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Association of Academic Surgical Administrators, Inc. Bylaws
Article 1: Name
1.1 The name of the Association shall be the Association of Academic Surgical Administrators, Inc. and the official acronym for the organization shall be AASA.
Article 2: Purposes
2.1 The AASA and its Bylaws contained herein are organized exclusively for the improvement of business conditions and the advancement of the administration or management of health care, education and research in academic and other surgical entities.
Article 3: Standing Rules
3.1 The Board of Directors shall have the authority to create modify, and eliminate Standing Rules which define the processes and parameters by which the Bylaws contained herein will be implemented, and the roles and responsibilities of individuals and groups designated to implement them.
3.2 The creation, modification, or elimination of Standing Rules may be proposed by any sitting Board Director and must be approved by a unanimous vote of the Board of Directors.
3.3 All Standing Rules must contain a Title and Purpose and clearly reference the Bylaw the Rule is intended to promulgate.
3.4. A current record of Standing Rules shall be maintained by the Secretary or the Secretary’s designee and shall be made available at the request of any AASA member.
Article 4: Membership
4.1 Membership Types:
a. Regular Member: Regular Membership may be held by an individual who serves or has served in a professional capacity associated with an academic surgical specialty which is recognized by the American College of Surgeons.
b. Affiliate Member: Affiliate Membership may be held by any individual having an interest in promoting the purposes of the AASA.
c. Honorary Member: Honorary Membership may be conferred by the Board of Directors upon any former Regular Member. This designation shall be reserved to those individuals whose contribution to the field of professional surgical administration, service and devotion to the purposes of the AASA exemplifies individual efforts and leadership far superior to that which is expected.
4.2 Approval Process: An applicant qualified for membership as described in these Bylaws may become a member upon the payment of dues. Questions regarding qualification for membership shall be resolved in accordance with such policy as may be established by the Board of Directors.
4.3 Termination of Membership:
a. The membership of any member shall be considered to be not in good standing and will be terminated upon the occurrence of any of the following events: 1) failure to pay dues within a time set forth by the Board of Directors; 2) failure for any reason to retain their good standing in the field of surgical administration as voted on by two-thirds of the Board of Directors; 3) resignation of the member as set forth in 4.3.b; 4) death. Thereafter, all of the rights of the member in the AASA or in its property shall cease.
b. An individual may terminate membership in the AASA or request an alteration of membership type or status by sending a written communication to the Board of Directors.
c. Any member whose membership in the AASA has been terminated may be reinstated, at the sole discretion of the Board of Directors, upon such terms and conditions as it may establish.
Article 5: Voting
5.1 Regular Members who are not in the process of termination of membership as articulated in Article 4.3a and 4.3b shall constitute that body eligible to vote on matters brought to the attention of the AASA.
Article 6: Meetings
6.1 Business meetings of the AASA shall be held at such times and places as the AASA Board of Directors may determine.
6.2 At least one business meeting must be held on an annual basis. It shall be in conjunction with an annual educational conference and called for the purpose of conducting the business of the AASA and dealing with matters as may appropriately come before the membership. Failure to hold the annual business meeting, or hold it in conjunction with the educational conference, shall not affect the validity of any corporate action.
6.3 A quorum, defined as at least twenty-five percent (25%) of all Regular Members, shall be required to be present at business meetings to officially transact any business which may be properly brought before the AASA. If this quorum is achieved, a simple majority shall be required to transact any such business.
6.4 Special meetings may be called by the AASA President, a majority of Board Directors, or with twenty percent (20%) of Regular Members. Notification to the Secretary must clearly state the purpose for the special meeting, must be made in writing and addressed to the Board of Directors, and delivered to the Secretary at least twenty-one (21) days before the date of the special meeting.
6.5 The AASA shall notify its members of the place, date and time of each annual and special meeting of members at least 10 calendar days in advance of the convening meeting. Notice shall be posted on the AASA website with a subsequent e-mail notification to the membership.
Article 7: Board of Directors
7.1a The Board of Directors of the AASA shall be comprised of 12 Regular Members of the AASA. The Board of Directors shall consist at all times of the President, the Past President, the Vice President, the Secretary, the Treasurer, and one Regional Representative for each AASA region as defined in a Standing Rule titled “AASA Regions.” A Standing Rule titled “The Board of Directors” shall define the roles and duties of each Board Director, including the remaining directors not specifically named herein.
7.1b The term of office for each Board Director shall be as follows:
7.2 The Board of Directors, chaired by the President, shall be charged with the responsibility for directing the affairs of the AASA. It shall constitute the final authority on matters relative to the interpretation and/or implementation of these bylaws and shall exercise those powers necessary in the conduct of its charge.
7.3 Vacancies on the Board of Directors occurring during the year shall be filled by appointment and at the discretion of the President, unless succession is specified in the Bylaws.
7.4 The Board of Directors shall meet at least twice every twelve-month period. Appropriate notice shall be given by the Secretary or the Secretary’s designee.
7.5 A majority of the Board of Directors must be present to constitute a quorum for purposes of voting. Any Board Director may submit his/her vote by proxy to the President if unable to attend.
7.6 Special meetings of the Board of Directors may be convened by the President or his/her designee with a minimum notice of 48 hours.
7.7 A Board Director may resign at any time by giving written notice, including effective date, to any Board Director, who shall notify the Board of Directors of such resignation.
7.8 Any elected Board Director may be removed from office by a two-thirds vote of the Board of Directors or a majority of Regular Members of the AASA.
Article 8: Committees
8.1 Committees shall function in support of the Board of Directors and in furtherance of the AASA mission.
8.2 Standing Committees
8.2a Standing Committees shall be created or dissolved by a majority vote of the Board.
8.2b Standing Committees shall have their operational charge defined by the Board.
8.2c Each Standing Committee shall be led by a Chair appointed by the Board.
8.2d Standing Committee chairs shall have the authority to determine the size and general composition of their assigned committee, and shall be responsible for ensuring that their committee achieves its operational charge.
8.2e A record of all Standing Committees shall be maintained by the Secretary or the Secretary’s designee and made available at the request of any AASA member.
8.3 Ad Hoc Committees
8.3a Ad Hoc Committees shall be created or dissolved by the President.
8.3b Ad Hoc Committees shall have their operational charge defined by the President.
8.3c Each Ad Hoc Committee shall be led by a Chair appointed by the President.
8.3d Ad Hoc chairs shall have the authority to determine the size and general composition of their assigned committee, and shall be responsible for ensuring that their committee achieves its operational charge.
8.3e A record of all Ad Hoc committees shall be maintained by the Secretary or the Secretary’s designee and made available at the request of any AASA member.
Article 9: Board of Directors Elections Process
9.1 Either the President or Secretary or their designee shall oversee the elections process each year.
9.2 The elections process shall be defined by a Standing Rule titled “Board of Directors Elections Process.”
9.3 Election results will be announced at the Annual Business Meeting and shall be posted on the AASA website with a subsequent e-mail notification to the membership from the AASA list serve.
9.4 Elected Board Directors shall assume their positions immediately following the Annual Business Meeting.
Article 10: Contracts, Loans. Checks, Deposits, and Dues
10.1 Contracts: The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the AASA. Such authorization may be general or it may be confined to specific instances. Authorizations must be specifically recorded in the official minutes of meetings of the Board of Directors.
10.2 Loans: No loans shall be contracted on behalf of the AASA and no evidences of indebtedness shall be issued in its name unless authorized by a resolution thereof and approved by the majority of the AASA's members. Such authority may be general or it may be confined to specific instances.
10.3 Checks, Drafts, etc.: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the AASA shall be signed by the Treasurer or an authorized signing agent, or in such a manner as shall from time to time be determined by resolution of the Board of Directors.
10.4 Deposits: All funds of the AASA not otherwise employed shall be deposited from time to time to the credit of the AASA in such banks, trust companies or other depositories as the Board of Directors may select.
10.5 Dues: Annual dues rates and schedule shall be set annually by the Board of Directors and members notified prior to December 31st. Dues are payable by pending members upon acceptance of membership. Any Member whose dues are delinquent shall forfeit voting rights and will be subject to Article 4 of these Bylaws. The Board of Directors shall designate an individual or agent responsible for the collection of annual dues.
Article 11: Dissolution
11.1 Upon dissolution of the AASA, all assets in whatever form, after payment of all legal debts and obligations, will be given on the basis of equal shares to the tax-exempt institutions whose members comprise the Regular Membership, in good standing, of the AASA at the time of dissolution.
Article 12: Amendments
12.1 These Bylaws may be altered, amended or replaced and new Bylaws may be adopted by a simple majority (50% + 1 member) of the Regular Members. Proposed changes in the Bylaws can be made by any member, in good standing, of the AASA, and must be presented to all members in good standing.
12.2 Proposed changes must be submitted to the Secretary not less than 30 days before the annual meeting if the Bylaws changes will be placed before a vote of the full membership at that meeting, or alternatively not less than 30 days before they are desired to go into effect, if they will be put before a vote of the membership by mail ballot or e-mail ballot.
12.3 No Bylaw amendment adopted by the members shall be amended or repealed by the Board of Directors, unless the bylaws adopted by the members shall have conferred such authority upon the Board of Directors. Any Bylaw amendment adopted by the Board of Directors is subject to amendment or repeal by the members as well as by the Board.
Article 13: Board of Directors Conflicts of Interest
13.1 To the extent known to the Board Member, he/she shall disclose any actual or potential conflict of interest to the Board of Directors prior to any action of the committee which authorizes, approves or ratifies a contract or transaction with the individual, corporation, firm, association, or entity with which the conflict occurs and, when appropriate, remove him/herself from discussions and decisions regarding this matter. If he/she becomes aware of any actual or potential conflict of interest after the Board of Directors has entered into discussion of, or made a decision regarding any matter, then he/she shall immediately apprise the Board of Directors of the actual or potential conflict of interest. Following a disclosure of any actual or potential conflict of interest and given that the contract or transaction is fair and reasonable to the AASA no such contract or other transaction shall be either void or voidable on the grounds of the conflict of interest.
Article 14: Indemnification
14.1 Action not in the name of the AASA: The AASA shall indemnify any person to the extent he or she has a successful defense (as defined below) who was or is a part or threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the AASA) by reason of the fact that such person is or was an Board Director, Officer, Member, employee or agent of the AASA, or is or was serving at the request of the AASA as an Board Director, Trustee, Officer, Member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the AASA, and, with respect to any criminal action or proceeding, has no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the AASA, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
14.2 Action in the Name of the AASA: The AASA shall indemnify any person to the extent he or she has a successful defense who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the AASA to procure a judgment in its favor by reason of the fact that such person is or was an Board Director, Officer, Member, employee or agent of the AASA as Board Director, Trustee, Officer, Member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such persona reasonably believed to be in or not opposed to the best interests of the AASA and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the AASA unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability by in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
14.3 Successful Defense: To the extent that Board Director, Officer, Member, employee or agent of the AASA has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 16:1 or 16:2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith.
14.4 Authorization of Indemnification: Any indemnification under Section 16:1 or 16:2, unless ordered by a court, shall be made by the AASA only as authorized in the specific case upon a determination that indemnification of the Board Director, Officer, Member, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 16:1 or 16:2. Such determination shall be made:
a. By the Board of Directors by a majority vote of a quorum consisting of Board Directors who were not parties to such action, suit or proceeding; or
b. If such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Board Directors so directs, by independent legal counsel in a written opinion.
14.5 Advances for Expenses: Expenses, including attorneys’ fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the AASA in advance of the final disposition of such action, suit or proceeding as authorized in a manner provided in Section 4 upon receipt of an undertaking by or on behalf of the Board Director, Officer, Member, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the AASA as authorized in this Section.
14.6 Non-Exclusive: The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaws, agreement, vote or disinterested Board Directors or otherwise, both as to action in any such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an Board Director, Officer, Member, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
14.7 Insurance: The AASA may, upon resolution of its Board Director duly adopted, purchase and maintain insurance on behalf of any person who is or was an Board Director, Officer, Member, employee or agent of the AASA, or is or was serving at the request of the AASA as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the AASA would have the power to indemnify such person against such liability under this providing of the AASA’s Bylaws.
Article 15: Rules Determining
Roberts Rules of Order, “The Everything Robert’s Rules Book” version, shall govern the meetings of the AASA and shall be the final authority in all matters not covered in these bylaws.
These Bylaws amended and enacted on July 25, 2018 by majority vote of the Regular AASA membership.