the voting members present at the annual meeting of the Chapter, provided that written notice of the proposed change or changes shall have been given to each voting member ahead of time, in accordance with the requirements set forth in Article III.
Prior to adoption, new bylaws and amendments shall be submitted to the Division of Member Services, via Chapter Services, so as to be reviewed by Division staff. Recommendations may then be made for approval by the Board of Regents of the American College of Surgeons.
Dissolution may be authorized in the manner provided by law. In the event of dissolution, the Council shall, after paying or making provisions for the payment of all the liabilities of the Chapter, dispose of all the remaining assets of the Chapter without reservation or condition to the American College of Surgeons General Endowment Fund or any similar American College of Surgeons Fund, if the same be in existence, and if not, to an organization or organizations exempt from federal income taxation under Section 501(c)(3) or 501(c)(6) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any future United States Internal Revenue Law.