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.

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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.

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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.

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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. The Board of Directors may declare any individual, company, or corporation rendering valuable service to the Society to be Benefactor.
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.

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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 not later than five (5) days before the 31st of December.
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 March 15 shall lose all membership privileges, but shall be reinstated without further action if payment for the full year is received before December 31.
b. The Treasurer shall notify any member who is thirty (30) days in arrears. If dues are not paid by March 1, 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 for an entire year 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 after December 31 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.

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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.
p. American Society of Anesthesiologists House of Delegates with the advice of the Board of Directors.

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 and the Editor of the Newsletter (“Ambulatory Anesthesia”) 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.

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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.

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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 on it 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.

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 the board advisor. The board advisor shall submit such reports to the Board of Directors at the 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.

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. Each standing committee and subcommittee shall consist of six (6) members and a chair, 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 for one additional two (2)-year term. Adjunct members, who serve one (1)-year terms, shall be eligible for reappointment for two additional one (1)-year terms. 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 for one (1) additional year as chair of the same committee.

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.

After a lapse of one (1) or more years in membership on a committee, a member again is eligible for appointment to that committee irrespective of the number of years of previous committee membership.

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. CLASSIFICATION OF STANDING COMMITTEES AND SUBCOMMITTEES.

a. Names. The Society shall have the following standing committees, councils and subcommittees:

1. The President shall oversee the operations of the Executive Committee and the Committee on Affiliation.
2. 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.
3. 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.
4. 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.

The Council shall study, or cause to be studied, the environment in which the Society must function and transmit the conclusion of these studies, in the form of recommendations, to the Board of Directors for distribution to appropriate decision-making bodies throughout the Society.

Section 7.7. NOMINATING COMMITTEE.

a. Composition. The Nominating Committee shall consist of four (4) members, at least two of whom shall be members of the Board of Directors. The President-Elect shall be an ex-officio consultant member. The Immediate Past-President of the Society shall be a member of the Nominating Committee representing the membership and shall serve as chairperson. In the event he/she is unable or unwilling to serve, the President shall appoint a chairperson. The Committee shall elect one (1) of its own members to serve as secretary, who shall call the roll of accredited members of the Committee as certified by the Secretary of the Society.

b. List of Nominees to be Presented by the Nominating Committee. The Nominating Committee shall submit nominees according to the following timetable:

1. President-Elect, and Vice-President -- annually.
2. Treasurer and Secretary -- biennially.
3. Directors -- three (3) annually.
4. ASA Delegate - triennially.
5. ASA Alternate Delegate - annually.

In the event of a vacancy in any elective office, except that of the President or the President-Elect, the Nominating Committee shall recommend candidates to fill the vacant office.

c. Procedure. The Secretary of the Society shall furnish to the Nominating Committee such information as is necessary for the proper conduct of its business, including without limitation a list of all offices to be filled. The Nominating Committee meeting shall be conducted in accordance with STURGIS, STANDARD CODE OF PARLIAMENTARY PROCEDURE. A majority vote of the members of the Nominating Committee shall be necessary in order to nominate a candidate.

d. Timetable. The Nominating Committee shall convene at the call of the chairperson, no later than 90 days prior to the Annual Membership Meeting to begin deliberations on the choice or selection of members to be nominated for elective office. The chairperson of the Nominating Committee or his/her designee shall mail the list of nominees to the Board of Directors by no later than 60 days prior to the Annual Meeting. Upon approval by a two-thirds (2/3) vote of the Board of Directors, a printed announcement shall be mailed to the Society membership of the slate of nominees for each elective office at least 30 days prior to the Annual Membership Meeting for vote at the Annual Membership Meeting. These timetables may be altered for good cause.

e. Nomination Criteria. No candidate shall be considered by the Nominating Committee unless a curriculum vitae for each candidate is available to the Nominating Committee. In selecting nominees for membership on the Board of Directors, every attempt shall be made, when possible, to ensure adequate geographical representation on the Board of Directors. The Nominating Committee shall not be bound to recommend individuals because of any fixed or automatic progression in office, but shall select each nominee on the basis of his/her proved and potential usefulness to the Society.

f. Nomination by Petition. A written petition signed by at least 20 active members in good standing may be submitted to the chair of the Nominating Committee, not later than 90 days prior to the Annual Membership Meeting, recommending the nomination of an active member in good standing for one of the following elective offices: President-Elect, Vice-President, Secretary, Treasurer or Director. Such petition shall be accepted as a nomination, provided that acceptance of such a petition shall not preclude the Nominating Committee from nominating another candidate for such office.

Section 7.8. COMMITTEE ON BYLAWS.

a. Composition. The Committee on Bylaws shall consist of six members and a Chair. The Vice-President shall serve as the board advisor to the committee.

b. Functions. The Committee shall review the Bylaws annually or more often and recommend amendments when necessary or desirable. The Committee also shall receive from the Secretary and review all proposals for amendments or additions to the Bylaws to ascertain their desirability as a matter of policy, their apparent legality, and their consistency or conflict with the existing Bylaws, in accordance with the procedure set forth in Section 10.1 of these Bylaws.

Section 7.9. COMMITTEE ON FINANCE AND BUDGET.

a. Composition. The Committee shall consist of six members and a Chair. The Treasurer shall, serve as the board advisor to the committee.

b. Functions. The Committee shall study and recommend means of strengthening the financial status of the Society, make recommendations concerning investment of Society funds, and assist the Treasurer in the preparation of the annual budget, which shall be submitted by the Treasurer to the Board of Directors at the Fall meeting of the Board of Directors prior to the beginning of each fiscal year, or at such other time as the Board of Directors may direct.

Section 7.10. JUDICIAL COMMITTEE.

a. Composition. The Judicial Committee shall consist of five (5) members of the Board of Directors appointed by the President, plus the President-Elect, who shall serve as chair. The Immediate Past-President shall serve as board advisor to the committee.

b. Functions. The Judicial Committee shall constitute the supreme judicial body of the Society. It shall meet as soon after the Annual Membership Meeting as is convenient for the purpose of organization. Thereafter, the Judicial Committee shall meet as often as may be necessary to transact its business at the call of the chairperson or at the request of any two (2) members. Three Committee members shall constitute a quorum. The Judicial Committee shall carry out the following duties:

1. To sit as an appellate tribunal and to hear and determine any and all appeals properly brought before it from any committee;
2. To interpret and rule upon all questions of an ethical nature that shall confront the Board of Directors or any committee of this Society;
3. To receive inquiries, complaints, or accusations from any source concerning the professional conduct or ethical deportment of members of this Society for immediate reference to the appropriate body for investigation. The jurisdiction of the Judicial Committee extends to all members in all categories of membership;
4. To receive, consider, and rule upon any matter of discipline concerning any member or members of this Society brought to it on appeal; and
5. To promulgate from time to time such rules and regulations as, in its opinion, may be necessary or desirable to ensure the proper functioning of the Judicial Committee with reference both to the substance and procedure of hearings conducted by the Judicial Committee.

c. Procedures.

1. This Committee shall investigate and may hold hearings concerning all cases of alleged professional, ethical, or moral misconduct concerning a member. If the Committee determines that punitive action should be taken against any member of the Society, its findings shall be sent to the Executive Committee with recommendations for final action.
2. In order to afford the Committee the maximum flexibility, the Committee shall be permitted to investigate informally any suspected violation brought to its attention either orally or in writing. If its investigation reveals no evidence of unethical practice, the matter shall be dropped. If the Committee determines that the evidence indicates unethical practice, a formal signed complaint shall be formulated by the Judicial Committee and the complaint shall be sent to the accused by registered mail. Not before sixty (60) days, but within one hundred and twenty (120) days, the Judicial Committee shall hold a formal hearing. Such hearing shall be held on such date and at such time and place as shall be specified in a written notice form the Committee sent to the member by registered mail. The hearing shall be conducted under rules of procedure established by the Board of Directors (a copy of which shall be provided to the member), which rules shall permit the member, at the member's own expense, to be accompanied by a personal representative or counsel and shall permit the member to present any evidence which the member deems proper. Should the member fail to appear at a hearing, the Committee may consider the matter based upon the evidence before it.
3. The results of this deliberation and the permanent recommendation of the Judicial Committee shall be forwarded as soon as possible thereafter to the Executive Committee for action. If the final action of the Judicial Committee as approved by the Board of Directors is that of censure, this action shall be noted in the minutes of the Board of Directors meeting.

Section 7.11. COMMITTEE ON COMMUNICATIONS.

a. Composition. The Committee on Communications shall consist of a chair, six members and a board advisor appointed by the president.

b. Functions. The Committee shall serve to keep the membership informed of all developments concerned with ambulatory anesthesia, and shall monitor all media for such developments. It shall educate the general public through the use of the media and other means about the profession of anesthesia and the specialty of ambulatory anesthesia in particular, and the role of ambulatory anesthesia in the delivery of anesthesia services within the overall healthcare framework. The committee shall be responsible for maintaining close collaboration between the Society and such other related organizations as may be of mutual interest, such as the American Society of Anesthesiologists, the International Anesthesia Research Society, and the Federated Ambulatory Surgery Association. The Committee shall serve to develop and maintain a home page on the World Wide Web.

Section 7.12. COMMITTEE ON EDUCATION.

a. Composition. The Committee on Education shall consist of a chair, six (6) other members and a board advisor.

b. Functions. The Committee shall have responsibility of planning lectures, symposia, educational meetings and educational materials as directed by the Board of Directors. The Committee shall advise the President and receive written approval from the President on the selection of speakers for special occasions including, but not limited to, the Society’s breakfast panel discussion held as part of the American Society of Anesthesiologists Annual Meeting.

Section 7.13. COMMITTEE ON ANNUAL MEETING.

a. Composition: The Committee on Annual Meeting shall consist of a chair, the chair of the Committee on Education, five (5) additional members of whom one is to serve as a vice-chair and a board advisor. The two immediate past-chairs of the committee on Annual Meeting shall serve as adjunct members.

b. Functions: The purpose of the Committee shall be to prepare an Annual Education Meeting, which shall be a clinical meeting for the education (lecture, workshop, etc.) of members. The time, place, and structure of the meeting shall be planned by the Committee, subject to the approval of the Board of Directors. The Committee shall utilize an administrative staff, appointed by the Board of Directors, which shall attend to all administrative duties relative to the annual educational meeting. Duties of the administrative staff shall include, but not be limited to, coordinating all technical aspects of the annual educational meeting (i.e., timely preparation and distribution of brochures, site visits, coordination of facilities and transportation related to the meeting, providing appropriate CME credits to the members in attendance, etc.). Additionally, the administrative staff shall review all applications for commercial exhibit space and shall recommend to the Committee on Annual Meeting those exhibits deemed appropriate for the educational meeting. The Committee shall judge the relative educational value of the scientific oral presentations, poster presentations, and scientific exhibit space.

Section 7.14. COMMITTEE ON AWARDS.

a. Composition. The Committee on Awards shall consist of a chair six (6) other members and a board advisor.

b. Functions. The Committee on Awards shall maintain a high standard for all non-research related awards presented by the Society and shall recommend to the Board of Directors the establishment of non-research related awards, including the terms and conditions for which the awards are presented. The Committee shall administer the non-research related awards of the Society as determined by the Board of Directors.

1. Distinguished Service Award. The Society shall have cause to present from time to time a Distinguished Service Award in recognition of outstanding achievement in ambulatory anesthesia. The Committee shall solicit recommendations for candidates for the Distinguished Service Award and shall study their qualifications and consider their worthiness prior to presenting the name of one candidate to the Board of Directors at its Fall meeting. The Board of Directors may accept or reject the candidate recommended by the Committee. Voting on the candidate shall be by closed ballot, and a two-thirds (2/3) vote of the directors present and voting shall be required for approval. Notification of approval action of the Board of Directors to the nominee shall be made by the President. The Committee shall make all arrangements for the specific occasion of the presentation of Distinguished Service Award at the Annual Educational Meeting.

Section 7.15. COMMITTEE ON MEMBERSHIP.

a. Composition. The Committee on Membership shall consist of a chair and six (6) members. The Secretary, shall serve as the board advisor to the Committee.

b. Functions. The Committee on Membership shall make every effort consistent with required standards to increase the numerical strength of the Society. The Committee shall investigate why former members fail to renew membership in the Society. The Committee shall have access to accurate records of the Society membership.

Section 7.16. COMMITTEE ON RESEARCH.

a. Composition. The Committee on Research shall consist of a chair, six (6) members and a board advisor.

b. Functions. The Committee on Research shall establish guidelines for research grants presented by the Society, send notification of grant applications to anesthesiology residency training program chairs, announce availability of grant applications to the SAMBA membership either in the form of a letter to the membership or as an announcement in the Society’s newsletter, receive applications for research grants, grade all applications for research grants and determine whether or not research grants should be awarded. The Committee on Research shall not be bound to present research grants at the end of each grading period should the committee concur that no application worthy of funding was received. The Committee shall submit any grant to be funded to the Board of Directors for its approval prior to the awarding of the grant.

Section 7.17. COMMITTEE ON AFFILIATION LIAISON

a. Composition. The Committee on Affiliation Liaison shall consist of a chair, the President-Elect who shall serve as vice chair, three (3) members and two (2) adjunct members.

b. Functions. The Committee shall represent the Society, the President, and the Board of Directors in any negotiations or contractual relationships on issues regarding societal affiliation. The Committee shall be charged through the chair with maintaining contact with appropriate representatives of affiliated organizations, or with organizations seeking to affiliate with SAMBA.

Section 7.18. COMMITTEE ON OFFICE-BASED ANESTHESIA

a. Composition. The Committee on Office-Based Anesthesia shall consist of a chair, six (6) other members, and a board advisor appointed by the president. The committee may also contain adjunct members who are affiliate members of the Society.

b. Functions. The Committee on Office-Based Anesthesia shall serve to facilitate the administration of anesthesia in the office setting, and to advise the Society on matters concerning education, research, and quality of care, member services or other issues related to office-based anesthesia.

Section 7.19. COMMITTEE ON INTERNATIONAL RELATIONS.

a. Composition. The Committee on International Relations shall consist of a chair, six (6) other members and a board advisor appointed by the President.

b. Functions. The Committee on International Relations shall serve to advise the Society on international matters concerning education, research, quality of care, member services or other issues in the international arena, and to represent the Society in matters relating to the administration of anesthesia in the outpatient setting throughout the world.

Section 7.20. COMMITTEE ON DEVELOPMENT.

a. Composition: The Committee on Development shall consist of a chair and six (6) other members and a board advisor appointed by the President. The Treasurer shall serve as an adjunct member of the committee.

b. Functions: The Committee on Development shall serve to work with industry in generating educational grants in support of the Society’s mission statement. The Committee shall establish a recognition program to honor those organizations that provide support to the Society. The Committee shall perform its duties in accordance with CME accreditation guidelines.

Section 7.21. COMMITTEE ON SCIENTIFIC PAPERS.

b. Composition: The Committee on Scientific Papers shall consist of a chair and six (6) other members and a board advisor appointed by the President. The Chair of the Committee on Annual Meeting shall serve as an adjunct member of the committee.

c. Functions: The Committee on Scientific Papers shall solicit abstracts related to new research in ambulatory anesthesia for possible presentation at the Society’s Annual Meeting. The Committee shall utilize an administrative staff, appointed by the Board of Directors, to develop and issue a call for abstract for distribution to the membership and to members of allied organizations. The Committee shall assemble abstract submissions through electronic submission, whenever possible, and distribute such submissions to the Committee members for grading in accordance with grading procedures established by the Committee. The Committee shall notify individuals whose abstracts were graded accepted for presentation, and inform those individuals whose abstracts were graded unacceptable for presentation.

Should the Society receive funding for awards related to the abstracts for presentation at the Annual Meeting, the Committee shall establish a process for the determination of those abstracts submitters who shall receive such awards.

Section 7.22. COMMITTEE ON MID YEAR MEETING.

a. Composition: The Committee on Mid Year Meeting shall consist of a chair and six (6) other members and a board advisor appointed by the President. The Chair of the most recently convened Mid Year Meeting shall serve as an adjunct member of the committee.

b. Functions: The Committee on Mid Year Meeting shall prepare the Mid Year Meeting, which shall be an educational meeting for members and nonmembers held annually in conjunction with the ASA Meeting. The place and structure of the meeting shall be planned by the Committee subject to approval by the Board of Directors.

Section 7.23. COMMITTEE ON LATIN AMERICAN RELATIONS.

a. Composition: The Committee on Latin American Relations shall consist of a chair and six (6) other members and a board advisor appointed by the President.

b. Functions: The Committee on Latin American Relations shall serve to develop efforts to increase the clinical interest of the number of Latin American anesthesiologists engaged in ambulatory anesthesia in countries of Central and South America; to provide educational opportunities in the United States at SAMBA meetings and ambulatory surgery centers, as well as to work to create ambulatory anesthesia fellowship for Latin American anesthesiologists; and to help foster educational opportunities in Latin America, including programs presented at ambulatory facilities.

The Committee shall also serve to encourage the exchange of research opportunities and possibly multi-centered clinical research projects; and to cultivate leadership relationships that may occur in Pan American anesthesia meetings and in international anesthesia venues.

Section 7.24. COMMITTEE ON REGIONAL ANESTHESIA.

a. Composition: The Committee on Regional Anesthesia shall consist of a chair and six (6) other members and a board advisor appointed by the President.

b. Functions: The Committee shall serve to develop educational tools and guidelines for the practice of regional anesthesia in ambulatory settings. The Committee shall also address economic issues in the practice of regional anesthesia, including fair reimbursements for regional anesthesia procedures.

During discussion of the function of the Committee on Regional Anesthesia, concerns were expressed by members of the Board as to whether or not the organization should be involved in establishing reimbursement policies for regional anesthesia procedures. Clarification was provided by Dr. Williams, who explained that the role of the Committee will not be to establish reimbursement policies, but to monitor reimbursement issues and to work with the American Society of Anesthesiologists and other organizations on reimbursement concerns.

Section 7.25. COMMITTEE ON ELECTRONIC COMMUNICATIONS.

a. Composition: The Committee on Electronic Communications shall consist of a chair and six (6) other members and a board advisor appointed by the President.

b. Functions: The Committee on Electronic Communications shall facilitate communication and education throughout the SAMBA membership and others interested in the field of ambulatory anesthesia by publication of the monthly SAMBA electronic newsletter. To accomplish these goals, the committee will review the literature on a regular basis, liaise with the SAMBA leadership and SAMBA committees to ensure the timely dissemination of information related to events within the Society, and direct an interactive Professional Discussion section in the electronic Newsletter.

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OFFICERS

Section 8.1. OFFICERS.

The officers of the Society shall be President, President-Elect, Vice-President, Secretary, Treasurer, and the Immediate Past President.

Section 8.2. TERMS OF OFFICE.

a. The President shall serve for a term of one year and may not be re-elected for a second successive term.

b. The President-Elect shall serve for a term of one year and shall then assume office as President at the Annual Membership Meeting.

c. The First Vice-President shall be elected for a term of one year.

d. The Secretary shall be elected for a term of two (2) years and may be re-elected for one additional two-year term.

e. The Treasurer shall be elected for a term of two (2) years and may be re-elected for one additional two-year term. Notwithstanding any other provision of these Bylaws, service for less than one year in filling a vacancy shall not be counted for purposes of these limitations.

f. The Immediate Past President shall serve for a term of one year.

The terms of all officers shall begin and end at the Annual Membership Meeting, or when their successors are elected, except that an officer selected to fill a vacancy shall assume office immediately upon selection.

Section 8.3. DUTIES.

The officers of the Society shall have the rights, duties and prerogatives customarily attached to their respective offices in professional societies, as well as the specific rights and responsibilities set forth in these Bylaws.

Section 8.4. PRESIDENT.

The President shall preside over all meetings of the Society, the Board of Directors, and the Executive Committee.

The President may, at his/her discretion, delegate to other officers the responsibility of representing the President and the Society at meetings of other medical organizations, specialty societies, and allied health organizations and societies.

The President also may delegate qualified individuals to speak on his/her behalf before various governmental bodies, agencies, and any other group as he/she may see fit.

The President shall be the official spokesperson of the Society on all matters of general policy as decided by the Board of Directors. Except as otherwise provided in these Bylaws, the President shall designate the chairperson and the members of each standing committee and subcommittee. The President also may appoint ad hoc committees in accordance with these Bylaws.

The President shall preside as chairperson of the Board of Directors and of the Executive Committee, and shall be an ex-officio member of all committees except the Judicial and Nominating Committees.

The President shall prepare a report concerning the Society's activities during his/her term in office and shall present the report at the Annual Membership Meeting.

Section 8.5. PRESIDENT-ELECT.

The President-Elect shall perform the duties of the President during absence or disability and shall be an ex-officio member of all committees, but shall serve on the Nominating Committee as a consultant member. The President-Elect shall select those members of the Society for appointment to committees at the beginning of their term. The President-Elect shall serve as Chair of the Judicial Committee and as the Vice Chair of the Committee on Affiliations. The President-Elect shall oversee the operations of the Society’s administrative committees and subcommittees and shall have purpose to maintain contact with the board advisors to these committees. The President -Elect shall advance to the office of President without the process of nomination and election.

A vacancy occurring in the office of President by death, disability, resignation, or removal shall be filled immediately by the President-Elect for the unexpired term, but this interim term as Acting-President shall in no way invalidate the orderly succession to President for a regular term. The office of President-Elect shall then remain vacant until the next regular election of the Society. Such service on the part of the President-Elect for a partial term as President shall not affect the regular presidential term.

Section 8.6. VICE-PRESIDENT.

The Vice-President shall assist the President in the discharge of his/her duties and functions.

Except as otherwise provided in these Bylaws, the Vice-President shall perform the duties of the President during the absence or disability of both the President and the President-Elect and shall perform all the duties specifically required in these Bylaws. The Vice-President shall be the board advisor to the Committee on Bylaws and shall be responsible for the organization, function, and coordination of the educational committees of the Society and shall have purpose to maintain contact with the board advisors to these committees.

Section 8.7. SECRETARY.

The Secretary shall be the official custodian of the Bylaws and of all the records of this Society. The duties of the Secretary shall be to:

a. Attend all annual or special meetings of the Society, and to transcribe and keep the minutes of the proceedings of all the meetings of the Society, the Board of Directors, and the Executive Committee, and to keep proper records thereof;

b. Issue official notice of all annual or special meetings of the Boards of Directors and of this Society;

c. Serve as Secretary of the Board of Directors and as board advisor to the Committee on Membership.

d. Tabulate and announce the official results of all ballots;

e. Notify all Honorary members of their election;

f. Conduct such formal official correspondence in the corporate name of this Society as the Board of Directors or the President may direct;
g. Be the custodian of the Seal of the Society and affix the Seal and sign all official documents as the Bylaws may require, or the Board of Directors or the President may direct;

h. Report to the Board of Directors at regular meetings of the Board of Directors and at such other times as the Board of Directors may direct on the status of membership in the Society. This report shall reflect the number and identity of (1) new members elected, (2) members whose membership category has changed, (3) members who have resigned, and (4) members who are deceased.

i. Furnish to the Board of Directors or the President such information as may be necessary or desirable to conduct the Society’s business;

j. Submit to the membership at the Annual Membership Meeting a report of the transactions of the Board of Directors during the preceding year and a report on the status of membership in the Society; and

k. Perform such other functions as are specified in these Bylaws or as the President or Board of Directors may direct.

The Secretary shall be entitled to reimbursement for expenses incurred in the fulfillment of the duties imposed by the Bylaws, or authorized by the President or Board of Directors.

Section 8.8. TREASURER.

The Treasurer shall be bonded at the expense of this Society in such amount as the Board of Directors may direct in accordance with these Bylaws. The Treasurer shall have general supervision of the financial affairs of the Society by and shall:

a. Advise the Board of Directors on the status of Society funds and on the preparation of the annual budget;

b. Be responsible for collecting all dues and assessments and supervising established accounting and investment procedures for the handling of the Society’s funds;

c. Report on the financial condition of the Society to the membership at each Annual Membership Meeting;

d. Submit to the Board of Directors at its Spring meeting a complete list of the names and addresses of all paid-up and exempt members in good standing in the Society;

e. At the end of each fiscal year, the Treasurer shall be responsible for the preparation of an annual audit to be conducted by an external Certified Public Accountant selected by the Board of Directors; and

f. Serve as the board advisor to the Committee on Finance and Budget.

The Treasurer shall obligate the Society only for debts authorized by the Board of Directors.

Section 8.9. RESIGNATION OR REMOVAL.

Any officer, committee member or office holder, elected or appointed, within the Society may resign by informing the Secretary in writing. They may be removed from office by action of the Board of Directors, if found guilty by that body of neglect of duty, improper conduct, or violation of these Bylaws. A two-thirds (2/3) vote of the members of the Board of Directors present and voting shall be required to effect such removal. Any officer, committee member, or elected or appointed official removed by the Board of Directors under the foregoing section may file written appeal to the Judicial Committee within fifteen (15) days of removal. The Judicial Committee shall conduct an appeal hearing within 20 days of receipt of such written request. The decision of the Judicial Committee shall be final. An officer, committee member or office holder who is removed from office pursuant to this section shall be ineligible to serve as an officer, committee member or office holder of the Society at any future time.

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GENERAL PROVISIONS

Section 9.1. DELEGATES AND REPRESENTATIVES.

Delegates, alternate delegates and official representatives from this Society to other organizations shall be appointed in accordance with the provisions of these Bylaws. The functions and terms of such delegates and representatives shall not exceed those set forth in their official notice of appointment.

Section 9.2. VOTING OF SHARES. The Society may vote any and all shares held by it in any other corporation by such officer, agent or proxy as the Board of Directors may appoint, or in default of any such appointment, by its President or by the President-Elect and, in any such case, such officers, or any of them, may appoint a proxy to vote said shares.

Section 9.3. CHECKS, DRAFTS, AND NOTES.

All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Society and any and all securities owned or held by the Society requiring signature for transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President.

Section 9.4. EXECUTION OF CONTRACTS.

Except as otherwise provided in these Bylaws, the Board of Directors may authorize one or more officers, agents or employees of the Society to enter into any contract or to execute any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances and, unless so authorized by the Board of Directors, no instances and, unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Society by any contract or engagement to pledge its credit or to render it liable for any purpose or in any amount.

Section 9.5. COMPENSATION OF DIRECTORS AND OFFICERS.

The directors and officers of the Society shall serve without compensation unless compensation is authorized from time to time by the Board of Directors for services rendered other than for being a director or officer.

Section 9.6. INSPECTION OF SOCIETY RECORDS.

The records, books of account and minutes of the proceedings of the Society’s members, Board of Directors and committees shall be kept at the executive office of the Society or at such other place as the Board for Directors may order and shall be open to inspection upon the written demand of any member or director at any reasonable time and for any purpose reasonably related to his or her interests as a member or director. Such inspection may be made by a member’s or directors authorized agent to attorney and shall include the right to make copies or extracts of documents. Demand for inspection shall be made in writing addressed to the President or the Secretary of the Society at the Society’s executive office or, in the event that an executive office is not established, to the most recent address of the President or the Secretary of the Society as shown on the records of the Society.

Section 9.7. BONDING.

The Treasurer and such other officers, employees and agents as the Board of Directors shall deem advisable shall, at the expense of the Society, post a good and sufficient surety bond to secure the faithful performance of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9.8. FISCAL YEAR.

The fiscal year of the Society shall extend from the first day of January through the thirty-first day of December. The audit report, budget estimates and appropriations shall likewise be for the same period.

Section 9.9. SEAL.

The Society shall have an official seal which shall be in such form as approved by the Board of Directors, but which shall in any event contain the words “Society for Ambulatory Anesthesia -- 1985.” The seal shall be in the custody of the Secretary.

Section 9.10. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The Board shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of the State of Delaware.

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AMENDMENTS

Section 10.1. PROCEDURE.

A proposal to amend the Bylaws shall be submitted in writing to the Secretary by any active member in good standing. The Secretary shall refer any such proposal to the Board of Directors. If the Board of Directors determines that the proposal should be examined, the Secretary shall forward the proposal to the Committee on Bylaws.

The final draft of any proposed Bylaws changes shall be accompanied by the opinion of the Committee on Bylaws as to the ramifications of the proposed amendment and shall be submitted by the chairperson to the Board of Directors at least thirty (30) days prior to the next regular meeting of the Board of Directors. If approved by the Board of Directors, the proposed amendment shall be mailed to every member at least two (2) weeks before the Annual Membership Meeting, at which time a second reading shall be followed by a vote. If approved by a two-thirds (2/3) vote of the active membership present and voting, the proposed amendment shall then become effective.

Section 10.2. EMERGENCY PROCEDURE.

Notwithstanding anything in these Bylaws to the contrary, these Bylaws may be altered, amended or revoked or new Bylaws may be adopted on an emergency basis by a vote of three-fourths (3/4) of the total number of directors upon such notice as may be reasonable under the circumstances where such action is necessary to enable the Society or the Board of Directors to comply with any statute, regulation or judicial or administrative decision or to meet an emergency situation which threatens to impair the ability of the Society or the Board of Directors to carry out, perform or accomplish any of the Society’s purposes or objectives.

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© SOCIETY FOR AMBULATORY ANESTHESIA
520 N. Northwest Highway Park Ridge, Illinois 60068-2573
Tel: (847) 825-5586 Fax: (847) 825-5658
E-mail: samba@asahq.org