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      To advance the administration or management of health care, education and research in academic and other surgical entities.

        2.2      To promote the concept of professional management in an Academic Surgical Department.

        2.3      To enhance the continuing educational process for Academic Surgical Administrators through sponsorship of meetings, seminars, written communication, etc.

        2.4      To collect and disseminate information concerning present and proposed national, provincial, state and local legislation, and other data pertinent to the professional administrator of an academic surgical entity.

        2.5      To interact in liaison with other professional associations when such interaction advances these stated purposes.

ARTICLE 3: Membership
        3.1      Regular Member: Regular Membership may be held by an individual who serves or has served in an executive or managerial capacity associated with an academic surgical department which is recognized by the American College of Surgeons.  Nominations for Regular Membership will be granted immediately by the membership chair with final approval by the BOD at their next regularly scheduled meeting.

 

        3.2      Affiliate Member:  Affiliate Membership may be held by an individual having an interest in promoting the purposes of the AASA.

        3.3      Honorary Member: Honorary Membership may be conferred by the Executive Committee 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. Nominations for Honorary Membership shall be brought to the Executive Committee, during a business meeting, by the Chair of the Membership Committee.  Honorary Membership will be renewed based on mutual desire.

 

        3.4      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 Executive Committee; 2) failure for any reason to retain their good standing in the medical profession as voted on by two-thirds of the Executive Committee; 3) resignation of the member as set forth in ARTICLE 14 Section 1; 4) death.  Thereafter, all of the rights of the member in the AASA or in its property shall cease.

 

        3.5      Any member whose membership in the AASA has been terminated may be reinstated, at the sole discretion of the Executive Committee, upon such terms and conditions as it may establish.

ARTICLE 4: Voting
        4.1      Regular Members, in good standing as set forth in Article 3 Section 4, shall constitute that body eligible to vote on matters brought to the attention of the AASA.  Additionally, for purposes of voting the term "in good standing" shall refer to members whose dues are not delinquent.

ARTICLE 5:  Meetings
        5.1      Business meetings of the AASA shall be held at such times and places as the AASA Executive Committee may determine.

        5.2      At least one business meeting must be held on an annual basis.  It shall be associated 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.

        5.3      The Regular Membership present shall constitute a quorum at a business meeting, and such quorum, by a simple majority vote (or by some other percentage when specifically called for in these bylaws), may transact any business which may be properly brought before the AASA.

        5.4      Special meetings of the Members may be called by the President, by the Executive Committee, or by Regular Members holding at least five percent (5%) of the voting power of the AASA.

        5.5      The AASA shall notify its members of the place, date and time of each annual and special meeting of members 10-60 days in advance of the convening meeting.  Notice shall be posted on the AASA website with a subsequent e-mail notification to the membership from the AASA list serve.

ARTICLE 6:  The Executive Committee
        6.1      The Executive Committee of the AASA shall be comprised of twelve (12) Members of the AASA.  They shall be; the President, the Past-President, the Vice President, the Secretary, the Treasurer, the Chair of the Membership Committee, the Chair of the Education Committee, the Chair of the Communications Committee, and four (4) Regional Representatives (representing the East, South, West and Midwest) based on regions.  All members of the Executive Committee of the AASA, except the Past-President, must be Regular Members of the AASA.  The Past-President may be an Honorary Member.

        6.2      The Executive Committee, 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.

        6.3      Vacancies on the Executive Committee occurring during the year shall be filled by appointment and at the discretion of the President, unless succession is specified in the Bylaws.

        6.4      The Executive Committee shall meet at least twice a year: one meeting may occur in conjunction with the annual business meeting; a second meeting may take place within six (6) months after the annual business meeting.  Notice of an Executive Committee Meeting will be given in writing via e-mail by the Secretary, or other person working under their direction, at least thirty (30) days in advance.

        6.5      A majority of the Executive Committee members must be present to constitute a quorum for the transaction of business at a meeting.  Any Executive Committee member may submit his/her vote by proxy to the President if unable to attend.

        6.6      Special meetings of the Executive Committee may be convened, by the President or his/her designee, utilizing telephone conferencing, mail, e-mail, or in person.  Notice shall be given not less than one (1) week in advance of said meeting.  If mailed, such notice shall be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid.  A telephone conference call requires all parties to be able to hear and respond.

        6.7      The term of office for each Executive Committee member except the Treasurer, the Membership Chair, and the Communications Chair shall be for one (1) year with the positions of Vice President, President, and Past-President filled successively by the same individual.  The term of office for the Treasurer, the Membership Chair, and the Communications Chair shall be two (2) years.

        6.8      An Executive Committee Member may resign at any time by giving written notice to the Secretary of the AASA, who shall advise the Executive Committee of such resignation.  Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Secretary of the AASA, and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

        6.9      Any Executive Committee Member may be removed from office by the Executive Committee, with cause or for any reason designated by a majority of the Executive Committee or Regular Members of the AASA.

ARTICLE 7:  Executive Committee Members and Their Duties
        7.1      President: The President shall be the chief elected officer of the AASA, and as such shall:

                    a.     serve as the presiding officer at the AASA Annual Business Meeting and Executive Committee meetings, and in the event of a vote deadlock shall cast the tie-breaking vote.

                    b.     have general responsibility for the affairs and business of the AASA.

        7.2      Past-President shall serve as an elected officer of the AASA, and as such shall:

                    a.     assist the President in carryover of ongoing business and projects to ensure a smooth transition.

        7.3      Vice-President shall serve as an elected officer of the AASA, and as such shall:

                    a.     perform the duties of the President during the President's absence, and in the event of the President's inability to serve, shall assume the Presidency for the balance of any unexpired term.

                    b      nominate an Education Chair candidate, for appointment, at least 18 months in advance of the education program they will chair.

                    c.     review the AASA By-Laws annually.

        7.4      Secretary shall serve as an elected officer of the AASA, and as such shall perform or have performed under the Secretary’s direction the following functions:

                    a.     serve as the recorder of all AASA official business and shall maintain the records of the official organization at the principal office of the AASA or such other place as the President directs.  

                    b.     certify and keep at the principal office of the AASA the original or a copy of its Articles of Incorporation and Bylaws, as amended or otherwise altered to date. 

                    c.     prepare and distribute written or electronic material required by the organization, to include but not be limited to meeting notices, agendas, minutes and other Executive Committee materials that are a part of the business being conducted. 

        7.5      Treasurer shall serve as an elected officer of the AASA, and as such shall:

                    a.     serve as Chair of the Finance Committee.  Organizes committee or task force on an as needed basis for the purpose of assisting with any financial decision-making.  Committee functions are outlined in ARTICLE 8. 

                    b.     manage organizational business and finance.  Apply generally approved standards and principles to AASA accounting and financial activities.   Prepare annual budget for presentation to Executive Committee for approval.

                    c.     file annual report with the Wisconsin Department of Financial Institutions, and file or cause to be filed all other appropriate federal, state and local financial or tax related reports as required by law in a timely manner.

                    d.     in conjunction with the Membership Chair, recommend to the Executive Committee the annual membership dues structure.

        7.6      Membership Chair shall:

                    a.     serve as Chair of the Membership Committee.  Committee functions are outlined in ARTICLE 8.

                    b.     be responsible for membership enrollment.

                    c.     maintain the official membership database and mailing list for AASA.

                    d.     collect annual dues.

                    e.     in conjunction with the Treasurer, recommend to the Executive Committee the annual membership dues structure.

        7.7      Education Chair shall:

                    a.     serve as Chair of the Education Committee.  Committee functions are outlined in ARTICLE 8.

                    b.     plan and organize the annual educational conference, also referred to as the “Program” in conjunction with the annual business meeting.

        7.8      Communications Chair shall:

                    a.     serve as Chair of the Communications Committee.  Committee functions are outlined in ARTICLE 8.

                    b.     coordinate the development and publication of The Cutting Edge, the official newsletter of the AASA, on a basis of approximately three to four editions per year, as recommended by the President.

                    c.     issue periodic communications to the AASA membership including notifications from the Education Chair, the Membership Chair, the President, the Secretary and others.

                    d.     communicate annually, if possible, to the Serwell estate representative, or the family/friends of the late Richard Serwell.

                    e.     supervise website and oversee contract of website host.

        7.9      Regional Representatives: The four (4) Regional Representatives (representing the East, South, West and Midwest) shall serve as regional liaison to facilitate communication between the Executive Committee and the AASA membership, and as such shall:

                    a.     assist in membership recruitment within their regions, as well as with maintenance and retention of current members.

                    b.     serve on the AASA Nominating Committee.

                    c.     serve on the AASA Membership Committee and participate in organization wide membership planning as well as regional membership planning.

ARTICLE 8: Standing Committees
        Five (5) Standing Committees shall function in support of the Executive Committee.  They are: the Finance Committee, the Membership Committee, the Education Committee, the Communications Committee, and the Nominating Committee.  It shall be the responsibility of the Chair to recommend to the Executive Committee the operational charge, size and general composition of these standing committees at the first Executive Committee Meeting.  For the purposes of these bylaws, the general charge to each shall be:

        8.1      Finance Committee: Made up of any regular members of the AASA, and as such shall:

                    a.     assist the Treasurer in the execution of the Treasurer's duties as set forth in this document.  

        8.2      Membership Committee: Made up of the four Regional Representatives and other interested AASA members to:

                    a.     assist the Membership Chair in the recruitment and maintenance of the varied and viable membership base necessary to adequately promote the stated purposes of the AASA.  

                    b.     develop the procedures necessary for enlisting new members.  The Membership Chair shall maintain the official mailing list for AASA.

         8.3     Education Committee: Made up of any members of the AASA, and as such shall:

                    a.     assist the Chair of the Education Committee and advise the Executive Committee on matters associated with advancing the educational purposes of the AASA. 

                    b.     assist in the development, coordination, funding and hosting of the annual educational program. 

        8.4      The Communications Committee: Made up of any members of the AASA, and as such shall:

                    a.     assist the Chair of the Communications Committee in the facilitation and communication of pertinent information among the various constituents of the AASA.  The Chair will serve as the editor of the AASA newsletter.

        8.5      The Nominating Committee:  Made up of the Regional Representatives, with one serving as the group-selected Chair, and the President as an Ad Hoc member.  Additional committee functions are outlined in ARTICLE 10.

ARTICLE 9:  Ad Hoc Committees
        The President may establish Ad Hoc Committees for study which the President deems necessary.  All members of Ad Hoc Committees shall be appointed by the President.

ARTICLE 10:  Executive Committee Election Process
        10.1    The Nominating Committee shall be charged with preparing a slate of candidates for election to the Executive Committee from the regular members of the AASA.  This slate shall be compiled from nominations made by regular members in writing to members of the nominating committee.  The nominating committee shall be obliged to place on the slate any regular member in good standing so nominated unless, after personal contact, the member expresses their unwillingness or inability to serve.

        10.2    The Nominating Committee shall select a Chair from among them and shall notify the President of their selection. 

        10.3    The Nominating Committee will develop the slate of nominees along with a brief biography and present this slate to all regular members in good standing to vote upon by ballot.

        10.4    Ballots shall be returned to the President acting as an ad hoc member of the Nomination Committee not less than thirty (30) days prior to the Annual Business Meeting.  Nominees with the most votes for each office shall be elected.  In the case of a tie, a run-off election will be conducted.

        10.5    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.

        10.6    Elected Executive Committee Members shall assume their position immediately following the Annual Business Meeting.

ARTICLE 11:  Contracts, Loans, Checks, Deposits, and Dues
        11.1    Contracts: The Executive Committee 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 Executive Committee.

        11.2    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.

        11.3    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 and the President or President-Elect.  Or, in such a manner as shall from time to time be determined by resolution of the Executive Committee.

        11.4    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 Executive Committee may select.

        11.5    Dues: Annual dues shall be set annually by the Executive Committee prior to November 1st. Dues are payable by pending members upon acceptance of membership.  For Regular Members, annual dues are payable by January 31 of each year and shall become delinquent if not paid by March 31. Members joining at times other than January 1, will have their dues prorated by remaining quarters of the calendar year in which they join.  Any Member whose dues are delinquent shall forfeit voting rights and will be subject to ARTICLE 14, Section 2 of these Bylaws.  The Membership Chair shall be responsible for the collection of annual dues.

ARTICLE 12:  Dissolution
        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 13:  Amendments
        13.1    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.

 

        13.2    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.

 

        13.3    No Bylaw amendment adopted by the members shall be amended or repealed by the Executive Committee, unless the bylaws adopted by the members shall have conferred such authority upon the Executive Committee.  Any Bylaw amendment adopted by the Executive Committee is subject to amendment or repeal by the members as well as by the Executive Committee.  

ARTICLE 14:  Termination or Alteration of Membership Status
        14.1    An individual member may terminate their membership in the AASA or request an alteration in their membership status by sending a letter so stating to the Chair of the Membership Committee.

        14.2    The Chair of the Membership Committee may recommend to the Executive Committee that a member's name be deleted from the membership roster or that the nature of their membership status be altered based upon the failure of the member to comply with the AASA's basic membership requirements.

ARTICLE 15:  Executive Committee Member Conflicts of Interest.

        Executive Committee Members may have interests in conflict with those of the AASA.  Each Executive Committee Member must endeavor to be conscious of the potential for such conflicts of interest with the AASA and act with candor and care in dealing with any such situations.  To the extent known to the Executive Committee Member, he/she shall disclose any actual or potential conflict of interest to the Executive Committee 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 Executive Committee has entered into discussion of, or made a decision regarding any matter, then he/she shall immediately apprise the Executive Committee 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 16:  Indemnification

        16.1    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 Executive Committee Member, Officer, Member, employee or agent of the AASA, or is or was serving at the request of the AASA as an Executive Committee Member, 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.

        16.2    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 Executive Committee Member, Officer, Member, employee or agent of the AASA as an Executive Committee Member, Trustee, Officer, Member, employee or agent of another corporation, partnership, joint venture, rust 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.

        16.3    Successful Defense:  To the extent that an Executive Committee Member, 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.

        16.4    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 Executive Committee Member, 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 Executive Committee by a majority vote of a quorum consisting of Executive Committee Members 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 Executive Committee Members so directs, by independent legal counsel in a written opinion.

        16.5    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 Executive Committee Member, 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.

        16.6    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 Executive Committee Members 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 Executive Committee Member, Officer, Member, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

        16.7    Insurance:  The AASA may, upon resolution of its Executive Committee duly adopted, purchase and maintain insurance on behalf of any person who is or was an Executive Committee Member, 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 17:  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.

 REVISED November, 1, 2012, Bess Wildman and Stephanie Schroeder