Bylaws of the Texas Society for Vascular and Endovascular Surgery
BOARD OF DIRECTORS
Texas Society of Vascular and Endovascular Surgery shall be governed by a Board of Directors whose number shall not be less than three. The activity and constitution of the Board of Directors shall at all times be subject to and governed by the requirements of Article 2.14 through 2.19 of the Texas Non-Profit Corporation Act.
1. Election of Directors: The Directors of the corporation shall serve for a term of one year (or until a Director's successor has been duly elected and has taken office). The Directors shall be elected annually by the voting members of the organization. Election shall be by majority vote. The Board of Directors s will be composed of the elected officers of the society (The President, Vice President, Treasurer, and Secretary) and the immediate past two Presidents of the Society as well as other non-Officer Directors as deemed necessary.
2. Qualifications of Directors: Directors need to be Active members of[WS1] the Organization.
3. Number of Directors: The number of Directors may be increased at any time to permit and encourage the service and participation of interested, qualified persons. Any increase or decrease in the number of Directors shall be by vote of a majority of the Active members of the organization, and any Director who is not an Active member of the organization may be removed or replaced at any time by the Active members. Active members shall constitute a majority of the Directors.
4. Vacancies: Vacancies on the Board of Directors shall be filled by the active members of the organization until the next scheduled election of officers. Should the office of President be vacated, the Vice-President shall assume the President's duties.
5. Other Matters: All other matters pertaining to the Board of Directors, removal, quorum, meeting, voting and qualification of Trustees and Directors, shall be as provided by the Texas Non-Profit Corporation Act. The Directors may act without a meeting and by unanimous consent as permitted by Article 9.10 of the Texas Business Corporation Act. The Directors may waive notice of a formal meeting.
Voting members of the society may, by majority vote, elect officers of the organization which may include a President, one or more Vice-Presidents (as the society may from time to time designate), a Secretary, and a Treasurer.
1. Duties of Officers: The officers shall perform such duties as are required to conduct the business of the society, and shall at all times be subject to and governed by the Bylaws of the society and the Board of Directors of the corporation.
2. Qualifications of Officers: Officers shall be voting members of the society.
3. Payment of Officers: Officers shall serve without pay, but shall be reimbursed for actual expenses incurred in the conduct of society business. All such reimbursements shall be detailed in the annual treasurer's report. The Board of Directors is authorized to enter into a long-term contract of employment for the services of an officer or other employee. No contract for employment shall be for
more than three years.
4. Terms: Officers shall hold a term of one year, with the option to continue for subsequent years at the Discretion of the Board of Directors.
5. Other Matters: All other matters pertaining to the election, service, and removal of officers shall be according to the provisions of the Texas Non-Profit Corporation Act, and particularly Article 2.20 of the Act. The day-to-day business of the organization shall be governed by its elected officers, each of whom shall have one vote. Presence of fifty percent of the officers shall constitute a quorum. The officers may act without a meeting and by unanimous consent as permitted by Article 9.10 of the Texas Business Corporation Act. The officers may waive notice of a formal meeting.
Qualifications for membership in the organization shall be determined by the Board of Directors. Names of prospective members shall be submitted by active members, and application forms will be forwarded by the Secretary to applicants. After appropriate review of credentials, individual qualifications for membership shall ultimately be determined by a majority vote of the Board of Directors. Applicants can be from any state. The five categories of membership will be (1) Active, (2) Allied Health, (3) Candidate, (4) Affiliate, (5) and Honorary.
1. Active Membership:
Active membership may be requested by qualified surgeons who are
(1) post graduate training in vascular surgery in an ACGME approved training program or
(2) limit their practice primarily to vascular surgery.
Active membership requires payment of annual dues and grants full voting privileges.
2. Allied Health Membership:
Is available to Physician Assistants, Nurse Practitioners, Society of Vascular Nursing members, Registered Vascular Technicians. Dues are determined by the Board of Directors.
3. Candidate Membership:
Is available for Medical Students, Residents, and Fellows who have an interest in Vascular Surgery. No dues are required for membership and meeting dues are determined by the Board of Directors and voting privileges are not assigned to this group.
4. Affiliate Membership:
Other practitioners with a strong relationship with the Society and/or vascular disease and cases may apply for this membership category. Dues are determined by the Board of Directors and voting privileges are not assigned to this group. Membership may be requested by former active members who have retired from practice or moved to a distant geographic location and no longer participate in the business of the society. Affiliate membership requires no meeting attendance and does not grant voting status.
5. Honorary Membership: Honorary membership may be granted to other qualified surgeons or distinguished friends of the society by the Board of Directors or the voting membership. Honorary members are not required to pay dues or attend annual meetings and do not have voting privileges.
Dues for all categories shall be determined by the Board of Directors at their discretion.
Committees, committee chairpersons, and members may be appointed by the President to assist in conducting the society's business. [ES2]
The society members shall meet once a year during the fall meeting. Dates of the meeting will be determined by the Board of Directors . Officers and committee member will be responsible for conducting the meeting, and attendance of the Annual Meeting is mandatory for Active Members at least once every 5 years. Business of the society shall be conducted at the fall meeting. Presence of five of the voting members shall constitute a quorum and be sufficient to conduct the business of the society.
Unless otherwise provided in the corporation's Articles of Incorporation, by the Bylaws, or by the Texas Non-Profit Corporation Act, a fifty percent vote of the voting membership is required to amend these Bylaws and to amend the corporation's Articles of Incorporation.
1. STATEMENT OF PURPOSE AND LIMITATIONS
The corporation is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations who qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future
United States Internal Revenue law). In particular, the organization's purposes are to enhance the skills of physicians and medical personnel by presenting medical and surgical information essential to maintaining the highest standards of patient care in vascular surgery in the community[WS3] .
2. STATEMENT OF INCLUSIVITY
The Texas Society for Vascular and Endovascular Surgery exists to promote the specialty of vascular and endovascular surgery, to provide education to members and others, and to improve the care of patients with vascular disease. To best accomplish these goals, we embrace values of equity, diversity and inclusion. We recognize that these values promote innovation and help connect us with our patients. Discrimination based on race, gender, sex, ethnicity, color, creed, or disability is prohibited in any of the Society's activities or functions
Date of last ratification: November 09, 2019