Bylaws

Bylaws of the American College of Surgeons
North Texas Chapter, Inc.
As Amended and Restated February 2016

Article I - Name

The Corporation shall be known as the American College of Surgeons – North Texas Chapter, Incorporated (herein referred to as the “Chapter”).

Article II - Purpose

The purpose of the Chapter shall be to promote the aims, interests, ideals and programs of the American College of Surgeons (herein referred to as the “College”) in North Texas; to serve as a means of communication between the members of the Chapter and the College; to elevate the standards of practice, training and education in surgery in North Texas; and to provide a means through which the Fellows and Associate Fellows may communicate with other professional and civic groups concerned with improvement in the delivery of health care.

Article III - Membership

Section 1. Classes of Members – The Chapter shall have five (5) classes of members. Any qualified applicant may become a member by application and payment of the appropriate dues. The methods of applying for membership shall be established by the council. The qualification for membership in the respective classes is as follows:

  1. Initiate Members – Initiate members shall be first year members of the American College of Surgeons, residing or practicing in the region of the North Texas Chapter (separate from the geographic region of the ACS South Texas Chapter) who apply for membership in the Chapter and agree to comply with its Bylaws. Initiate membership is limited to the first year immediately following initiation into the ACS. Membership in the North Texas Chapter will be automatic for Initiate members who reside in the North Texas region and names of such members will be added to the chapter database following the ACS Clinical Congress each year. They will be sent an email of notification/welcome by the chapter and will be invited to attend the Chapter Annual Meeting. Initiate members shall be sent dues notices inviting them to become Active members the year following their Initiate membership year.
  2. Active Members – Active members shall be Fellows and Associate Fellows of the American College of Surgeons residing or practicing in the North Texas Chapter area, who apply for membership in the Chapter and agree to comply with its Bylaws.
  3. Retired Members – Retired members shall be former active members of the Chapter who have retired from active practice and reside in North Texas.
  4. Affiliate Members – Affiliate Membership is available to physicians and non-physicians who work as part of the operating room team, in the office environment, in research, in surgical education, or in a medical association and are Affiliate Members of the American College of Surgeons residing or practicing in the North Texas Chapter area, who apply for membership in the Chapter and agree to comply with its Bylaws.
  5. Resident/Medical Student Members – Resident/Medical Student Membership is available to shall be medical students, residents, and surgeons in the first two years of practice prior to becoming eligible to be Active Members, residing or practicing in the North Texas Chapter area that apply for membership in the Chapter and agree to comply with its Bylaws.

Section 2. Voting and Office Holding Rights – Only initiate and active members of the Chapter shall be eligible to vote and serve on committees. Only initiate and active members shall be eligible to be officers or councilors.

Section 3. Termination of Membership – Membership in the Chapter may be terminated for the following reasons:

  1. Personal Request – A member of the Chapter may personally request termination of membership.
  2. Nonpayment of Dues – Membership in the Chapter will be terminated for failure to pay dues for three (3) consecutive years.
  3. Loss of Eligibility – Membership will be terminated by loss of Fellow, Associate Fellow, or Candidate (Applicant) status in the American College of Surgeons.

Section 4. Reinstatement – Reinstatement of membership in the Chapter shall require payment of current dues and one year of delinquent dues; and/or reinstatement as a Fellow, Associate Fellow or Associate of the American College of Surgeons, whichever is appropriate. Further requirements for reinstatement may be established by the council.

Article IV - Officers

Section 1. Officers – The officers of the Chapter shall consist of a president, president-elect, vice president, and a secretary-treasurer. Officers shall be nominated as provided by resolution of the council and shall be elected by act of the members, under Article V, Section 5. The nominating committee for officers and councilors shall consist of the current president and secretary – treasurer and the immediate three past presidents of the Chapter.

Section 2. Election and Term of Office of the President – The president shall be elected and installed at the Annual Meeting of the Chapter and shall serve until the next Annual Meeting. Thereafter, the office of the president shall be filled by the succession of the president – elect to the office of president.

Section 3. Election and Term of Office for the President – Elect and Vice President – nominees for president –elect and vice president, shall be elected at the Annual Meeting of the Chapter, specifically, during the Business Meeting of the Members. The slate of proposed officers will be presented to the membership by the Nominating Committee chairman. Additional nominations may be taken from the floor during the Business Meeting. A majority of votes will constitute election to office. Chapter officers shall serve until the next Annual Meeting of the Chapter or until their respective successors have been elected.

Section 4. Election and Term of Office of the Secretary – Treasurer – The secretary – treasurer of the Chapter shall be elected every third year at the Chapter Annual Meeting. The secretary – treasurer shall serve a term of three (3) years or until a successor is elected.

Section 5. Governors at Large – Governors at large representing the Chapter shall be elected by the Council based upon recommendation of the Governor Nominating Committee which shall be composed of the Chapter’s three (3) immediate past Governors, president and secretary – treasurer. They shall serve an initial term of three (3) years and be may be eligible for a second three (3) year term.

Section 6. Vacancies

  1. President – A vacancy in the office of president shall be filled by the vice – president who will complete the unexpired portion of the president’s term.
  2. President-Elect – A vacancy in the office of president – elect shall not be filled. In the event that a vacancy has occurred in the office of president – elect, the office of the president shall be filled at the next annual meeting by nomination and direct election of the membership in Section 2.
  3. Vice-President – A vacancy in the office of vice – president shall be filled by appointment of the president to complete the unexpired portion of the term.
  4. Secretary-Treasurer – A vacancy in the office of secretary – treasurer shall be filled by appointment of the president. This appointment shall be effective until the next Annual Meeting of the Chapter, at which time the normally scheduled election during the Business Meeting shall be held or a replacement shall be elected by the members to serve the remaining unexpired portion of the term, whichever is appropriate.
Article V - Duties of Officers

Section 1. President – The president shall be the principal executive officer of the Chapter and shall in general supervise and direct all of the business and affairs of the Chapter, subject to the direction and control of the council. The president shall preside at all meetings of chapter members and meetings of the council. The president shall appoint the members of all special and standing committees of the Chapter, except as otherwise provided in these Bylaws, and in general shall perform all duties customarily incident to the office of president.

Section 2. President – Elect – The president – elect shall automatically become president at the Annual Meeting following his election at the meeting. He shall also perform such duties as from time to time may be assigned by the president or council. The president – elect shall be a member who has maintained good standing in both the Chapter and the American College of Surgeons.

Section 3. Vice-President – The vice – president shall assist the president in the discharge of the duties of the president as the president may direct, and shall perform such other duties as from time to time may be assigned by the president or the council. In the absence of the president, or in the event of the president’s inability or refusal to act, the vice – president shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions that are specified for the president.

Section 4. Secretary -Treasurer: The secretary – treasurer shall have charge of the membership book of the Chapter, shall keep minutes of the meetings of the members and council in one or more books maintained for that purpose, shall see that all notices are duly given in accordance with the Chapter Bylaws and the Articles of Incorporation, shall be custodian of the Chapter’s records and seal; shall keep a record of all Fellows of the Chapter within the Chapter’s geographic area, shall maintain at the principal office of the Chapter a record of all members entitled to vote, and in general shall perform all duties customarily incident to the office of secretary and such duties as from time to time may be assigned by the president or the council.

The secretary – treasurer shall also be the principal accountant and financial officer of the Chapter and shall have charge of, and be responsible for, the maintenance of adequate books of account for the Chapter; shall collect and record dues as fixed by the council; shall have charge and custody of all funds and securities of the Chapter in such banks, trust companies or other depositories as shall be selected by the council; and shall in general perform all of the duties customarily incident to the office of the treasurer and such other duties as from time to time may be assigned by the president or council. If required by the council, the treasurer shall give a bond for the faithful discharge of the duties of the office in such sum and with such surety or sureties as the council shall determine the cost of any such bond or surety to be paid from the funds of the council. There shall be an annual audit of the books by an Audit Committee (see Article VIII).

The Council may employ an Executive Director/Chapter Administrator on behalf of the North Texas Chapter, who shall be responsible to the Council and shall perform the duties assigned by the Council.

Article VI - Meetings

Section 1. Annual Meeting – An annual meeting of the members of the Chapter shall be held each year, at a time and place designated by the Council, for the purpose of electing officers and councilors and for the transaction of such other business as may come before the members. At the time of the annual meeting of the members, an educational meeting will also be held for the presentation of papers, and other educational materials, for the edification of chapter membership.

Section 2. The agenda of the Business Meeting of the members, at minimum, shall consist of:

  1. Call to Order
  2. President’s Report
  3. Secretary/Treasurer’s Report
  4. Audit Committee Report
  5. Nominating Committee Report (soliciting nominations from the floor)
  6. Election of Officers
  7. New/Old Business
  8. Adjournment

Section 3. Special Meeting – Special meetings of the Chapter may be called by the council, the president, or 1/10 of the voting membership of the Chapter at such time and place as may be designated by the council.

Section 4. Notice of Meetings of the Members – Written or printed notice of the purpose, or purposes, for which the meeting is called shall be delivered to each member not less than ten (10) days or more than fifty (50) days before the date of such meeting via United States mail, or electronically, at the direction of the president, the secretary -treasurer, or the officer or persons calling the meeting. If 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 in the records of the Chapter. If communicated electronically, such notice will be deemed delivered at the time submitted via the member’s email address as it appears in the records of the Chapter.

Section 5. Quorum – Ten percent (10%) of the voting members of the Chapter shall constitute a quorum at any meeting of the members; provided that if less than a quorum is present at said meeting, a majority of those present may adjourn the meeting to another time and place with at least ten (10) business days’ notice.

Section 6. Manner of Acting – The act of a majority of the voting members present at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by statute, the Articles of Incorporation or these Bylaws.

Section 7. Informal Action by Membership – Any action required by statute, the Articles of Incorporation or these Bylaws, to be taken at a meeting of the members of the Chapter may be taken without a meeting if consent in writing, via United States mail, or electronically, setting forth the action to be taken is signed by all the members entitled to vote with respect to the subject matter thereof. If communicated electronically, such notice will be deemed delivered at the time submitted via the member’s email address as it appears in the records of the Chapter.

Article VII - Council

Section 1. General Powers – The property and affairs of the Chapter shall be managed by its council.

Section 2. Composition – The Council shall consist of the officers of the Chapter (defined in Article III), the immediate past president of the Chapter, the councilors elected by members of the Chapter, and the Governors of the American College of Surgeons residing in North Texas.

Ex-officio members of the council shall include the Chairman of the Committee on Trauma, the Chairman of the Commission on Cancer, the Chairman of the Departments of Surgery regional Medical Schools and Program Directors of Accredited Surgical Training Programs, and a representative of the Young Fellows Association. The representative of the Women in Surgery, Resident and Associate Society and surgical specialty representatives are to be included. If any surgical specialty of the College is not represented in the composition of the council, the President shall select a member who practices in the surgical specialty not represented to serve a one year term on the Council as an ex officio member. Ex-officio members shall not be eligible to vote.

Section 3. Annual Meeting – The annual meeting of the council shall be held without notice, immediately preceding, and at the same place as the annual meeting of the members.

Section 4. Special Meetings – Special meetings of the council may be called by or at the request of the president at a time and place fixed by the president.

Section 5. Quorum – A majority of the council members entitled to vote shall constitute a quorum for the transaction of business at any meeting of the council, provided that if less than a quorum is present at said meetings, a majority of the members present may adjourn the meeting to another time with appropriate notice. (See Article VI, Section 5)

Section 6. Manner of Acting – The act of a majority of the council members who are entitled to vote and who are present in person at a duly called meeting at which a quorum is present shall be the act of the council, unless the act of a greater number is required by statute, the Articles of Incorporation or these Bylaws.

Section 7. Informal Action of the Council – Any action which is required by law or the Articles of Incorporation or these Bylaws to be taken at a meeting of the council, or any other action which may be taken at a meeting of the council, may be taken without a meeting if a consent in writing setting forth the action taken and the subject matter therefore shall be signed by all Council members entitled to vote. Such actions may be taken with verified electronic signature. Any such consent shall have the same force and effect as a unanimous vote at a duly called and constituted meeting of the council.

Section 8. Vacancies – Any vacancy arising in the membership of the council shall be filled under the provisions of Section 10 of this Article or Section 6 of Article IV, whichever is appropriate.

Section 9. Election of Councilors – At the first annual meeting of the Chapter, one councilor shall be elected to serve for a term of three (3) years, another for a term of two (2) years, and another for a term of one (1) year. Thereafter, at each annual meeting of the Chapter, one councilor shall be elected for a three (3) year term to replace a retiring councilor. Councilors shall be nominated as provided by resolution of the council and shall be elected by an act of the members, under ARTICLE III, Section 5.

Section 10. Vacancy in the Office of Councilor – A vacancy in the office of councilor shall be filled by appointment of the president. This appointment shall be effective until the next annual meeting of the Chapter, at which time the normally scheduled election shall be held or a replacement shall be elected by the members to serve the remaining unexpired portion of the term, whichever is appropriate.

Article VIII - Committees

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 such committee shall be as provided in such resolution. Except as otherwise provided in such resolution, or these Bylaws, 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, removal, or until the committee shall be terminated.

Section 3. Chairman – One member of each committee shall be appointed chairman of the committee by the president of the Chapter.

Section 4. Audit Committee – The president shall name an audit committee at the Annual Meeting. The Audit Committee will be comprised of three members, who will be responsible to audit the financial records of the Chapter in concert with the secretary -treasurer prior to the next Annual Meeting. The Audit Committee shall provide the Audit Report for the membership at the Business Meeting held during the Annual Meeting.

Section 5. Vacancies – Vacancies in the membership of any committee shall be filled by appointment of the president.

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 act of a majority of the members present at a duly called meeting at which a quorum is present shall be the act of committee.

Article IX - Fiscal Year

The fiscal year of the Chapter shall begin on the first day of January and end on the last day of December of each calendar year.

Article X - Dues

Annual dues shall be set by the council at its annual meeting. Additional assessments may be made by the council at any annual or special meeting. Initiates shall pay one half the annual chapter dues. Members who shall be exempt from dues and assessments include:

  1. Retired Fellows
  2. Those 70 years of age or more
Article XI - Rules of Procedure

All questions of procedure regarding the affairs of the Chapter, including those of the meetings of the members, the council and committees, shall be governed by the then current edition of Robert’s Rules of Order, except as otherwise provided by statute, the Articles of Incorporation or these Bylaws.

Article XII - College of Surgeons

Neither the Chapter nor any of its officers, councilors, or members, is authorized to represent or in any way bind the American College of Surgeons, nor will any of them in any way hold themselves out as being so authorized.

Article XIII - Indemnification

To the full extent permitted by law, the chapter may indemnify its council members, officers, and committee members and every former council member, officer, or committee member to the full extent permitted by the laws of the State of Texas. The Chapter may purchase and maintain insurance on behalf of any person referred to in the preceding sentence whether or not the Chapter would have the power to indemnify such persons under the provisions of this Article or otherwise

Article XIV - Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two – thirds vote 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 not less than ten (10) days nor more than fifty (50) days before the date of the meeting. The Bylaw amendments shall be submitted to the Board of Regents of the American College of Surgeons for its review.

Article XV - Diversity Statement

The North Texas Chapter of the American College of Surgeons is committed to full and equal participation of all members.
These Bylaws have been published, and were adopted as amended, by vote of the membership at the 2016 Annual Meeting of the North Texas Chapter of the American College of Surgeons.

AMERICAN COLLEGE OF SURGEONS NORTH TEXAS CHAPTER
AMENDED FEBRUARY 20, 2016