Constitution & Bylaws

Constitution

Article I: Name

The name of this society shall be the Midwest Surgical Association

Article II: Objective

The objective of this Association shall be to exemplify and promote the highest standards of surgical practice, especially among the young surgeons of the Midwest.

Article III: Membership

The membership of this Association shall consist of Active, Retired, and Honorary Members.

Article IV: Officers

Section 1: Officers
The officers of the Association shall consist of a President, a President-Elect, a Secretary, a Treasurer, Governor(s) to the American College of Surgeons, and a Recorder. There shall also be a Council, a Program Committee, a Membership Committee, an Editorial Committee, a Local Arrangements Committee and a Nominating Committee. Articles IV and VI of the Bylaws of the Midwest Surgical Association describe the composition and duties of the Association’s Officers, Council, and Committees.

Section 2: Nominations
All officers, including the members of the Council, and the American College of Surgeons Genral Surgery Advisory Council member, shall be nominated by the Nominating Committee.

Section 3: Elections
The election of officers shall take place at the executive session of the annual meeting. A majority of the votes cast shall constitute an election.

Section 4: Vacancies
Any vacancy occurring during the year among the officers of the Association shall be filled by the Council.

Article V: Annual Meeting

The Council shall determine the time and place of the annual meeting.

ByLaws

Article I. Name

This organization shall be called the Midwest Surgical Association.

Article II. Objective

The objective of this Association shall be to exemplify and promote the highest standards of surgical practice, especially among young surgeons in the Midwest.

Article III. Membership

Section 1: General
The membership of this Association shall consist of Active, Retired, Associate and Honorary Members. The number of members in each category shall not be limited.

Section 2: Active Members
Active members shall consist of surgeons who have established reputations as practitioners, authors, teachers, or original investigators. They shall be liable for all dues and assessments.

Section 3: Retired Members
Members who have documented retirement from the clinical practice of medicine will be eligible for this status. Retired members will not pay dues. They will retain the privilege of the floor but will not be able to vote or hold office. They will not receive a complimentary subscription to the official journal of the Midwest Surgical Association.

Section 4: Honorary Members
Individuals presenting the annual William H. Harridge Lecture shall automatically become honorary members. The Council may propose other individuals of unusual eminence in the profession as honorary members for election in the same manner as active members. Honorary members shall not be required to pay dues or fees or to fulfill attendance requirements, nor shall they be privileged to vote or hold office.

Section 5: Mode of Application to Active Membership
Required qualifications shall include:

  1. Graduation from an accredited medical school or foreign equivalent as determined by the Council.
  2. Diplomate of the appropriate American Board or foreign equivalent as determined by the Council.
  3. A valid and current state license to practice medicine.

The applicant shall completely fill out and submit to the Secretary the appropriate application form including signing a pledge stating:

“Upon being accepted into the Midwest Surgical Association, I hereby declare that my practice of medicine conforms to the highest ethical practices. I will strive to help other surgeons of like mind to control all unethical practices. I will always work for the elevation and improvement of the standards of surgical practice.”

The Secretary shall request of two sponsors an informative letter concerning the candidate’s qualifications. Completed applications must be received by the Secretary prior to the annual Summer Council Meeting. All completed applications shall be reviewed by the Membership Committee and their recommendations forwarded to the Council. Unanimous approval of those voting at a duly constituted Council meeting is required for recommendation to the membership at its annual meeting. Favorable vote by three-quarters of members voting at a duly constituted executive session of an annual meeting shall constitute election to the Association. Final qualifications for active membership shall be met upon receipt of the initiation fee and any other required dues and assessments. This final requirement must be fulfilled within six (6) months of appropriate notification.

Section 6: Reapplication to Membership
Candidates who have not been recommended for active membership after three successive years’ consideration by the Council shall be dropped automatically. Such action shall not prevent a subsequent application for membership after an interval of two years.

Section 7: Associate Membership
Trainees in the last two years of surgical residency or in a surgical fellowship as well as new graduates currently in the first two years of surgical practice (prior to American Board of Surgery or equivalent certification) are eligible to join the Midwest Surgical Association as Associate Members. Associate Members are not required to pay annual dues. They are not eligible to serve on Midwest Surgical Association committees and may not attend or vote at the annual business meeting. They are not entitled to receive a complimentary subscription to the official journal of the Midwest Surgical Association. Associate members who have completed surgical residency are allowed to submit abstracts without the need for sponsorship by a Midwest Surgical Association member but are not eligible to act as sponsors for membership or abstract submission. Associate members are eligible to become active members once they have met the requirements outlined in the bylaws.

Article IV: Officers and Council

Section 1: Officers
The officers shall be President, President-Elect, last three (3) Past Presidents, Secretary, Treasurer, Governor(s) to the American College of Surgeons, and Recorder.

Section 2: President
The President shall preside at all meetings of the Association and its Council, preserve order, regulate debates, sign certificates of membership, appoint committees not otherwise provided for, announce results of elections, and perform all other duties legitimately pertaining to the President’s office. The President shall be an ex-officio voting member of all but the Nominating Committee. The President or the President’s substitute shall vote only in the event of a tie. The term of office shall be one year.

Section 3: President-Elect
The President-Elect shall, in the absence of the President, assume all of the powers, duties, responsibilities, and privileges of the President. The term of office shall be one year.

Section 4: Past Presidents
The last three (3) Past Presidents shall serve as advisors and consultants to the officers and Council. The most recent shall assume the duties of President in the absence of the President and President-Elect. The term of office shall be three (3) years.

Section 5: Secretary
The Secretary shall keep the minutes of the Association and issue at least six (6) weeks prior to the annual meeting an announcement, including the time and place of meeting and business to be transacted. At the annual meeting, the Secretary shall issue the agenda for the executive session, and at the same time the Secretary shall issue a list of candidates for membership which were approved by the Council. The Secretary shall attest all official acts requiring certification in connection with or independent of the President, notify officers and members of their election, keep in the Secretary’s custody the Seal of the Association and affix it to all documents and papers that the Association may direct and take charge of all papers not otherwise provided for. The Secretary shall be responsible for the publication of the Directory. The Secretary shall serve as secretary and keep minutes of the meetings of the Council. The term of office shall be three (3) years.

Section 6: Treasurer
It shall be the duty of the Treasurer to receive, retain, and disburse all monies and funds belonging to the Association. The Treasurer shall pay all bills when properly ordered by the Association, collect all dues and assessments as promptly as possible and report to the Association at each annual meeting the names of all members who are in arrears. The Treasurer shall annually present all necessary books for audit. Due to unavailability of the Treasurer, checks may be written by the President, but must be countersigned by the Secretary. The term of office shall be three (3) years.

Section 7: Governor(s) to the American College of Surgeons
The Governor(s) to the American College of Surgeons shall be appointed by the Council. The Governor(s) to the American College of Surgeons shall present to the College issues of concern of the Membership. The Governor(s) shall speak and vote at Governors’ meetings as he/she (they) feel would be the sentiment of the Membership or as directed by the Council. The Governor(s) shall present a report at the annual executive meeting of the membership. The Council shall present to the American College of Surgeons three members’ names for each Governor’s position allocated. The term of office shall be three (3) years and the Governor(s) may serve only two (2) consecutive terms.

Section 8: Recorder
The Recorder shall act as historian, retaining copies of all official actions of the Council and Membership and any available photographs. The Recorder shall also serve as the Chairperson of the Editorial Committee with the responsibility of receiving and retaining all papers and reports of discussion regarding any papers presented to the Association. The Recorder will also serve as the liaison between the Association and any publisher contracted by the Association for the purpose of publishing peer-reviewed material. The term of office shall be three (3) years.

Section 9: Councilors
Nine (9) Councilors shall be elected at large. Their terms of office shall be three (3) years so staggered that three (3) are elected at each annual meeting. A Councilor may not succeed himself within two (2) years.

Section 10: Vacancies
Should a vacancy occur in the office of the President, the President-Elect shall become President for the remainder of that as well as the succeeding term. Should the office of President-Elect become vacant, it shall not be filled and a President shall be elected at the next annual executive session of the Membership in the same manner as other officers. Vacancies in the offices of the immediate Past Presidents shall not be filled. Should a vacancy occur in the office of Secretary or Treasurer, the Council shall select an individual to fill the unexpired term. Unexpired terms of Councilors shall be filled at the next annual meeting.

Section 11: Council
The Council shall consist of the officers and elected Councilors. It shall be the executive body of the Association. It shall direct the conversation and investment of funds held by the Association. All candidates for membership shall be approved by the Council before submission to the Membership. It shall act as a board of censors hearing and acting upon all alleged offenses against the Bylaws or any unprofessional conduct by a member of the Association. It alone shall have the power of presenting a motion for expulsion. Stated meetings of the Council may be held upon the call of the President or at the request of four (4) members of the Council. A quorum of the Council shall consist of a majority of its members. At each meeting a report from the Council shall be made to the executive session of the Association. At a duly constituted executive session of the Membership decisions and recommendations of the Council may be revoked or a Council member removed from office by a majority vote of the members present. Members of the Council may not receive compensation for their services but may be reimbursed for expenses incurred in the performance of their duties.

Article V: Membership Meetings

Section 1: Annual Meeting
There shall be an annual meeting held for scientific and business purposes. The site and date shall be selected by the Council. Required notice of this meeting shall be given by the Secretary. At that session, the President shall preside at an executive session of the Membership. The order of business shall be as follows or as otherwise determined by the President.

  1. Call to order
  2. Reading of the minutes of the last annual meeting
  3. Report of officers (President, Secretary, Treasurer, and Recorder)
  4. Report of Council
  5. Report of auditors
  6. Report of the Program Committee
  7. Reports of other standing and special committees
  8. Unfinished business
  9. New business
  10. Election of new members
  11. Nomination and election of officers and councilors
  12. Nominations and election of two (2) members to the Nominating Committee
  13. Announcements
  14. Adjournment

The Nominating Committee shall at executive session of the Membership present candidates for offices to be filled. Additional nominations may be made from the floor by any current active or senior member. Election shall be by acclamation if only one candidate is nominated or by a plurality of secret ballots cast if there are additional nominees. Any member may invite guests to the scientific portion of a meeting. With the President’s approval, a guest may receive the privilege of the floor. All guests shall withdraw from the executive session. Appropriate registration fees for guests shall be determined by the Council.

Section 2: Special Meetings
Special meetings of the Membership may be called with at least six (6) weeks notice by the Council or by petition of at least twenty-five (25) active members. Only such items as listed in the special meeting notice may be acted upon.

Section 3: Quorum
A quorum for any executive session of the Membership shall equal the number of members present.

Article VI: Committees

Section 1: General
Standing committees shall consist of the Nominating, Membership, Program, Adjunct Local Arrangements, and Editorial Committees. Special committees may be formed by the President or Council. A quorum for all committees shall be at least one-third of the designated members.

Section 2: Nominating Committee
The Nominating Committee shall consist of five (5) members. The immediate past-President shall serve as Chairperson. The Chairperson’s term of office shall be one (1) year. Two (2) members shall be elected by the membership at each annual meeting. Their terms of office shall be two (2) years. The Nominating Committee prior to the annual executive session shall select candidates for President-Elect, Secretary, Treasurer, three (3) Councilors, two (2) members for the Nominating Committee, and Recorder when indicated for presentation to the membership. They shall also nominate members to fill any unexpired terms of elective office. The Nominating Committee shall be attentive to age and geographic distribution. It shall present its Slate of Candidates at the Winter Council meeting for review.

Section 3: Membership Committee
The Membership committee shall consist of eight (8) members, including the President and the Secretary who shall serve as ex officio members. The remaining six (6) members shall be selected by the Council to three (3) year terms, two (2) being selected each year. The President shall appoint the Chairperson each year from one of the two senior members of the committee who are in their third and final year of committee service. The Council shall be attentive to satisfactory age and geographical distribution. The committee shall encourage application for membership from surgeons of caliber and reputation who warrant membership. The committee shall review all applications for membership and report its recommendations to the Council.

Section 4: Program Committee
The Program Committee shall consist of five (5) members who shall be selected by the Council to five (5) year terms, one (1) being selected each year. The Council shall be attentive to satisfactory age and geographical distribution. Each member shall, during their 4th year, serve as Chairperson and during their 5th and final year, serve in an advisory capacity to the Committee. The Committee shall arrange scientific papers, symposia, and discussions at the Annual Meeting. It shall, through its Chairperson, suggest to the Council dates and sites for future Annual Meetings.

Section 5: Adjunct Local Arrangements Committee
The Adjunct Local Arrangements Committee shall consist of a chairperson and two (2) members appointed by the President from members residing at or near the site of the next meeting. The duties of this Committee shall be to make general arrangements for the annual meeting of the Association.

Section 6: Editorial Committee
The Editorial Committee shall consist of five (5) members designated by Council including the Recorder who will serve as Chairperson. The term of office for each of the other four (4) committee members shall be four (4) years with one (1) being nominated each year. The Committee shall collect, review, and submit annual meeting papers for publication in the Association’s official organ. The Recorder shall have the privilege of appointing ad hoc reviewers at the time of the annual meeting to assist in this process.

Article VII: Finances

Section 1: Initiation Fee
Every candidate elected to membership shall pay an initiation fee of an amount determined by the Council by which act the new member acknowledges and accepts the Bylaws of the Association. Should this fee and any other required dues and assessments not be received within six (6) months of appropriate notification, the candidate will be dropped and must reapply in the usual manner should the individual again desire membership.

Section 2: Dues
There shall be an annual assessment at the discretion of the Council. Annual dues will be payable before the annual meeting. Any member in arrears for one year shall be notified of that fact by the treasurer in writing. If the outstanding dues and assessments are not paid by the succeeding annual meeting, the member shall be so notified by the Treasurer by registered letter return receipt requested. Should these obligations not be paid in full within three (3) months, the member shall be subject to forfeiture of their membership at the discretion of the Council. Any member may request a dues abatement based upon the retirement from the practice of medicine after petition and approval by the Council.

Section 3: Auditors
The President at each annual meeting shall appoint two (2) members to audit the Treasurer’s books. They shall report their findings at the executive session of the Membership.

Section 4: Surety Bond
An appropriate surety bond shall be posted for the treasurer.

Section 5: Fiscal Year
The fiscal year shall be from January 1 through December 31.

Article VIII: Discipline, Expulsion, Licensure & Resignation of Members

Section 1: Attendance Requirements
Any active member who is absent from three (3) consecutive meetings shall be notified by the Secretary, and the matter referred to the Council for review and recommendation to the Association. Such member failing to attend the next annual meeting, or failing to present a written explanation satisfactory to the Council, shall be subject to forfeiture of their membership at the discretion of the Council.

Section 2: Expulsion
Any member may be expelled for unprofessional or unethical conduct, or for failing to maintain a current and valid state medical license, by unanimous vote of the Council, pending confirmation by the Association at its next executive session. Charges must be preferred in writing and signed by two (2) members before consideration by the Council. In case the vote of the council is not unanimous, the charges may be dropped by mutual consent of the members of the Council, or presented by the Council to the Association in executive session. A three-quarters (3/4) vote of the members present and voting at the executive sessions shall be required for expulsion.

Section 3: Resignation
The resignation of members submitted in writing may be accepted by the Council.

Article IX: Parliamentary Authority

The current edition of Sturgis Standard Code of Parliamentary Procedure governs this organization in all parliamentary situations that are not provided for in these Bylaws or any adopted rules.

Article X: Amendments to Bylaws

No part of these Bylaws shall be amended, altered, or repealed except at a regular meeting. Suggested amendments may be initiated by written petition of at least 5% of the active and senior members or by action of the Council. The proposed amendment shall be circulated to the membership by mail at least 90 days prior to the executive session of the annual meeting. Adoption of the suggested amendment, alteration, or repeal shall be by vote of two-thirds (2/3) of the members present.

Article XI: Dissolution of the Corporation

In the event of the dissolution of the Corporation by its Membership, all the remaining assets shall be distributed exclusively for charitable, scientific, or educational purposes by the Council.