Bylaws
BYLAWS
(A Delaware Nonprofit Corporation)
PREFACE
The corporation is organized and shall be operated as a nonstock, nonprofit corporation exclusively for charitable, scientific and educational purposes without pecuniary gain or profit to its members or to any private individual. Generally, its purposes shall be:
a. to advance the study of ambulatory anesthesia, to contribute to its growth and influence, to encourage specialization in the field of ambulatory anesthesia and to encourage high ethical and professional standards by fostering and encouraging research, education, and scientific progress in ambulatory anesthesia;
b. to publish and encourage the dissemination to the profession and to the public of information concerning the role of anesthesia in ambulatory surgery and to issue publications of scientific and cultural interest;
c. to support, encourage, and participate in the development and promotion of policies and programs of the American Society of Anesthesiologists and other professional organizations regarding ambulatory anesthesia; and
d. to support, encourage, and participate in the development of guidelines of postgraduate education for qualification as a sub specialist in ambulatory anesthesia and guidelines for approval of postgraduate training programs in ambulatory anesthesia.
ARTICLE I
NAME
Section 1.1. NAME. The name of this corporation shall be Society for Ambulatory
Anesthesia (the "Society"), a nonprofit corporation incorporated under the General Corporation Law of the State of Delaware.
ARTICLE II
OFFICES
Section 2.1. REGISTERED OFFICE AND REGISTERED AGENT. The Society shall have and continuously maintain in the State of Delaware a registered office and a registered agent whose office shall be identical with such registered office. The registered office of the Society in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, and the name of the registered agent in the State of Delaware is The Corporation Trust Company, whose address is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
Section 2.2. EXECUTIVE OFFICE. The Society shall maintain an executive office for the administration of its affairs. The Board of Directors may employ or retain an Executive Director upon recommendation of the President. The Executive Director shall be the general administrative officer and business manager of the Society. In carrying out his/her responsibilities, the Executive Director shall adhere strictly to the general policy of the Society.
The duties of the Executive Director shall be:
a. To supervise all administrative personnel and consultants and to coordinate all the functions of the Society.
b. To assist the President, other officers and committees with reports and recommendations and such other matters as they may request;
c. To act in place of the Secretary during absence or disability of that officer or as otherwise appropriate;
d. To respond to member inquiries;
e. To compile a comprehensive review of the activities of the Society and the Executive Director during the year to be submitted to the Board of Directors at its spring meeting; and
f. To carry out such other responsibilities as the Board of Directors or President may direct. Administrative personnel and consultants may be employed or retained as directed by the Board of Directors. The Executive Director and administrative staff shall be under the direction and supervision of the President, subject to the control of the Board of Directors. Unless otherwise provided for by contract, the Executive Director shall serve at the will of the Board of Directors. Whenever a vacancy occurs in the position of the Executive Director, the President shall appoint a committee to investigate the qualifications of applicants. The Board of Directors shall determine the salary of the Executive Director and such other administrative personnel and consultants as shall be employed or retained.
Section 2.3. OTHER OFFICES. The Society may have other offices at such places, both within and without the State of Delaware, as the Board of Directors, by a two-thirds (2/3) vote, may from time to time determine.
ARTICLE III
MEMBERSHIP
Section 3.1. MEMBERSHIP.
a. Membership in the Society is a privilege and not a right, and is contingent upon compliance with the requirements specified in these Bylaws. No person shall be accepted or continued as a member unless he/she is of good moral character and adheres to the ethical standards of the medical profession, and is practicing in accordance with the principles of this Society as set forth in these Bylaws.
b. An application for membership shall be made upon an official membership application form.
Section 3.2. CLASSES OF MEMBERSHIP. There shall be eleven (11) classes of membership.
a. Active. A physician licensed in the jurisdiction in which he/she practices, who is engaged in the practice of or who is especially interested in the medical subspecialty of Ambulatory Anesthesia, and who possesses a degree of Doctor of Medicine, Bachelor of Medicine, Doctor of Osteopathy, or an individual with an equivalent degree and who has completed a residency training program in anesthesia accredited by the American Council for Graduate Medical Education or the Committee on Post-Doctoral Training of the American Osteopathic Association, or the equivalent of such accrediting bodies of other countries, and who is an active member of the American Society of Anesthesiologists, shall qualify for active membership. Only active members of the Society shall be permitted to vote, hold office, and serve on the Board of Directors. Unless otherwise defined or qualified, the terms "member" or “membership" as used in these Bylaws shall refer to active members.
b. Resident. A physician who is in full-time training in an approved residency in the specialty of anesthesiology shall qualify for resident membership, provided, however, that no member may be classified in this category for more than a total of four (4) years. Except as provided in Section 3.2.a. of these Bylaws, resident members shall have all of the privileges of active membership.
c. Honorary. Any person who has attained exceptional eminence in anesthesiology or related fields, or who has made a significant contribution to anesthesiology and whom the Society desires to honor, shall qualify for honorary membership. Honorary membership shall be conferred by a three-fourths (3/4) vote of the Board of Directors. Honorary members shall not be active members of the Society and at no time shall the number of living honorary members exceed twenty-five (25). Honorary members shall not be assessed membership dues. Except as provided in Section 3.2.a. of these Bylaws, Honorary members shall have all of the privileges of active membership.
d. Inactive. Any active member of the Society may be declared Inactive by the Board of Directors. If the member is unable to continue in practice because of ill health, scientific studies, or special circumstances, and upon written request, the Board of Directors may grant this request. Inactive status is temporary and shall be subject to annual review. Inactive members shall not be assessed membership dues.
e. Emeritus. Any member who has remained in good standing for ten (10) consecutive years and has attained the age of seventy (70) may be nominated for Emeritus membership. Nominations for Emeritus status shall be submitted by the membership, and Emeritus membership shall be conferred by a majority vote of the Board of Directors. Except as provided in Section 3.2.a. of these Bylaws, Emeritus members shall have all the privileges of active membership. Emeritus members shall not be assessed membership dues.
f. Retired. A Doctor of Medicine, Osteopathy Bachelor's of Medicine, or an individual with equivalent degree who has been a continuous active member of this Society for ten (10) or more years and who has completely retired from professional practice shall qualify for retired membership. The Executive Committee shall have discretion to modify the number of years of active membership required for retired membership. Retired membership shall terminate upon resumption of professional practice. Except as provided in Section 3.2.a. of these Bylaws, Retired members shall have all the privileges of active membership. Retired members shall not be assessed membership dues.
g. Fellow. The designation of Fellow of this Society shall be conferred upon each Past-President of the Society. Such designation shall be conferred at the completion of his/her term as President. A Fellow may continue in another category of membership in the Society and shall have the privileges of that category of membership. A Fellow of the Society shall not be assessed membership dues.
h. Benefactor. A commercial enterprise whose products and services are judged to be of value to SAMBA members in the practice of ambulatory anesthesia shall qualify for benefactor membership. A benefactor member shall designate a Society member representative. The member representative shall receive all Society announcements as provide to SAMBA active and affiliate members. Corporate member representatives are to be provided the opportunity to provide input in to the SAMBA Board of Directors and shall be permitted to serve on committees as determined by the Board of Directors.
i. Provisional. A physician who qualifies for active or resident membership shall be granted provisional membership in the interim between receipt of his/her application and the time the application is considered by the Board of Directors. Except as provided in Section 3.2.a of these By-Laws, Provisional members shall have all the privileges of active membership.
j. International. A physician who meets the qualifications for Active Membership but who practices outside the USA shall be eligible for International membership. An International member does not hold voting privileges nor is eligible to hold office unless the physician is a member of the American Society of Anesthesiologists. Otherwise, the International member has all the privileges of active membership.
k. Affiliate. Affiliate membership may be granted by the Society to physicians who otherwise do not qualify for active membership, to scientists and teachers who have an interest in ambulatory anesthesia care, or to non-physician providers of anesthesia care in ambulatory settings. Such membership shall allow the member to participate in educational programs and activities of the Society, but shall not carry any other privileges of active membership. Affiliate members shall be eligible for appointment as adjunct members of Society committees.
Section 3.3. RESIGNATION. Any member in good standing may resign from the Society by submitting a written communication addressed to the Secretary. There shall be no pro rated reimbursement of dues for the remaining period of the paid-up year of resignation.
Section 3.4. DURATION OF MEMBERSHIP. All categories of membership shall endure for life except as otherwise provided in these Bylaws.
Section 3.5. MEETINGS.
a. Annual Membership Meeting.
1. The Society shall convene annually, during its annual educational meeting at a time and place to be determined by the Board of Directors, or at such other time and place as the Board of Directors may determine, for the purpose of conducting necessary and appropriate educational, scientific, fiscal, and professional activities.
2. The order of business at the Annual Membership Meeting shall be as follows:
a. Secretary’s report,
b. Treasurer’s report,
c. Committee reports,
d. Old business,
e. New business,
f. Election of officers for the coming year,
g. Annual Report of the President,
h. New President assumes chair, and
i. Adjournment.
The Board of Directors or the President shall have discretion to alter or modify the order of business.
3. The report of the Nominating Committee, the submission of nominations, if any, by petition by members of the Society, and the election of officers and at-large directors shall constitute the principal business of the Annual Membership Meeting. All elections shall be by closed ballot, and a majority of the votes cast shall be necessary to elect. No member shall be eligible for more than one (1) office at the same time, except that each officer shall serve as a director.
If there are more than two candidates for an office and no one candidate receives a majority on the first two ballots, then a third balloting shall be held between the two candidates receiving the highest number of votes on the second ballot, with all other candidates being eliminated.
b. Annual Educational Meeting. The Society shall conduct an educational and scientific meeting each Spring at a time and place to be determined by the Board of Directors. The Annual Educational Meeting shall be planned and executed by the Committee on the Annual Meeting.
ARTICLE IV
ASSESSMENTS
Section 4.1. ANNUAL ASSESSMENT (DUES).
a. By the first day of December in each year, each member shall be sent a notice of the per capita dues levied by the Board of Directors.
b. Payment of these annual dues for each calendar year shall be forwarded to the Treasurer of the Society by the established due date.
c. Such per capita dues shall apply in the same manner immediately upon the admission or reinstatement of members. Dues for new members admitted after September 1st of any calendar year shall be applied to the upcoming year; membership will become effective immediately.
d. The annual per capita dues shall not be levied against any member in good standing if:
1. He/she shall have attained the age of seventy (70) years by January 1 of the year for which dues are to be paid
2. He/she is serving in the Armed Forces of the United States as a draftee, or as a volunteer in times of military conflict;
3. He/she is a member Emeritus, Honorary, Inactive, or Retired, or a Fellow of this Society; or
4. The payment of dues would be a financial hardship by reason of physical disability or illness.
e. The Board of Directors shall establish and may revise the schedule of dues for active and resident members.
f. The Board of Directors shall have the authority to adjust the payment of dues for any member or former member.
Section 4.2. DELINQUENCY IN PAYMENT OF ANNUAL ASSESSMENT.
a. Any member whose dues have not been paid by the established due date shall lose all membership privileges.
b. The Treasurer shall notify any member who is thirty (30) days in arrears of the due date. If dues are not paid after thirty (30) days of being in arrears, the Secretary shall notify the member of the loss of his/her membership privileges, and of the option for reinstatement upon payment of back dues.
c. Any member whose dues have not been paid forty-five (45) days following the due date shall be dropped form the rolls of the Society, and shall be so notified by the Secretary. Any member dropped from the membership rolls for delinquent dues under this provision who subsequently reapplies for membership must file a new application for membership.
Section 4.3. SPECIAL ASSESSMENTS. Special assessments may be adopted by the Board of Directors and, once adopted, shall become the obligation of all dues-paying members in such forms and amounts as the Board of Directors shall declare. Unless otherwise stipulated by the Board of Directors, delinquency in regard to payment of a special assessment shall be treated in the same fashion as delinquency in the payment of annual assessments. Any special assessment adopted by the Board of Directors may be vetoed by a vote of two-thirds (2/3) of the membership present at the next annual or special membership meeting.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1. POWERS AND DUTIES. The Board of Directors shall exercise the powers of the Society, control its property, conduct and manage its affairs and have authority to act between annual meetings. The Board of Directors shall have the power to adopt such rules as it deems necessary or desirable for carrying out the activities of the Society. In addition to these powers and duties, the Board of Directors shall perform the following functions:
a. Make recommendations to the membership;
b. Assign business to and advise in the deliberations of committees;
c. Review the work of the Committee on Publications and appoint an editor and such other assistants as publications may require;
d. Make suitable provision for the efficient conduct of business of this Society;
e. Engage counsel as necessary and negotiate fees for services to be rendered;
f. Determine all salaries, membership fees, and assessments, except as otherwise provided in these Bylaws;
g. Pass upon all recommendations for expenditures in excess of budgetary appropriations;
h. Bond the Treasurer and other personnel in accordance with these Bylaws and as may be appropriate or desirable;
i. Receive all nominations, reports, recommendations, and complaints, as provided for in these Bylaws, and take appropriate action;
j. Have the power to fill vacancies in all elective offices, with the exception of the President and President-Elect, for the remainder of the term at a regular or special meeting, unless otherwise provided in these Bylaws;
k. Have complete authority over all finances, vested funds, and real or other property belonging to the Society, including the unrestricted right to buy or sell such property;
l. Advise the Treasurer in investment policy, and perform such other duties as may be required for the orderly conduct of Society affairs; and
m. Render annually to the membership a summary of its activities.
n. Assure that the Society is represented at meetings and functions of the American Society of Anesthesiologists House of Delegates which are normally attended by delegates to that House. These duties are to be the responsibility of the Delegate and Alternate Delegate to the American Society of Anesthesiologists House of Delegates with the advice of the Board of Directors.
o. Maintain a Society Operations Primer, which contains job descriptions and practical knowledge for officers and committee chairs. The primer shall be provided to each incoming officer and committee chair at the beginning of their terms. The primer shall be reviewed annually and updated as necessary by current office holders and chairs. The Secretary shall be responsible for collecting and editing job descriptions for the primer.
Section 5.2. ANNUAL BUDGET. Based upon recommendations developed by the Committee on Finance and Budget, the Board of Directors shall adopt an annual operating budget for the next fiscal year. The Board of Directors shall have the power to authorize the expenditure of funds in excess of intra-budgetary appropriations, so long as budgetary expenditures do not exceed the total adopted budget.
Section 5.3. RESOLUTIONS. A proposed resolution may be submitted in writing to the Secretary by any committee and shall be read at any regular meeting of the Board of Directors. The decision of the Board of Directors to approve or disapprove the resolution shall be final and a two-thirds (2/3) vote of the directors present and voting shall be required for approval.
Section 5.4. COMPOSITION. The Board of Directors shall be composed of the elected officers; the Immediate Past-President; and six (6) directors elected by the membership. Only active and fellow members of the Society shall be eligible to sit on the Board of Directors. The Delegate to the ASA House of Delegates, the Editor of the Newsletter (“Ambulatory Anesthesia”), and the Ambulatory Anesthesia Section Editor of Anesthesia & Analgesia shall serve as ex-officio members of the Board of Directors.
Section 5.5. TERM. Except as hereinafter provided, each director shall hold office until the director's successor is elected and qualified. The elected directors shall serve for a term of two (2) years, three retiring and three being elected annually. Elected directors shall be eligible for re-election to one additional two-year term.
A candidate for the office of President-Elect must be a present officer. A candidate for Vice President must be a present Director, the current Secretary or the current Treasurer. No other officer needs to be a present or former Director.
A candidate for Director must either be a current director, who is eligible for re-election to either a first full two-year term, a second two-year term, or a current or past committee, subcommittee or ad hoc committee chair.
The Delegate to the ASA House of Delegates will be nominated by the Nominating Committee to a term of three years and elected by the membership.
The Alternate Delegate to the ASA House of Delegates will be nominated by the Nominating Committee to a term of one year and elected by the membership.
Section 5.6. TERMINATION OF DIRECTORS AND VACANCIES. A Director's term shall automatically expire upon death or upon the filing of a written resignation with the Secretary. A director who is absent from three (3) consecutive meetings of the Board of Directors without adequate explanation shall immediately cease to be a director and shall be so notified, provided that due notice of this provision of the Bylaws shall be sent to any such director after the second absence. A director may be removed from office at any time by a two-thirds (2/3) vote of the members of the Board of Directors if such director is unable or unwilling to perform the functions of director, violates the Bylaws of the Society, or is guilty of misconduct or behavior injurious to the Society. No such action shall be taken against any director until the director has been given notice that such action has been proposed and an opportunity to be heard at a meeting of the Board of Directors. A director who is removed from office pursuant to this section for misconduct as opposed to non-attendance shall be ineligible to serve as a director of the Society at any future time. A vacancy created for any reason shall be filled at the earliest possible opportunity by the action of the Board of Directors for the unexpired term.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 6.1. REGULAR MEETINGS. The Board of Directors shall meet at least once during the Spring and once during the Fall to transact the executive business of the Society, at such time and place as the Board of Directors shall by resolution determine. Written notice of the time and place of each meeting shall be mailed to each member of the Board of Directors, at least thirty (30) days prior to the proposed date of the meeting. Notwithstanding this section, the Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without notice other than such resolution.
Section 6.2. SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or by any four (4) directors. Notice of a special meeting shall state the place, date, and hour, and the purpose or purposes for which the meeting is called, and shall be mailed to all directors, at least ten (10) days prior to the proposed meeting. No business shall be transacted other than that stated in the call for the special meeting.
Section 6.3. QUORUM AND VOTING. One-third (1/3) of the members of the Board of Directors in good standing and eligible to vote shall be considered a quorum for the transaction of business at both regular and special meetings of the Board of Directors. Except as otherwise provided in these Bylaws, the vote of a majority of directors at a meeting, whether regular or special, at which a quorum is present shall be necessary for action by the Board of Directors.
Section 6.4. PROCEDURE. The order of Business at a meeting of the Board of Directors shall be as follows:
a. Call to order and determining quorum,
b. Reading of minutes (acceptance of minutes if mailed),
c. Introduction of guests,
d. Report of the Executive Committee,
e. Report of standing committees,
f. Report of other committees and subcommittees,
g. Unfinished business,
h. New business,
i. Special announcements, and
j. Adjournment.
The Board of Directors shall have discretion to alter or modify the order of business.
The President shall serve as presiding officer of the meeting of the Board of Directors. The President-Elect shall preside in the absence of the President. If both the President and the President-Elect are absent, the Board of Directors may choose its own presiding officer.
Section 6.5. WAIVER OF NOTICE AND VALIDATION OF MEETING. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The transaction of business at any meeting, however called or noticed, or wherever held, shall be as valid as though held at a meeting duly held after call and notice if a quorum be present and if, either before or after the meeting, each director not present signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
Section 6.6. ACTION WITHOUT PERSONAL ATTENDANCE AT MEETING.
a. Written Consent. Any action required or permitted to be taken by the Board of Directors under any provision of law, the Certificate of Incorporation, or these Bylaws may be taken without a meeting if all directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as an unanimous vote of the directors. Any certificate or other document filed on behalf of this corporation relating to an action taken by the Board of Directors without a meeting shall state that the action was taken by an unanimous written consent of the Board of Directors without a meeting, and that the Bylaws of the corporation authorize its directors so to act.
b. Conference Telephone. Members of the Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment, provided that all directors participating in such a meeting can hear each other. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting.
ARTICLE VII - COMMITTEES
Section 7.1. COMMITTEES.
a. Purpose. To accomplish the objectives of this Society, certain activities may be effected more expeditiously by delegating such activity to a committee consisting of members of this Society, except as otherwise provided in these Bylaws. As used in this Section 7.1., the term "committee" shall include a subcommittee or an ad hoc committee.
b. Appointment of Committee Members. Three months prior to the Annual Membership Meeting, the President-Elect shall solicit nominees for appointments as committee members and chairpersons for the coming year. The President-Elect shall not be limited to such nominees in making appointments. Except as otherwise provided in these Bylaws, at the first meeting of the Board of Directors immediately following each Annual Membership Meeting of the Society, the incoming President shall appoint the chairpersons and the membership of all committees of the Board of Directors. Unless otherwise specified in these Bylaws, the President shall appoint members of committees to fill unexpected vacancies as they occur.
In addition to regular committee members, the President may appoint adjunct members to a committee for one-year terms. The President may appoint adjunct committee members as specified under committee composition. An adjunct member of a committee shall be a member of the Society and may vote on committee decisions at the committee level.
The President shall appoint to each committee a member of the Board of Directors to serve as the board advisor.
c. Advisors. Each Committee shall have an advisor from the Board of Directors who shall provide guidance to the committee and committee chair in the performance of their duties. Committee advisors shall present committee reports to the Board of Directors at regularly scheduled Board meetings and advise committee chairs of any actions taken by the Board on the reports. Board Advisors shall not vote on committee decisions. Board advisors should be appointed by the President-Elect at the time of committee appointments.
d. Records. Each committee shall keep complete records of all deliberations, recommendations and actions. Such records to be submitted in the form of committee reports and recommendations to Board of Directors at the Board’s next regular meeting.
The Board of Directors may act in one of five ways upon committee reports and recommendations. Such reports and recommendations: 1.) Must stand as submitted and cannot be amended; (2.) May be referred by motion back to the committee for further study or modification; (3.) Accepted or adopted by a passed motion; (4.) Adopted in whole, in part, or with exceptions; (5.) Rejected.
e. Definitions of committees. Standing committees, subcommittees, ad-hoc committees and task forces of the Society are defined as follows:
1. Standing Committees: Standing committees shall be created by the Society’s Board of Directors with defined missions.
2. Subcommittees: Subcommittees shall be created by through the suggestion made by a committee chair with a vote of the committee and subsequent approval by the Board of Directors. Subcommittees shall have defined missions.
3. Ad-Hoc Committees: Ad-hoc committees shall be created by the President and shall have a three year limited life with option for a one three-year renewal. Ad-hoc committees that reach life limitations shall be either dissolved, incorporated into a standing committee, or made into a new standing committee in accordance with procedures established in these Bylaws.
4. Task Forces: Task forces shall be created by the president with narrowly focused goals for short-term periods of one year.
Section 7.2. STANDING COMMITTEES AND SUBCOMMITTEES.
a. Purpose. Each standing committee and subcommittee shall contribute to the orderly continuity of Society activities through regular meetings held at least once each year, periodic reports and recommendations submitted by the board advisor to the Board of Directors, and the preparation of an annual report. Each standing committee and subcommittee shall perform the functions and duties set forth in these Bylaws. In addition, each such committee and subcommittee shall carry out such other duties as the Board of Directors or President may from time to time direct.
b. Number. The number of full voting members of a committee shall be a minimum of six (6)members unless otherwise specified in these Bylaws. Adjunct membership shall not be counted toward satisfying the minimal membership requirements. Each committee and subcommittee may select from among its voting members a vice chair.
c. Term. Appointment to membership on a standing committee or subcommittee shall be for two (2) years, but all members shall be eligible for reappointment. Adjunct members, who serve one (1)-year terms, shall be eligible for reappointment. The President may replace a committee member at the end of any year prior to the expiration of their term for any cause deemed sufficient, which cause shall be specified in writing.
The committee, subcommittee or ad hoc committee chair shall serve for one (1) year, but may be eligible for reappointment.
Staggered terms shall be created in the initial appointment of new committees by dividing the initial appointments as nearly equally as the number of members permit among two (2)-and one (1)-year terms. Members whose initial appointments were for terms of one (1) year shall remain eligible for appointment to two (2)-complete successive terms. Committee appointments shall be limited to two (2) complete successive two (2)-year terms, unless otherwise specified in these Bylaws.
d. Annual Reports. Annual reports required by these Bylaws shall be prepared by the committee and deposited by the board advisor with the Secretary at such time as the Board of Directors may direct, but no less than thirty (30) days prior to the Annual Membership Meeting. Such reports shall be submitted to the Board of Directors for approval. The Annual Report of the President shall be presented at the Annual Membership Meeting and published in the next issue of the Newsletter.
Section 7.3 LINES OF AUTHORITY.
a. The President shall oversee the operations of the Executive Committee and the Committee on Affiliation.
b. The President-Elect shall oversee the operations of the Administrative Committees. Administrative Committees are those standing committees, subcommittees and ad hoc committees whose functions relate to the management of the affairs of the Society.
c. The Vice President shall oversee the operations of the Educational Committees. Educational Committees are those standing committees, subcommittees and ad hoc committees whose functions are related to education and research.
d. The Past President shall oversee the operations of the Clinical Care Committees. Clinical Care Committees are those standing committees, subcommittees and ad hoc committees whose functions are related to the clinical practice of ambulatory anesthesia.
Section 7.4. AD HOC COMMITTEES. The President may appoint ad hoc committees for specific functions or purposes. Such committees shall be limited in duration to the duration of the specific function or purpose for which they were intended.
Section 7.5. EXECUTIVE COMMITTEE.
a. Composition. The Executive Committee shall be composed of the elected officers of the Society and the Immediate Past President.
b. Functions. The Executive Committee shall act upon emergency and other measures when time does not permit a meeting of the Board of Directors, and may exercise those powers of the Board of Directors that do not require a two thirds (2/3) or greater vote of the Board of Directors for decision.
It also shall have the authority to act upon recommendations for censure or suspension of a member as submitted by the Judicial Committee. Any action thus taken shall be subject to formal action of the Board of Directors at its next regular meeting.
Section 7.6. PAST PRESIDENTS COUNCIL.
a. Composition. The Past Presidents Council shall consist of the Past Presidents. The Immediate Past-President shall serve as chair of this Council and shall represent the Council at meetings of the Board of Directors.
b. Functions. The Council shall serve in an advisory capacity to the President and the Board of Directors, and shall meet at least annually.
The Council shall study and make recommendations concerning the long-range objectives of the Society and the resources, programs, and organizational structure by which the Society attempts to reach them.
The Council shall serve as a focal point for the planning activities of the Society, and coordinate the long-range planning activities of the Society.
Grand Patron Sponsors
