Bylaws of the Texas Society of 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 shall also
serve as elected officers of the society.
2. Qualifications of Directors: Directors need not be members of the
organization, but a majority of Directors shall be elected from the Active
membership of the society. Directors who are also elected as officers must be Active
members of the organization and must be members in good standing in their medical
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
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 be majority vote elect officers of the
organization which may include a President, President-Elect, one or more Vice-
Presidents (as the society may from time to time designate, a Secretary, a Treasurer,
and the two immediate past Presidents.
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. 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
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. The three
categories of membership will be (1) active, (2) corresponding, and (3) honorary.
1. Active Membership: Active membership may be requested by qualified
surgeons who (1) have completed a minimum of one year post graduate
training in peripheral vascular surgery or (2) limit their practice primarily to
peripheral vascular surgery. Active membership requires regular meeting
attendance (on average of one of the society's meetings over a two year period],
payment of annual dues, and grants full voting privileges. After the date of
approval of these Bylaws, new members must have completed their fellowship in a
program approved by the American Board of Surgery Residency Review Committee,
or in a program approved by the Board of Directors of the society.
2. Corresponding Membership: Corresponding 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. Corresponding membership requires payment of 1/4 the amount of
annual dues, requires no meeting attendance, and does not grant voting status.
3. 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.
Committees, committee chairpersons, and members may be appointed
by the President to assist in conducting the society's business.
The society members shall meet once a year during the fall meeting. Date of
the meeting will be determined by the President. Officers and committee members
will be responsible for conducting the meeting, and attendance of the annual
meeting is mandatory for active members. Business of the society shall be
conducted at the fall meeting. Presence of fifty per cent 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 per cent vote of
the voting membership is required to amend these Bylaws and to amend the
corporation's Articles of Incorporation.
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.