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Southeastern Surgical Congress

By-Laws
of the
Southeastern Surgical Congress

ARTICLE I
Nature and Purpose of Corporation

Section 1: Nonprofit Organization

As a nonprofit corporation organized pursuant to the provisions of the Georgia Nonprofit corporation Code, the Southeastern Surgical Congress shall have no capital stock and no shareholders but is to be supported by dues of its members, contributions, subscriptions and donations. No part of the net earnings, income or profit of the Congress shall inure to the benefit of or be distributable to its directors, officers, or other private individuals except that the Congress may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of its educational, scientific, and social purposes.

Section 2: Purposes

As set forth in its Articles of Incorporation, the Congress is organized and shall be operated for educational, scientific, and social purposes in order to promote and advance the study and practice of surgery and allied sciences and to promote generally and in all lawful ways the art and science of medicine.

ARTICLE II
Members

The members of this organization are those who are now members and those who may be elected to membership in accordance with these By-Laws.

Section 1: Classification of Members

The membership is unlimited and shall be divided into Regular Fellows, Associate Fellows, Affiliate Fellows, Resident Fellows, Senior Fellows, Inactive Fellows, and Honorary Fellows.

Section 2: Qualifications

An applicant who, in the judgment of the Membership Committee or Council, does not meet the requirements for membership shall not, unless and until the deficiencies are corrected, be further considered for membership except by unanimous vote of the Council.

A. REGULAR FELLOWS: Members of the Southeastern Surgical Congress, designated as Regular Fellows, shall be residents of one of the following southeastern states, districts, territories, or commonwealths, at the time of application: Alabama, Delaware, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, New Jersey, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, the District of Columbia, and Puerto Rico, licensed to practice medicine in their respective states, districts, territories, or commonwealths, and be a diplomate of an approved surgical or approved specialty Board *.

B. ASSOCIATE FELLOWS: Fellows outside the geographical limits as noted in Article II, Section 2.A. Regular Fellows. The requirements for Associate Fellows are identical to Regular Fellows except for the geographical location requirement. Associate Fellows shall enjoy all the privileges of the Fellows. Membership dues shall be the same as those paid by the Regular Fellows.

C. AFFILIATE FELLOWS: (1) A surgeon who has completed a surgical residency approved by the Accreditation Council for Graduate Medical Education but who is not yet a diplomate of an approved surgical or approved specialty Board*. Dues shall be the same as for Regular Fellows.

D. RESIDENT FELLOWS: A resident who is in training in a surgical residency approved by the Accreditation Council for Graduate Medical Education. A resident shall pay dues as established by the Council.

All Fellows of the Congress who pay dues receive the journal THE AMERICAN SURGEON.

E. SENIOR FELLOWS: Fellows who reach the age of 65 become Senior Fellows of the Congress. They shall have all the privileges of fellowship but shall not be expected to pay dues. A new Fellow who is 65 years or older will not immediately become a Senior Fellow but must pay the initiation fee and full dues for the first year. In the next fiscal year, the member may be made a Senior Fellow.

F. INACTIVE FELLOWS: This category of membership is to include: (1) Members affected by prolonged illness or who, for other reasons, are inactive in practice but wish to remain identified with the Congress. To become inactive, a member must apply to the Secretary for approval by the Council; after inactive status is approved, membership dues are not required.

G. HONORARY FELLOWS: The Council may elect as Honorary Fellows individuals who (1) possess an international reputation in the field of surgery or medicine, or who (2) have rendered distinguished humanitarian services, especially in the field of medical science. The named lecturers selected for each annual scientific program shall be made Honorary Fellows of the Congress.

If there are others who deserve to be made Honorary Fellows of the Congress, the names of candidates shall be presented to the Executive Committee, who may present recommendations to the Council which is empowered to confer Honorary Fellowship at its discretion.

Honorary Fellows shall not be required to pay dues but shall enjoy all the privileges of the Fellows.

* Approved by The American Board of Surgery or the American Board of Medical Specialt ies.

Section 3: Invitation of Fellowship

A. Membership is open to all qualified surgeons. Any qualified surgeon may make application to be a member of the Congress. The application form should be completely filled in, signed, and sent to the Secretary-Treasurer.

B. The applicant for membership in the Congress must be approved by the Membership Committee. The applicant will be notified when membership is approved. New members are encouraged to attend the next annual scientific meeting.

Section 4: Membership Dues

A. Regular, Associate, and Affiliate Fellows of the Congress shall pay an initiation fee (the amount to be determined by the Council) and the first year's dues. The dues thereafter will be payable in the amount determined by the Council.

B. Resident Fellows shall pay yearly dues as determined by the Council.

C. Senior, Inactive, and Honorary Fellows shall not pay dues.

D. Any member whose dues remain unpaid for six months (without adequate excuse), shall be dropped from the membership. The Fellow may be reinstated upon payment of dues for the full fiscal year in which reinstatement is made.

Section 5: Termination of Membership

A. Whenever the membership of any person in the Congress terminates by resignation, death, or in any other manner, all rights and privileges of such person, or the representatives of his estate in the Congress and the member's vested interests, shall automatically terminate.

B. Any Fellow, who for any reason other than retirement, discontinues the practice of surgery and who wishes to retain Fellowship, may present the facts of the case to the Secretary-Treasurer for consideration and action.

ARTICLE III
Officers

The officers of the Congress shall consist of a President, President-Elect, First Vice-President, Second Vice-President, and Secretary-Treasurer. The President, the President-Elect, and the First and Second Vice-Presidents are elected by the Fellows for one year terms or until a successor is chosen. The Secretary-Treasurer is elected by the Council for a four year tern, renewable once.

Section 1: Election of Officers

A. The Nominating Committee, composed of the three most recent Past Presidents with the senior acting as Chairman, presents its recommendations to the Council for consideration. If the nominees are approved by the Council, the approved slate shall be presented to the Fellows by the Chairman of the Nominating Committee at the business session designated for the election of officers. If the Council should fail to approve the names for officers presented by the Nominating Committee, one or all names may be rejected and other names considered until satisfactory nominees are selected. In addition to the report of the Nominating Committee, nominations from the floor may be made at the business session of the Fellows. The formal election of officers shall be the next to the last order of business on the agenda at the business meeting of the Fellows.

B. Election shall be by secret ballot, by viva voce, or by standing vote. A majority of votes cast shall be necessary for election.

C. In balloting for nominees for the various offices, in the event no one candidate receives a majority of votes cast, the two receiving the largest number of votes shall be selected to be placed in a "run-off" election. In the "run-off" election, the candidate receiving the largest number of votes shall be considered elected.

D. All officers shall be installed as the last order of business at the annual business meeting of the Fellows.

Section 2: Duties of Officers

A. THE PRESIDENT: The President shall preside over all sessions of the Council and all scientific and business sessions of the Congress. A presiding officer may be designated to preside over any session of the Council or Congress. The President shall perform such other duties as custom and parliamentary usage may require.

1. Committee Membership: The President shall preside over the Executive Committee of the Council, the Council, and shall be a member of the Continuing Medical Education Committee, and an ex officio member of all other Committees.

2. Committee Appointments: Within one month after installation, the President shall appoint:

a. One member to the Continuing Medical Education Committee for a five year term and one member who shall be a non-academic surgeon for a three year term.

b. A new Councilor for any state where a vacancy occurs for new full terms or as needed to complete a term.

c. Special committees as the need arises.

d. A member to replace anyone appointed to serve on any committee who is unable to complete the term of office.

e. The President may relieve any appointed member of any committee of duties.

3. Call Meeting: The President may call a meeting of the Council or of any committee for the consideration of such business as may properly be brought before it.

4. Signature: The President shall sign all Certificates of Fellowship and other documents as the need arises.

5. Presidential Address: During the annual scientific meeting, the President shall deliver an address on such matters as are deemed of importance to the Fellows of the Congress.

6. Term of Service: The President, upon becoming the Immediate Past President, shall remain a member of the Council, the Executive Committee, and the Continuing Medical Education Committee, and shall retain the voting rights and privileges of a Councilor and a member of such committees for one year.

B. THE PRESIDENT-ELECT: The President-Elect shall assist the President in the performance of duties of the office and shall preside if the President is away. The President-Elect shall serve as a member of the Council of the Congress, and shall be a member of the Continuing Medical Education Committee and the Executive Committee. Duties as President begin upon installation at the annual business meeting. On the President's death, resignation, or removal, the President-Elect shall serve out that term and then succeed to the Presidency in the usual order.

C. THE FIRST VICE-PRESIDENT: The First Vice-President shall assist the President and serve as a member of the Council and the Executive Committee. The First Vice-President shall chair the Membership Committee.

D. THE SECOND VICE-PRESIDENT: The Second Vice-President shall assist the President and serve as a member of the Council and the Executive Committee. The Second Vice-President shall assist the Secretary-Treasurer with financial matters of the Congress.

E. THE SECRETARY-TREASURER: The Secretary-Treasurer shall be a member of the Council, the Executive Committee, and the Continuing Medical Education Committee, and shall be an ex officio member of all other standing committees.

1. The Secretary-Treasurer shall keep the minutes of the proceedings of the Council, have custody of and attest the seal of the Corporation, and perform such other duties as are customarily assigned to the Secretary-Treasurer and as the Council may assign. Compensation shall be determined by the Council.

2. The Secretary-Treasurer shall sign documents on behalf of the Congress as the need arises.

3. If the Secretary-Treasurer is unable to complete the term of office, the President shall appoint a successor to serve until the next election.

4. the term of office of the Secretary-Treasurer shall be four years, renewable once.

5. The Secretary-Treasurer shall be bonded by the Council for the faithful performance of trust in an amount to be determined by the Council.

ARTICLE IV
Council

A. The Council is the governing body of the Southeastern Surgical Congress. The Council shall manage the business and affairs of the Congress and may exercise all powers of the Congress, subject to any restrictions imposed by law, by the Restated Articles of Incorporation, or by these By-Laws.

B. The Council is specifically charged with the duty of allowing no part of the funds or assets of the Congress to inure to the benefit of any private individual.

Section 1: Membership of the Council

A. The Council shall consist of the President, President-Elect, Immediate Past President, First Vice-President, Second Vice-President, Secretary-Treasurer, the Representative to the American Board of Surgery, one Councilor appointed by the President from each state, district, territory, or commonwealth making up the Congress ("State Councilor"), and three Councilors at Large.

B. The term of office for each State Councilor, or Councilor at Large, shall be fore three years, and no individual may serve more than two consecutive terms as Councilor. The Councilor may be appointed to serve again after being off the Council for at least one term. Upon expiration of each State Councilor's term, a successor shall be appointed by the President. If a Councilor is not able to complete the regular term of office, the President shall appoint another Councilor to fill the unexpired term.

C. Councilors at Large shall be nominated by the Nominating Committee and elected by the Council as terms expire. A Councilor at Large can serve no more than two consecutive terms. The three Councilors at Large shall each be from a different state, district, territory, or commonwealth. If a Councilor at Large is unable to fulfill the term of office, the President may appoint another to serve until the next meeting of the Council.

D. In addition to the duties during the Council meeting, each State Councilor shall serve as the titular head for the Congress in that state, district, or territory and shall attend to those duties which shall pertain to the Congress in that state, district, or territory.

E. Councilors at Large shall serve on committees as appointed and shall be of assistance in the running of the business of the Congress as requested by the President.

F. A vacancy occurring in the Council, for any reason, shall be filled by the President. A Councilor appointed to fill a vacancy shall serve out the unexpired term of the predecessor in office and then be eligible for appointment in the position in the usual way.

Section 2: Meetings of the Council

A. The Council shall meet during the annual scientific meeting of the Congress and as often as may be necessary to perform its duties. The business of the Congress may be conducted by mail or telephone at other times. The Council shall be subject to call meetings at any time the President may elect, or on petition of five members of the Council. Any meeting may be held at any place within or outside the State of Georgia.

B. In the event any regular member of the Council is unable to attend the annual scientific meeting, the President may appoint an alternate to serve for that meeting. The regular terms for Councilors shall terminate at the close of the annual session of the particular year as listed for each state, district, territory, or commonwealth.

C. A majority of the Councilors in office at any time shall constitute a quorum for the transaction of business at any meeting. When a quorum is present, the vote of the majority of the Councilors present and voting shall be the act of the Council, unless a greater vote is required by law, by the Restated Articles of Incorporation, or by there By-Laws.

D. Any action required or permitted to be taken at a meeting of the Council or any committee thereof may be taken without a meeting if written consent, setting forth the action taken, is signed by all the Councilors or committee members and filed with the minutes of the proceedings of the Council or committee. Such consent shall have the same force and effect as a unanimous affirmative vote of the Council or committee.

E. Unless the Restated Articles of Incorporation otherwise provide, members of the Council, or any committee designated by the Council, may participate in a meeting of the Council or committee by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such a meeting.

F. The President of the Congress shall preside at all meetings of the Council or shall name a Chairman pro tem. If none of the regular officers are present, the Council shall elect a presider.

G. The Council shall hear reports from the Editor-In-Chief of the journal THE AMERICAN SURGEON and shall give guidance to the Editor regarding the operation of the journal.

ARTICLE V
Committees

Committees appointed for the Congress shall be standing committees, special committees, and subcommittees. Special committees are ad interim committees whose duties terminate upon adjournment of the meeting or as soon as these committees make acceptable reports to the Council or the Fellows of the Congress or the Executive Committee. Subcommittees are appointed by the Chairman of the committees as the need arises.

Section 1: Standing Committees

A. The Standing Committees for the Congress are: the Executive Committee, the Membership Committee, the Continuing Medical Education Committee, and the Nominating Committee.

B. The Standing Committees shall make annual reports to the Council and/or business meetings of the Fellows during the meeting following their appointment. One or more of these committees may be required to make a report to the Executive Committee during its meeting.

C. The findings and recommendations of all committees become the property of the Congress and must be transmitted to the Secretary of the Congress to be properly recorded in the minutes of the Congress.

1. THE EXECUTIVE COMMITTEE:
There shall be an Executive Committee of the Council composed of the President, the President-Elect, the First Vice-President, the Second Vice-President, the Immediate Past President, the Secretary-Treasurer, and two members elected by the Council from its members with one member to be elected each year to serve for a two-year term.

a. This Committee shall represent the Council between annual meetings, consider and act upon such matters as come before the Council, and report its findings and conclusions to the Council at the next meeting. The Executive Committee shall meet upon call of the President, or upon the request of any of its members.

b. All expenses incident to interim meetings of the Executive Committee of the Council shall be paid by the Congress.

2. THE MEMBERSHIP COMMITTEE:
This Committee shall review the credentials of new applicants for membership as forwarded by the State Councilors and shall recommend action to the Council. The First Vice-President shall chair the Committee which shall also consist of three state Councilors appointed for three-year terms; the President shall appoint one member each year. It shall be the duty of this Committee to:

a. Meet each year during the annual scientific meeting to develop a plan for membership recruitment and to give such plan to the Secretary-Treasurer.

b. Periodically examine and revise the publicity materials of the Congress to be used in membership recruitment.

c. Examine the needs of members for representation and continuing medical education and advise the Secretary-Treasurer and the CME Committee.

d. Work with the Atlanta Office to assure accuracy in processing membership applications as they are received.

3. THE CONTINUING MEDICAL EDUCATION COMMITTEE:
This Committee shall consist of the President, President-Elect, Immediate Past President, Secretary-Treasurer, and five members from the membership of the Congress. The President is to appoint one member annually to serve for five years. The retiring member shall be Chairman during the final year of membership. The President shall also appoint one non-academic surgeon for a three-year term.

a. The Continuing Medical Education Committee shall follow the Essentials, Guidelines, and Standards for Accreditation of Sponsors of Continuing Medical Education as required by the Accreditation Council for Continuing Medical Education. The Secretary-Treasurer shall maintain all records and documents as required to meet the requirements and to complete the necessary periodic applications to the Accreditation Council for Continuing Medical Education to maintain the accreditation of the Congress.

b. Following the appropriate Guidelines, the Continuing Medical Education Committee shall plan the scientific program, select papers to be presented, suggest topics to be addressed by guest speakers, and identify subjects for panel discussions at the annual meeting of the Congress.

4. THE NOMINATING COMMITTEE:
This Committee shall consist of the three living immediate Past Presidents, with the senior one acting as Chairman. If alternates are needed, the current President shall name one from the other Past Presidents available.

a. The Nominating Committee shall submit to the Council a slate of prospective officers for the ensuing year. They shall nominate candidates for the following offices: President-Elect, First Vice-President, Second Vice-President, member of the Council for the Executive Committee, and Councilors at Large as needed.

b. When needed, the Nominating Committee shall also submit names for the position of Secretary-Treasurer, three names of persons from which the American College of Surgeons will select the representative of the Congress to the Board of Governors, and three names of persons from which the American Board of Surgery will select the representative of the Congress to the American Board of Surgery.

Section 2: Special Committees

Special committees may be appointed by the President at any time or by any presiding officer during a meeting of the Council or the business meeting of the Fellows.

Section 3: Subcommittees

Subcommittees may be appointed by the chairmen of the committees as the need for such subcommittees arises. Subcommittees report to the committee from which they are appointed.

ARTICLE VI
Meetings of the Congress

A. The Congress shall meet annually. The time and place for holding the annual scientific meting shall be determined by the Executive Committee with the approval of the Council.

B. Papers presented on the annual scientific program of the Congress shall become the property of the Southeastern Surgical Congress, owner and publisher of THE AMERICAN SURGEON. Subject to approval by the Editor and/or the usual peer review process, all papers shall be published in THE AMERICAN SURGEON, official publication of the Southeastern Surgical Congress.

C. During the annual scientific meeting there shall be one or more business sessions held for the membership to elect officers and to consider and pass upon any other business that may come before the Congress. The time and place of the business meeting shall be determined by the Council.

D. All persons attending the annual scientific meeting are required to register and wear a badge which admits them to the scientific meeting. The Council may vary the registration fee at its discretion.

E. Honored guests, at the discretion of the President or the Secretary-Treasurer, may be admitted without paying a registration fee.

F. The President shall appoint such local arrangements committees as are necessary in consultation with the Secretary-Treasurer.

ARTICLE VII
Rules of Order

The deliberations of this Congress shall be governed by parliamentary procedure as contained in Robert's Rules of Order.

ARTICLE VIII
Depositories and Signatures

A. All funds of the Congress shall be deposited in the name of the Congress in such bank, banks, or other financial institutions, as the Council may from time to time designate and shall be drawn out on checks, drafts, or other orders signed on behalf of the Congress by such person or persons as the Council may designate from time to time.

B. All contracts, deeds, and other instruments shall be signed on behalf of the Congress by the President, the Secretary-Treasurer, or by such other officer, officers, agent or agents, as the Council may from time to time provide.

ARTICLE IX
Indemnity

Any person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Congress), by reason of the fact that such person is or was a Councilor, officer, employee or agent of the Congress, or is or was serving at the request of the Congress as a Councilor, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Congress against expenses (including reasonable attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Congress (and with respect to any criminal action or proceedings, if such person had no reasonable cause to believe such person's conduct was unlawful), to the maximum extent permitted by, and in the manner provided by, the Georgia Nonprofit Corporation Code; provided, however, that no such person shall be indemnified by the Congress if the Congress constitutes a "private foundation" and receipt of the payment would constitute an act of "self-dealing" within the meaning of Section 4941 of the United States Internal Revenue code of 1986, as amended.

ARTICLE X
Amendment of By-Laws

The Council shall have the power to alter and amend the By-Laws and to repeal the By-Laws or to adopt new By-Laws. Action by the Councilors with respect to the By-Laws shall be taken by the affirmative vote of a majority of all the Councilors then in office.

ARTICLE XI
Dissolution

In the event of the dissolution of the Congress, all remaining assets shall be distributed exclusively for charitable, scientific, or educational purposes.