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| Bylaws - Also availabe as a PDF (146KB) and DOC (114KB) BYLAWS OF THE AMERICAN SOCIETY OF CRITICAL CARE ANESTHESIOLOGIST
ARTICLE I - OFFICES - TOP Section 1.1 Principal Office. The principal office of the Corporation in the State of Illinois shall be in the City of Park Ridge. Section 1.2 Registered Office. The Corporation shall have and continuously maintain in the State of Illinois a registered office, and a registered agent whose office is identical with such registered office, as required by the Illinois General Not for Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Illinois, and the address of the registered office may be changed from time to time by the Board of Directors. Section 1.3 Other Offices. The Corporation may, in addition to its principal office, have offices at such other places, either within or without the State of Illinois, as the Board of Directors may from time to time designate or as the business of the Corporation may require. ARTICLE II - MEMBERS - TOP Section 2.1 Classes of Members. The Corporation shall have four classes of members: Active members, Affiliate members, Educational members, and Retired members. Active members shall be physicians who are members of the American Society of Anesthesiologists and have an interest in critical care medicine. Affiliate members shall be individuals who are active in training programs or research relating to critical care medicine, but who do not fulfill the definition of Active member. Educational members shall be resident members of the American Society of Anesthesiologists or fellows in critical care medicine. Educational members who are resident members of the American Society of Anesthesiologists shall not be assessed annual dues. Retired members shall be individuals who have been Active members of the Society for ten (10) or more years and have completely retired from professional practice. Retired members shall not be assessed membership dues. Each Active member shall have one vote on any matter on which Active members are entitled to vote by law or that is submitted to a vote of the membership, and shall enjoy all rights and privileges of membership. Affiliate, Educational, and Retired members may attend the Annual Education Meeting and shall have all rights and privileges of Active members, except that they may not vote, attend corporate business meetings except by invitation, or hold office. Active membership, Affiliate membership, Educational membership, and Retired membership in this corporation are not transferable or assignable. Section 2.2 Election of Members. Persons interested in Active membership, Affiliate membership, Educational membership, and Retired membership may request an application form from the Secretary of the Corporation. All applications shall be made on the Corporation's prescribed form and shall be addressed in writing to the Secretary of the Corporation. Application for Educational membership shall provide suitable documentation of the applicant's training status. Membership may be renewed annually upon payment of dues. Educational members, upon completion of training and attaining membership in the American Society of Anesthesiologists, shall be eligible to apply for Active membership. Section 2.3 Dues and Assessments. Each Active member and Affiliate member shall pay such dues and assessments as shall be fixed from time to time by the Board of Directors. An Active member or Affiliate member who shall fail to pay dues or assessments within ninety (90) days from the time any such levy becomes payable may be removed from membership. Section 2.4 Resignation. Any Active member, Affiliate member, Educational member, or Retired member may resign at any time by giving written notice to the Secretary of the Corporation. Such resignation shall take effect at the time of receipt of the notice, or at any later time specified therein. A resigning Active member, Affiliate member, Educational member, or Retired member shall be relieved from liability for any dues or assessments levied with respect to any fiscal year commencing after the effective date of his/her obligation to pay any dues, assessments, or other charges accrued and unpaid as of the effective date of his/her resignation. Section 2.5 Reinstatement. Upon reapplication by a former Active member, Affiliate member, Educational member, or Retired member, an individual may reinstate his/her membership. Section 2.6 Meetings. An Annual Business Meeting of Active members shall be held in conjunction with the Annual Education Meeting. An educational meeting shall be held annually in conjunction with the Annual Meeting of the American Society of Anesthesiologists. In addition, special meetings may be called at any time by the President or the Board of Directors of the Corporation. Meetings shall be held at such place as the Board of Directors may from time to time by resolution notices or waivers thereof. In addition, the membership may call a special meeting by a majority vote of all Active members. Section 2.7 Notice of Meetings. Written notice stating the place, date and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which such meeting is called, shall be delivered to the membership not less than ten (10) days nor more than ninety (90) days before such meeting, either personally or by mail, by or at the direction of the President, the Board of Directors, or the Active members calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited, postage prepaid, in the United States mail addressed to each member at his/her address as it appears on the records of the Corporation. Section 2.8 Quorum and Voting. The lesser of forty (40) Active members or Active members holding one-tenth (1/10) of the votes entitled to be cast, represented in person, shall constitute a quorum at any meeting. If a quorum is not present, a majority of the Active members present may adjourn the meeting from time to time until a quorum is present. A majority of the votes entitled to be cast on a matter to be voted upon by the Active members present at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these Bylaws. Section 2.9 Informal Action by Active Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of Active members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Active members entitled to vote with respect to the subject matter thereof. Section 2.10 Voting by Mail. Where directors or officers are to be elected by Active members, such election may be conducted by mail in such manner, as the Board of Directors shall determine. Section 3.1 Powers. The funds and business of the Corporation shall be managed by a Board of Directors, which shall exercise all the usual powers of a managing board. These powers shall include, but shall not be limited to, (a) overseeing the functioning of the Corporation, (b) insuring the orderly transfer of the administration of the Corporation from the retiring to the incoming officers and Directors, and (c) formulating long-range plans for the Corporation. Section 3.2 Composition. The Board of Directors shall be composed of five (5) officers and six (6) elected Directors, and the Society’s delegate and alternate delegate to the American Society of Anesthesiologists (ASA) House of Delegates who shall serve as ex-officio directors. In addition, the Board of Directors shall have as its members international representatives who shall serve as ex-officio directors. All Directors shall be eleven (11) and each Director shall have one vote. The officers shall serve on the Board of Directors for the duration of their respective terms of office. Elected Directors shall be elected at the Annual Business Meeting. All Directors shall be elected for four (4)-year terms. Elected Directors shall hold office until their successors shall have been elected and qualified. The Delegate and Alternate Delegate to the ASA House of Delegates shall be appointed by the President to a term of three (3) years and may be reappointed by the President. The International Representatives shall be appointed by the President to a term of two (2) years and may be reappointed for an additional two-year term. Section 3.3 Elections. Directors shall be elected in the following manner: The Nominating Committee shall begin deliberations on the choice or selection of members to be nominated for directors no later than 120 days prior to the Annual Membership Meeting. Nominations may be submitted by any member in writing to the Nominating Committee by no later than 120 days prior to the Annual Membership Meeting. The chair of the Nominating Committee shall recommend to the Board of Directors a slate of at least one nominee for each open position. A candidate for the office of Director must be a current director or current committee member. Upon approval of the slate of candidates by a majority of the Board of Directors, a printed announcement of the slate of nominees shall be mailed to the Society’s membership at least 30 days prior to the Annual Membership Meeting for vote at the Annual Membership Meeting. Nominations may be entered by any member at the Annual Membership Meeting. The Active members shall vote for one candidate for each open position, and each nominee receiving a plurality of the votes cast by written ballot shall be declared elected. No elected director shall be eligible for more than two (2) consecutive four (4)-year terms. The timetable for nominations may be altered for good cause. Section 3.4 Vacancies. If an elected Director is elected to serve as an officer of the Corporation during his/her term as Director, or be unable to fulfill the term, the elected Director position shall be declared vacant. Any vacancy occurring in the Board of Directors shall be filled by nomination of the President upon confirmation of two-thirds (2/3) of the remaining Directors at their next meeting. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor. Section 3.5 Meetings. An Annual Meeting of the Board of Directors shall be held at the same place as the Annual Business Meeting. In addition, regular meetings of the Board of Directors may be held at such time and places as may be fixed from time to time by resolution of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by the President or by any two (2) or more Directors or, at the direction of any of the foregoing, by the Secretary. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board of Directors called by them. Section 3.6 Notice of Meetings. Unless required by resolution of the Board of Directors, notice of any annual or regular meeting of the Board of Directors need not be given. Notice of each special meeting shall be mailed to each Director, addressed to each Director at his or her residence or usual place of business, at least ten (10) days before the date on which the meeting is to be held; or such notice shall be sent to each Director at such place by e-mail, facsimile, telegraph, cable, telecopier, mailgram or wireless, or be delivered personally or read to the Director by telephone not later than twenty-four (24) hours before the time at which the meeting is to be held. If mailed, such notice shall be deemed to be delivered when deposited, postage prepaid, in the United States mail addressed to the Director at his or her address as it appears in the records of the Corporation. Each such notice shall state the time and place of the meeting, but need not state the purpose or proposes of the meeting. No notice of the reconvening of any adjourned or recessed meeting need be given except as contained in the resolution or ruling directing the adjournment or recess. Section 3.7 Waiver of Notice of Meetings. Anything to these Bylaws or in any resolutions adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any Director if such notice shall be waived by the individual Director in writing (including e-mail, facsimile, telegraph, cable, telecopier, mailgram or wireless) before or after the meeting. A Director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he/her attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 3.8 Quorum and Manner of Acting. A majority of the number of Directors who are serving shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present may adjourn the meeting from time to time until a quorum be had. Directors shall act only as a Board of Directors and an individual Director shall have no power as such. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Section 3.9 Resignations. Any Director of the Corporation may resign at any time, orally or in writing, by notifying the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. Section 3.10 Removal. Any Director, other than an ex-officio Director, may be removed for cause by an affirmative vote of at least two-thirds (2/3) of the other Directors at a special meeting called for such purpose. Failure to attend three or more consecutive Board of Directors meetings may be considered cause for removal. Section 3.11 Compensation. Directors shall not be entitled to receive compensation for their duties as Directors, but expenses for attending Board of Directors meetings, other than the Annual Board of Directors Meeting, may be reimbursed by resolution of the Board of Directors to the extent funds are available. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Section 3.12 Action by Directors Without a Meeting. Any actions required by law to be taken at a meeting of the Board of Directors or which may be taken at a meeting of the Board of Directors, or of a committee by the Board of Directors may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed before or after such actions by all of the Directors or all of the members of the committee as the case may be. Such consent shall have the same force and effect as a unanimous vote. Section 3.13 Meetings by Conference Telephone. To the extent authorized by law, meetings by the Board of Directors or any committee by conference telephone or similar communications equipment shall be permitted, provided that all other Directors participating in such a meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at any such meeting. Section 4.1 Officers. The officers of the Corporation shall consist of a President, President-Elect, Immediate Past-President, Secretary, Treasurer, and such other officers as the Board of Directors may from time to time determine to appoint. Section 4.2 President. The President shall be the chief executive officer of the Corporation and shall have general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of the Executive Committee. The President shall preside at all Board of Directors meetings, and in general shall perform all duties incident to such office and such other duties as may from time to time be assigned to him/her by the Board of Directors or the Executive Committee. The President shall be chairperson of the Executive Committee and shall be an ex-officio member of all committees except the Nominating Committee. Section 4.3 President-Elect. The President-Elect shall preside at meetings of the Board of Directors and the Executive Committee in the absence of the President and shall perform such other duties as from time to time may be assigned by the President, the Board of Directors, or the Executive Committee, and shall have such other powers and authority as are elsewhere in these Bylaws conferred upon the President-Elect. Section 4.4 Immediate Past-President. The Immediate Past-President shall preside at meetings of the Board of Directors and the Executive Committee in the absence of the President and the President-Elect and shall perform such duties as from time to time may be assigned by the President, the Board of Directors, or the Executive Committee, and shall have such other powers and authority as are elsewhere conferred upon the Immediate Past-President in these Bylaws. Section 4.5 Treasurer. Except as may otherwise be specifically provided by the Board of Directors or the Executive Committee, the Treasurer shall have custody of, and be responsible for, all monies, funds, and securities of the Corporation, and shall have and exercise under the supervision of the Board of Directors all the powers and duties commonly incident to the office of Treasurer. The Treasurer shall deposit all funds of the Corporation in such bank or banks as the Board of Directors may designate. The Treasurer shall keep accurate books of account of the Corporation's transactions, which shall be the property of the Corporation, and shall be subject at all times to the inspection and control of the Board of Directors. The Treasurer shall provide an annual financial report and projected budget to the Board of Directors, which report shall be presented at the Annual Business Meeting. The Treasurer shall perform such other duties as from time to time may be assigned to him or her by the President, the Board of Directors, or the Executive Committee, and have such other powers and authority as are elsewhere conferred upon the Treasurer in these Bylaws. Section 4.6 Secretary. The Secretary shall act as the Secretary of all meetings of the Board of Directors; shall have custody and maintain the records of the Corporation; certify action of the Board of Directors when necessary; have charge of the seal; give notice of meetings to the Board of Directors and members, as directed by these Bylaws or the President; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President, the Board of Directors, or the Executive Committee; and shall have such other powers and authority as are elsewhere conferred upon the Secretary in these Bylaws. Section 4.7 Terms of Office. The President shall serve a term
of two years and may serve for a maximum of three (3) nonconsecutive
terms. The President-Elect shall serve for a term of two years and
assume the office of President in the term following his or her
election. The Secretary and the Treasurer each shall serve for a
term of two years and may serve for a maximum of two (2) consecutive
terms. A candidate for the office of President-Elect must be a present
Director. No other officer need be a present or former Director.
Should a President-Elect decide not to become President, the Nominating
Committee for that year shall select candidates for both the office
of President and President-Elect. Section 4.10 Removal. Any officer may be removed with or without cause by resolution adopted at any regular or special meeting of the Board of Directors by a majority of the Directors then in office. Section 4.11 Resignation. Any officer may resign at any time by giving oral or written notice to the Board of Directors, the President, or the Secretary of the Corporation. Any such resignation shall take effect at the time of receipt of such notice or any later date therein specified. Unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. Section 4.12 Compensation. Officers shall not receive compensation for their services, but expenses for attending meetings other than Annual Meetings of the Board of Directors and Active members, may be reimbursed by the Corporation to the extent funds are available. Nothing herein contained shall be construed to preclude any officer from serving the Corporation in any other capacity and receiving compensation therefor. ARTICLE V - COMMITTEES - TOP Section 5.1 Appointments. Three months prior to the Annual Membership Meeting, the President-Elect shall solicit nominees for appointments as committee members and chairs for the coming year. The President-Elect shall not be limited to such nominees in making appointments except as otherwise provided in these Bylaws. The President-Elect shall appoint the chairs and the membership of all committees of the Board of Directors. A member appointed a committee chair must be a present member of a committee. The President-Elect may appoint adjunct members to a committee. Unless otherwise specified in these Bylaws, the President shall appoint members of committees to fill unexpected vacancies as they occur. Each committee and subcommittee may select from among its members a vice chair. If necessary or desirable, the President may appoint additional committee members to all committees except the Executive Committee. After a lapse of one 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. Members qualified for service on committees shall not serve on more than two committees at any one time with the exception of service on the Executive Committee, Nominating Committee or an ad hoc committee created by resolution of the Board of Directors. The committee chair shall serve for one (1) year, but may be eligible for reappointment to succeeding one (1) year terms unless otherwise specified in these Bylaws. Section 5.3 Meeting Records. Each committee shall keep complete records of all deliberations, recommendations and actions to be submitted to the Board of Directors at the next regular Board of Directors meeting. Section 5.4 Annual Report. Annual reports required by these Bylaws shall be deposited with the Secretary at such time as the Board of Directors may direct, but no less than thirty days prior to the Annual Membership Meeting. Such reports shall be submitted to the Board of Directors. The annual report of the President shall be presented at the Annual Membership Meeting and printed in the issue of the newsletter that is published following the annual meeting. Section 5.5 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 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. Advisors shall not vote on committee decisions. Section 5.6 Executive Committee. The Executive Committee shall
be composed of the President, President-Elect, Immediate Past-President,
Secretary and Treasurer. The Executive Committee shall have and
exercise the authority of the Board of Directors in the management
of the business and affairs of the Corporation, subject to the restrictions
hereinafter set out and further subject to such limitations upon
its authority as the Board of Directors may, from time to time,
impose. In no event shall the Executive Committee, or any of its
subcommittees, have authority to approve an amendment to the Articles
of Incorporation; a plan of merger or consolidation; a sale, lease,
exchange, mortgage, pledge or other disposition of all or substantially
all of the property and assets of the Corporation; the voluntary
dissolution of the Corporation; or revocations of voluntary dissolution
of the Corporation, or revocations of Corporation; or revocations
of voluntary dissolution of the Corporation, or revocation of voluntary
dissolution proceedings. The Executive committee may establish various
subcommittees and appoint Active members of the Corporation to serve
thereon. The authority of the subcommittees shall be based upon
express grants of authority by the Executive Committee and such
subcommittees shall report directly to the Executive Committee. 2. Participate in regional and national forums and in planning of such meetings (for example, the SCCM or meetings involving hospital administrators) to enhance the global understanding of the value to Anesthesia-based Intensivists. 3. Encourage the production and dissemination of outcomes data via private and governmental-funded research. 4. Lobby Anesthesia leadership to increase the experience in Intensive Care Medicine afforded residents. 5. Partner with other interested parties to assure that reimbursement is appropriate. 6. Help create an effective community of Anesthesia-based Intensivists. 7. Review the financial structure of the ASCCA to assure that our member are receiving appropriately valued services.
Section 5.7.1 Charges to the Committee on Communications. 2. Produce and oversee the publication of the Newsletter via the Subcommittee on Newsletter. 3. Upgrade and maintain the Web site via a Subcommittee on Web Site. Section 5.8 Committee on Membership. The President-Elect shall appoint a Committee on Membership to process the applications of persons interested in membership. The Committee shall make every effort to increase the numerical strength of the Society. Section 5.8.1 Charges to the Committee on Membership. Section 5.9 Committee on Education. The President-Elect shall appoint a Committee on Education to organize the Society’s Annual Educational Meeting, refresher courses, the Society’s activities at the American Society of Anesthesiologists Annual Meeting, and other educational activities as determined by the Board of Directors. Section 5.9.1 Charges to the Committee on Education. Section 5.9.2. Subcommittee on Annual Meeting. Section 5.9.2a Charges to the Subcommittee on Annual Meeting. 2. Approve the curriculum for annual meeting. 3. Select Young Investigator Award winner. 4. Suggest candidates for Lifetime achievement Award to the Board of Directors as a whole. 5. Examine the concept that aspects of our annual meeting should be incorporated into the ASA annual meeting. 6. Decide if an additional meeting is of value, and when this should occur (for example, a review course). 7. Liaison, via a subcommittee, with the American Board of Anesthesiologists and Residency Review Committee regarding requirements for fellowships and residency. This should be especially focused on the new Core Competencies. Section 5.9.3 Subcommittee on Training/Fellowships. The Subcommittee membership shall include one current Fellow and one current Resident. Section 5.9.3.a Charge to the Subcommittee on Training/Fellowships. 2. Devise, via a subcommittee, a strategy to attract medical students to the specialty, focusing on the opportunities in CCM for Anesthesiologists. This should involve development of a curriculum and a plan for dissemination. 3. Consider and plan, via a subcommittee, our role in the annual
ASA meeting. The ASA is considering reengineering in a way that
may afford the subspecialty societies a greater role in the ASA
Annual meeting agenda. We may need to redefine our educational focus
and consider how changes in the ASA meeting will affect our annual
meeting. The charge is includes finding out what the ASA is planning,
providing input to the Board regarding how we can and should influence
these plans and providing recommendations for specific programs
within the ASA meeting Section 5.10 Committee on Advocacy. The Committee on Advocacy
shall consist of the Chairs of the Subcommittee on Regulatory Affairs,
Subcommittee on Consumer Outreach and Subcommittee on Practice Outreach
and other members as appointed by the President-Elect. Section 5.10.1.a Charge to the Subcommittee on Consumer Outreach. 2. Identify organizations (AARP, unions), news outlets, third party payors, and purchasers to target. 3. Identify individuals to approach these organizations and a uniform
message to pass along. Section 5.10.2.a Charge to the Subcommittee on Regulatory Affairs. 2. Participate in presenting our goals and furthering our objectives
in these forums. Section 5.10.3a Charge to Subcommittee on Practice Outreach. 2. Identify appropriate forums in which to disseminate this information. 3. Prepare a series of presentations for practices groups, hospital administrators and local societies. 4. Consider strategies for marketing our educational services. Section 5.11 Committee on Liaison. The Committee on Liaison shall consist of the chairs of the Subcommittee on Organizations/Joint Meetings, Subcommittee on International Liaison and the Subcommittee on Corporate Liaison. The Committee on Liaison shall provide oversight to the subcommittees under is purview. Section 5.11.1 Subcommittee on Organizations/Joint Meetings. Section 5.11.1.a Charge to the Subcommittee on Organizations/Joint
Meetings. 2. Define the nature of that dialog. 3. Consider possibilities for joint meetings. 4. Work with the Membership Committee to define groups of individuals to target for membership and a strategy for recruitment. 5. Establish and maintain a roster of speakers and specific topics
for use by meeting chairs, especially for international programs Section 5.11.2a Charge to the Subcommittee on International Liaison Section 5.12.3 Subcommittee on Corporate Liaison (Development) Section 5.12.3a Charge to the Subcommittee on Corporate Liaison
(Development) Section 5.13 Committee on Bylaws. The Committee on Bylaws shall review the Bylaws and recommend amendments when necessary or desirable. Section 5.14 Committee on Research. The Committee on Research shall show cause to promote research in Critical Care Medicine, The Committee shall work with industry and research foundations to promote the cause of the Society. Section 5.14 Other Committees. The Board of Directors may by resolution from time to time establish such other committees as it may deem appropriate, define their powers and appoint committee members. Section 5.15 Membership and Chair. Except as otherwise provided in these Bylaws, Active members, Affiliate members, Educational members and Retired members shall qualify for membership on committees and the President-Elect shall appoint one member of each committee to serve as chair. Section 5.16 Vacancies. The Board of Directors shall fill vacancies in the membership of any committee. Section 5.19 Quorum and Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating a committee or in these Bylaws, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present, shall be the act of the committee. ARTICLE VI – CONFLICT OF INTEREST - TOP Section 6.1 Professional Responsibilities. The professional responsibilities of ASCCA officers, directors, committee chairs, committee members and individuals appointed to other positions within or outside the organization shall be to advance the mission of the Society without cause for any personal gain or influence. Section 6.2 Disclosure Statement. All ASCCA officers, directors, committee chairs, committee members and individuals appointed to other positions within or outside the organization shall file with the Secretary of the Society a disclosure statement of any relationship with that may exist with industry. The disclosure shall include, but not be limited to, whether or not the individual is employed, either full-time or part-time, by industry, and identify any compensation received from industry including salaries, grants, honoraria and travel payments. The statement shall contain a clause that the individual agrees that their position within the Society shall not be used for personal gain or influence. The disclosure statements are to be maintained on file at the Society’s office and shall be updated annually. Section 6.3 Acknowledgement of Disclosure. Members nominated for an officer or director position shall present a disclosure statement for publication in The Interchange, posting on the Society’s Web site and dissemination to the membership in electronic communications. Section 6.4 Conflict of Interest Avoidance. Any member of the Board of Directors shall bring forth any possible conflict of interest, either real or perceived, that may arise from the participation or representation of an elected or appointed official within the Society or to another organization such as the American Society of Anesthesiologists. Such possible conflict of interest shall be addressed by the Board of Directors so that the possible conflict can be cured. Section 6.5 Cause for Dismissal. Any officer, director, committee chair, committee member or individuals appointed to other positions within or outside the organization who shall be found to be using the position within the Society for personal gain shall be discharged from such position with cause in accordance with procedures set forth in these bylaws. Section 6.6 Presentations at Educational Programs. The goal of the American Society of Critical Care Anesthesiologists is to oversee its educational programs for potential conflicts of interest according to the rules of the Accreditation Council for Continuing Medical Education. This includes the granting of continuing medical education credits require all submissions for presentation at the ASCCA meetings include a completed disclosure form. The Educational Program book will include a statement that all authors/participants/presenters declare that they and their immediate families have no financial or other relationship with a commercial firm or for-profit entity relating to the topic of the presentation. If there is such a relationship, it will be noted in the Educational Program book and disclosed to the audience at the beginning of any oral presentation.
Section 7.1 Execution of Contracts. The Board of Directors may authorize any officer or officers, agent or agents, in addition to the officers so authorized by these Bylaws, to enter into any contract in the name of and on behalf of the Corporation and any such authority may be general or confined to specific instances. Whenever the Board of Directors in authorizing or directing the execution of any contract, shall fail to specify the officer or officers or their agents who are to execute the same, such contract shall be executed on behalf of the Corporation by the President, President-Elect or Immediate Past-President. Section 7.2 Checks, Drafts and Evidence of Indebtedness. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of 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 of the Corporation. Section 7.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select, and shall be invested and reinvested upon the direction of the Board of Directors. Section 7.4 Gifts. Any gift, donation, bequest or devise to the Corporation shall be deemed to have been accepted only when acted upon affirmatively by the Board of Directors. Section 7.5 Budget. The Corporation shall maintain a balanced budget of revenue and expense each year. Any expenditure beyond expected revenue must be approved by a two-thirds (2/3) vote of the Board of Directors. Section 7.6 Executive Director. The Corporation may employ an executive director to manage the business on a daily basis. Such an executive director may be paid a competitive wage. Section 7.7 Grants. The Corporation may distribute financial grants to foster advances in the care of the critically ill. Such grants may include financial support of education or research, provided that all such grants shall be made in accordance with the Articles of Incorporation and these Bylaws. ARTICLE VIII - MISCELLANEOUS - TOP Section 8.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year. Section 8.2 Seal. The seal of the Corporation shall be circular in form and shall bear the name of the Corporation, the words "Corporate Seal-Illinois," and the date of its incorporation. The seal shall be in the custody of the Secretary of the Corporation. Section 8.3 Indemnification. The Corporation shall indemnify its officers, directors, employees and agents to the extent permitted by Illinois law. Section 8.4 Representatives to Other Organizations. The Board of Directors may appoint representatives to other organizations, bodies or groups that may invite the Corporation to be represented or to such organizations, bodies or groups as in its discretion it deems appropriate. Section 8.5 Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees, and shall keep at its registered or principal office a record giving the names and addresses of all members. All books and records of this Corporation may be inspected by any Active member, or his/her agent or attorney, for any proper purpose at any reasonable time. Section 8.6 Certificate of Membership. The Board of Directors may provide certificates of membership to members in good standing. ARTICLE IX - AMENDMENTS TO BYLAWS - TOP The Board of Directors may amend these Bylaws at any annual or
special meeting of the Board of Directors by resolution passed by
two-thirds (2/3) of the votes cast, provided thirty (30) day’s
notice of the substance of the amendment shall have been sent to
all Directors by registered or certified mail, unless such timely
notice is waived by every Director in writing. Active members may
at any time submit a written recommendation for a Bylaws amendment
to the Board of Directors for its consideration.
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