BYLAWS OF THE MICHIGAN CHAPTER, AMERICAN COLLEGE OF SURGEONS
Article 1 — General
Section 1. The name and location of the principal office shall be as set forth in its Articles of Incorporation. The powers of the Corporation and of its directors and members and all matters concerning the conduct and regulation of the affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in said Articles of Incorporation, All references in these Bylaws to the Articles of Incorporation shall be construed to mean the Articles of Incorporation of the Corporation as from time to time amended. The purposes of the Corporation are as follows:
1. To promote the aims, interest and ideals of the American College of Surgeons within the State of Michigan;
2. To elevate and advance the standards of training and equation as well as the science and practice of surgery in Michigan;
3. To assist in providing residents of the State with surgical and hospital facilities of the highest ethical and professional standards;
4. 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. Neither the Corporation (sometime hereinafter referred to as the “Chapter”), nor its officers nor any of it members is authorized to represent or in any way to bind the American College of Surgeons.
Section 3. 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 4. No part of the net earnings of the Chapter shall insure to the benefit of its members, directors, officers or other private parties. It is intended that the corporation shall qualify under Section 501(c) (6) of the United States Internal Revenue Code, and the activities and the affairs of the Corporation shall be conducted in a manner consistent therewith.
Section 5. 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, sex, handicap, or veteran status.
Article II — Membership
Section 1. CLASSES OF MEMBERS. The Chapter shall have two classes of members: Active and Supportive. The qualifications for membership in the respective classes are as follows:
(a) Active Members: Active members shall be 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.
(b) 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.
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 members shall be eligible to serve on committees of the Chapter.
Section 3. MEMBERSHIP DUES. Dues shall be determined by the Council and shall be paid yearly. Failure to pay such dues for a period of 180 days after receipt of a notice of the same are due and payable shall be considered grounds for termination of membership.
Section 4. RESIGNATION OR TERMINATION OF MEMBERSHIP. A member may resign by written notification thereof to the Secretary. Membership may be terminated for cause (other than non-payment of annual dues) by a two-thirds vote of all of the members of the Council, provided that notice in writing, stating the grounds of the proposed termination, shall have been delivered to such member or mailed to the member’s last address carried on the records of the Chapter, at least fifteen (15) days prior to the meeting at which such action is to be taken. The Council by similar vote may reinstate such member upon such conditions as it may determine. A member may appeal such termination to the whole membership by writing directed to the Secretary, which appeal shall be placed on the agenda for action at the next meeting of the membership, which may, by a vote of a majority of the members in attendance, set aside such termination.
Section 5. MEETINGS OF MEMBERS. The annual meeting of the members for the election of the Board of Directors (sometimes herein referred to as 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. Special meetings may be called by the President or President-Elect or upon the request 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 6. 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 Secretary, at least ten (10) days before the date fixed for such meeting, to each member of record entitled to vote at such meeting by leaving such notice with the member or at the member’s residence or usual place of business or by mailing it, postage prepaid and addressed to the member at the member’s post office address as it appears upon the books of the Corporation. In the event of the death, absence, incapacity or refusal of the Secretary, such notice shall be given by or under the direction of a person designated either by the Secretary, or by the person or persons calling the meeting or by the Board of Directors. A Waiver of such notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Notice of any meeting of the members shall be deemed to have been given to any person who may become a member of record after such mailing of such notice and prior to such meeting. Except as required by statute, notice of any adjourned meeting of the members shall not be required.
Section 7. 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 8. 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, selling 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 by each member.
Section 9. BUSINESS MEETINGS. The suggested agenda for business meetings shall be as follows:
b. Report of the Secretary
c. Report of the Treasurer
d. Report of the Auditing Committee
e. Report of the Governors
f. Reports of the Chapter Committee Chairpersons
g. Report of the Council
h. Old Business
i. Nominating Committee recommendations and election of officers
j. New Business
Section 10. 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 director from office, with or without cause, and similarly, may accept the resignation of any director and fill any vacancies in the office of the director. A vacancy occurring in the office of director by virtue of death or resignation may also be filled by a majority of the remaining Board of Directors, and the director or directors thus chosen shall hold office until the next annual election and until their successors shall be duly elected and qualified.
Section 11. Members may participate in a meeting of members, or of a committee, and the Board of Directors 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.
Article III — Board of Directors
Section 1. The business of the Corporation (Chapter) shall be managed by the Board of Directors, sometimes referred to collectively herein as the “Council” which shall have and may exercise all the powers of the Corporation, except such as are expressly conferred upon the members by law, by the Articles of Incorporation or by these bylaws.
Section 2. The Council shall consist of the officers hereinafter designated, the six Councilors elected as hereinafter stated, the Immediate Past President, and the Michigan Governors-At-Large of the American College of Surgeons (ACS), all with voting power. Current national officers of the College, such as Regents, Michigan Governors of the American College of Surgeons, President, President-Elect, First and Second Vice President, Chair and Vice Chair of the Young Surgeons Chapter, Newsletter Editor, Historian, Webmaster, the Chairman of the ACS State Trauma Committee, and the ACS State Cancer Liaison Fellow may be invited to participate in Council activities as non-voting members.
Section 3. 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 Board of Directors (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 4. Directors shall not receive any stated salary for their services as directors, 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 director from serving the Corporation in any other capacity and receiving compensation therefor. Membership of special or standing committees may be allowed like compensation for attending committee meetings.
Section 5. The six Councilors constituting part of the Council or Board of Directors 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 6. The Board of Directors, may, by resolution or resolutions, passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in said resolution or resolutions or in other provisions of these bylaws, shall have and may exercise the powers of the Board of Directors, and may have the power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors and each shall elect a chairman and secretary if one is not named by the Board of Directors.
Section 7. Special Meetings of the Board of Directors may be held at any place either within or without the State of Michigan at any time when called by an officer of the Corporation or two or more directors, reasonable notice of the time and place thereof, being given to each director. 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 directors shall be required.
Section 8. 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 9. FILLING OF VACANCIES. Vacancies on the Board of Directors 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.
Article IV — Officers and Agents
Section 1. The Corporation shall have a President, a President-Elect, a Secretary, and a Treasurer, who shall be elected by the members at their annual meeting, and who shall hold office for a term of one year and until their successors are chosen and qualified. The Corporation may also have such other officers and agents as may be deemed necessary to carry out the activities of the Corporation.
Section 2. The President shall be the chief executive officer of the Corporation and shall have general and active control of it affairs and general supervision over its other officers, agents and employees. 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 3. The President-Elect shall, subject to the direction and under the supervision of the President, be the assistant chief executive officer of the Corporation and shall assist the President in the general and active control of it affairs in business. The President-Elect shall perform all the duties of the President in case of the absence or disqualification of the President. The President-Elect shall be chairman of the Program Committee.
Section 4. 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 be limited to, the following:
a. 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;
b. Act as the official custodian of the permanent record book of the Chapter, in which book there shall be entered the Bylaws of the Chapter and all amendments thereto, together with the date of their adoption and a notation of their approval by the Board of Regents of the College;
c. Act as the official custodian of the Charter of the Chapter, and of all records, papers and property belonging to the Chapter;
d. Record and preserve the minutes of all meetings, regular or special, of the Chapter and of the Council;
e. 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;
f. Prepare and file with the Department of Organization 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 Department of Organization of the American College of Surgeons; and
g. Submit an annual report of the Chapter Activities to the Department of Organization of the College within thirty (30) days following the annual meeting of the members of the Chapter, including a listing of the names of the newly-elected Chapter officers.
Section 5. 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:
a. 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;
b. 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;
c. Make disbursements of any monies or funds in his possession or control only in accordance with approval of the Council;
d. Cause a report of the corporation 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 corporation’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;
e. Make the books and accounts of the Chapter available for review by members of the Board of Directors and members of the Chapter at large at all reasonable times at his office or such other place as the books are kept; and
f. Deliver all records, monies and other properties belonging to the Chapter in their possession or under their control to their successor in office, or to the President of the Chapter upon their resignation or upon the expiration of their term of office; such records may be reviewed by a licensed certified public accountant concurrently with such resignation or expiration.
Article V — Committees
Section 1. 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 chairman. Members shall generally consist of 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 chairman. 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 2. 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 chairman thereof. The chairman 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 Director of the American College of Surgeons. These suggested nominations for pending vacancies related to the Governor-at-Large position(s) will be submitted to the Director of the American College of Surgeons for appropriate reference to official bodies of the College.
Article VI — Dues
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 sixty-five (65) or upon retirement from active practice, annual dues shall be discontinued. A member whose dues obligations are discontinued by virtue of the preceding sentence may continue to hold Chapter office and vote as other members. In times of financial stress or for special reason, the Council may waive or reduce the annual dues of any member.
Article VII — Execution of Papers
Except as otherwise provided in these Bylaws and/or as the Board of Directors 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 Corporation shall be signed by the President and by the Secretary. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by specific resolution of the Board of Directors: 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 present at a properly noticed meeting thereof. All checks shall be valid if signed only by the Treasurer or the President of the Corporation.
Article VIII — Fiscal Year
The fiscal year for the Corporation shall be the calendar year.
Article IX — Amendments
Except as in these Bylaws otherwise expressly provide, these Bylaws may be altered, amended or repealed at any meeting of the members. If the amendment is to be accomplished by a special meeting of the members, the notice thereof shall specify the subject matter of the proposed alteration, amendment or repeal or the articles to be affected thereby. PROVIDED, HOWEVER, that prior to adoption the proposed amendment or amendments be submitted to the Regents of the American College of Surgeons for their comments. PROVIDED, FURTHER, that all amendments must be by written resolution.
Article X — Dissolution
Dissolution may be authorized in the manner provided by law. In the event of dissolution, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all the remaining assets of the Corporation 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.
Committee on Young Surgeons
The Council shall appoint a Committee on Young Surgeons from a list of available candidates. Members must be fellows under the age of 45. Two new members shall be appointed each year and serve three-year terms or until their 45th birthday, whichever comes first. Vacancies on the Committee shall be filled by the Council as the need arises. Those members in the third year of their appointment shall serve as Chairman and Vice Chairman of the Committee as determined by mutual agreement of the parties or by chance if the parties cannot agree. The Committee shall meet at least annually as determined by the chairman.
The two most recently appointed members of the Council shall be expected to attend the
American College of Surgeons Committee on Young Surgeons meeting at ACS
headquarters and report to the Council at its next meeting. The Chairman and Vice
Chairman shall be members of the Legislative/Socioeconomic Issues Committee of the Chapter and shall be expected to attend Council meetings as non-voting members.