AVAA Bylaws
CHAPTER I
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NAME
The Association shall be known as the ASSOCIATION OF VETERAN AFFAIRS ANESTHESIOLOGISTS, INC; also known as the Association of VA Anesthesiologists (AVAA), and referred to hereafter as the Association.
CHAPTER II
2.1 PURPOSE
The purposes of this Association are:
2.1.1 To advance the science and art of anesthesiology and to stimulate interest and promote progress in the scientific, and social aspects of the specialty of anesthesiology.
2.1.2 To seek the betterment of the individual member of this Association, and to protect his/her interest within the structure of the Bylaws of this Association.
CHAPTER III
3.1 MEMBERSHIP
3.1.1 Membership in this Association is a privilege and not a right and is contingent upon compliance with the requirements specified in these Bylaws. Membership shall not be denied or revoked on the basis of race, sex, creed, color, ethnic origin, national origin or sexual orientation.
3.1.2 Members of this Association shall recognize and comply with the Guidelines for the Ethical Practice of Anesthesiology of this Association and Principles of Medical Ethics of the American Medical Association. All members of this Association shall continuously meet the requirements of their particular category of membership and such other requirements as set forth in the Bylaws.
3.1.3 There shall be no change in the status of any members of this Association in good standing at the time of the adoption of these Bylaws solely by reason of their adoption, any provisions in these Bylaws notwithstanding.
3.2 APPLICATIONS FOR MEMBERSHIP
3.2.1 Forms for application for membership may be obtained from the Secretary of this Association. All applications for membership shall be submitted on a form approved by the Association and shall include a copy of the applicant’s current license to practice medicine in a State, Commonwealth or Territory of the United States of America when applicable.
3.2.2 Anesthesiologists who devote a significant portion of their time in professional activities in a Veterans Affairs Hospital or Medical Center may apply for membership. They will be recognized as such by being admissible to or within the American Board of Anesthesiology Examination system, by being Board Certified or the equivalent or by being fellows of the American College of Anesthesiology.
3.2.3 Applications for membership shall be forwarded to the Secretary of this Association.
3.2.4 The Secretary will act on all routine applications. Any applications that require additional study will be forwarded to the Committee on Membership for survey and recommendations.
3.2.5. Provided, however, that applications for reinstatement of members dropped or expelled under the provisions of these Bylaws shall be forwarded to the Executive Committee of this Association for survey and recommendations to the members of this Association.
3.3 MEMBERSHIP CATEGORIES AND ENDORSEMENTS
3.3.1 Active Members
3.3.1.1 A Doctor of Medicine or Osteopathy who is licensed to practice Medicine in a State, Commonwealth or Territory of the United States of America (evidenced by an active license to practice medicine), who either has their professional activity within a Veterans Affairs Hospital or Medical Center or is on active duty in the US Armed Forces, who is engaged in the practice of anesthesiology, and who has successfully completed a training program in anesthesiology, accredited by the American College of Graduate Medical Education or equivalent organization, or the American Osteopathic Association.
3.3.1.2 The requirement for licensure to practice medicine in the location of professional activity shall be waived for physicians on active duty in the US Armed Forces.
3.3.2 Affiliate Members
3.3.2.1 A physician not in the clinical practice of anesthesiology.
3.3.2.2 A scientist, who, while not engaged in administering clinical anesthesia to humans, is nevertheless interested in anesthesiology.
3.3.2.3 Application for affiliate membership in this Association shall be endorsed by two members of this Association who are personally acquainted with the applicant.
3.3.3 Retired
3.3.3.1 A Doctor of Medicine or Doctor of Osteopathy or Bachelor of Medicine who has been a continuous active member of this Association for ten (10) years or more and who has retired completely from professional activity; provided, however that the Executive Committee may at its discretion modify the time upon resumption of professional activity.
3.3.3.2 Application for retired membership in this Association shall be endorsed by the Secretary of the Association.
3.3.4 Resident Members
3.3.4.1 A resident member shall be a physician in full-time training in anesthesiology in State, Commonwealth or Territory of the United States of America, in a program accredited by the Accreditation Council for Graduate Medical Education. The eligibility for resident membership ceases with the completion or discontinuance of such training.
3.3.4.2 Application for resident membership in this Association shall be endorsed by a member of this Association who is the program director of the training program of the applicant.
3.3.5 Medical Student Members
3.3.5.1 A medical student member shall be an individual in full-time training in a United States medical school. The eligibility for medical student membership ceases with the completion or discontinuance of such training.
3.3.5.2 Application for medical student membership in this Association shall be endorsed by the chair of the department of anesthesiology certifying their eligibility.
3.3.6 Honorary Members
3.3.6.1 A physician or other scientist who has attained exceptional eminence in anesthesiology or related fields or who has made significant contributions to anesthesiology.
3.3.6.2 Nomination for honorary membership shall be in writing and forwarded to the Membership Committee. Such nominations shall specifically set forth the qualifications of the candidate and be supported by three active members of this Association who are personally acquainted with him.
3.3.6.3 Upon approval, the Committee on Membership shall submit the nomination, with its recommendation, to the members of the Executive Committee. A two-thirds (2/3) vote of the members present is necessary for election to honorary membership.
3.4 APPROVAL
3.4.1 Applications that have been reviewed and recommended by the Secretary, shall be conditionally approved by the Committee on Membership.
3.4.2 If any member objects to an applicant, the objection shall be submitted in writing to the Secretary who shall forward it to the Executive Committee for review, ruling and final decision.
3.5 REAPPLICATION
A reapplication for membership may not be filed until one year has elapsed from the date of disapproval of a prior application.
3.6 MAINTENANCE OF OTHER MEMBERSHIPS
3.6.1 Members of this Association are not required to maintain membership in The American Society of Anesthesiologists, Inc.
3.7 RIGHTS AND PRIVILEGES
Members of this Association in good standing possess rights and privileges as follows:
3.7.1 Full Privileges
Active members, and honorary and retired members who have previously been active members, shall be entitled to all rights and privileges at this Association.
3.7.2 Limited Privileges
Affiliate members, resident members, medical student members, and honorary and retired members who have not previously been active members, are entitled to participate in the functions and activities of this Association, including membership on Standing and Special Committees, but are not eligible for election to office and have no right to vote except at meetings of committees on which they serve.
3.8 APPEAL
A VA anesthesiologist whose application for membership in this Association is disapproved, may appeal to this Association as described below.
3.8.1 Notice
The member shall forward his/her written notice of appeal to the Secretary of this Association, who will refer the matter to the Judicial Committee of this Association.
3.8.2 Investigation
3.8.2.1 The Judicial Committee shall request the Committee on Membership to furnish a written statement detailing the reason for its ruling;
3.8.2.2 The Judicial Committee shall request the member to furnish a written statement detailing his/her grounds for appeal, together with such documentary material as he deems necessary or proper.
3.8.3 Hearing
3.8.3.1 The Judicial Committee shall afford the member the opportunity to be heard in his/her own behalf.
3.8.3.2 Both the member and the Committee on Membership of this Association are entitled to legal counsel.
3.8.5 Report
The Judicial Committee shall make a written report to the Executive Committee of this Association stating its findings of fact and its specific recommendations.
3.8.6 Action
The Executive Committee of this Association shall review the findings and recommendations of the Judicial Committee, and make its ruling. The decision of the Executive Committee is final.
3.9 DISCIPLINARY PROCEDURES
A member of this Association may be censured, suspended or expelled for good cause.
3.9.1 Causes
3.9.1.1 Expulsion from a VA or Armed Forces position.
3.9.1.2 Revocation or suspension of license to practice medicine by The Board of Registration in Medicine.
3.9.1.3 Failure to abide by the provisions of these Bylaws.
3.9.1.4 Violation of the standards of professional conduct approved by this
Association.
3.9.1.5 Expulsion from membership in The American Society of Anesthesiologists, Inc or component society.
3.9.2 Determination of Need for Hearing
The Committee on Membership of this Association shall investigate any signed cause or claim, which comes to its attention and determine whether the matter shall be referred to the Judicial Committee of this Association for hearing.
3.9.3 Notice
3.9.3.1 If the Committee on Membership determines that the matter should be heard by the Judicial Committee, it shall prepare a notice which:
3.9.3.1.1 Sets forth the matter in question with sufficient detail so that the member will be cognizant of the questions to be inquired into;
3.9.3.1.2 Informs the member that he/she will have an opportunity to be heard in his own behalf before the Judicial Committee; and
3.9.3.1.3 Informs the member that he/she will be informed of the date, time and location of the hearing.
3.9.3.2 The Judicial Committee shall, by registered mail at least thirty (30) days prior to said hearing, notify the member involved, as well as all parties concerned in the complaint, of the date, time and location of the hearing. A copy of said notice shall be forwarded to the Committee on Membership; and
3.9.3.3 The Committee on Membership thereafter shall forward such additional reports to the Judicial Committee as it deems appropriate, and shall at the same time mail copies thereof to the member involved.
3.9.4 Investigation by Judicial Committee
The Judicial Committee may make such other investigations as it deems proper, and shall thereafter give the member involved notice of the date, time and location of hearing before it.
3.9.5 Report
3.9.5.1 The Judicial Committee shall make a written report to the Executive Committee of this Association stating:
3.9.5.1.1 The matters set forth in the notice prepared by the Committee on Membership;
3.9.5.1.2 The findings of fact of the Judicial Committee thereon; and
3.9.5.1.3 The specific recommendations of the Judicial Committee.
3.9.5.2 The findings of fact by the Judicial Committee are
conclusive.
3.9.6 Action
3.9.6.1 At the next meeting of the Executive Committee following receipt of such report, the Executive Committee shall consider and act upon the same.
3.9.6.2 The Executive Committee shall, by resolution, determine whether or not the member should be disciplined and the nature of the disciplinary action, if any.
3.9.6.3 The decision of the Executive Committee in any matter involving censure or suspension of a member of this Association is final.
3.9.6.4 The recommendations of the Executive Committee involving expulsion of a member of this Association shall be presented to a meeting of the members of this Association for action. A two-thirds (2/3) closed poll vote of those present and voting is required for expulsion.
3.10 EFFECT OF SUSPENSION AND EXPULSION
Suspension or expulsion of a member of this Association affects his status as follows:
3.10.1 Suspension
3.10.1.1 Suspension of a member shall be for a definite period of time and may, at the discretion of the Executive Committee be commuted at any time.
3.10.1.2 During the period of suspension, the member is not entitled to exercise any of the rights or privileges of membership in this Association.
3.10.1.3 If the suspended member is an officer, director, delegate or member of the Judicial Committee of this Association, the Executive Committee shall, declare this position vacant.
3.10.2 Expulsion
All rights and privileges of a member in this Association and its property cease upon his/her expulsion or the termination of membership pursuant to the provision of these Bylaws.
3.10.3 Appeal
3.10.3.1 Any member who is directed to suffer discipline in any degree by any final action of this Association, and who has exhausted his right of appeal in this Association, shall not have the right to appeal from such final decision to the Judicial Committee of The American Society of Anesthesiologists, Inc.
3.11 REINSTATEMENT
A member of this Association who has been dropped or expelled from membership pursuant to the provisions of these Bylaws may make application for reinstatement, provided:
3.11.1 He/she makes application therefore in the same manner as provided in these Bylaws for an original application for membership; and
3.11.2 One year has elapsed since the date the member was dropped or expelled, or since the rejection of his/her prior application for reinstatement.
3.12 ANNUAL DUES
The members of this Association shall be assessed annual dues as determined by the Executive Committee on an annual basis. Under conditions of extreme hardship (a) members(s) of the Association may have these annual dues waived in part or in full by the Membership Committee.
3.12.1 Amount of Annual Dues.
3.12.1.1 Active
The amount of the annual dues assessment shall be determined by the Executive Committee.
3.12.1.2 Affiliate and Courtesy
The amount of the annual dues assessment shall be one-half the annual assessment for active members.
3.12.1.3 Honorary and Retired
Honorary and Retired members shall not be required to pay annual assessments, but may do so voluntarily.
3.12.1.4 Resident
The amount of the annual dues assessment shall be determined by the Executive Committee.
3.12.2 Payment of Annual Dues
3.12.2.1 Each member of this Association shall pay the annual assessment of dues appropriate to his/her category of membership.
3.12.2.2 Annual dues are due and payable January 1st of each year, and are delinquent on March 31st.
3.12.3 Delinquency of Dues
A delinquent member shall immediately be notified that he/she will be dropped from membership in this Association unless payment of his/her annual dues is received by May 1st.
3.12.4 Reinstatement
3.12.4.1 A member dropped from membership for non-payment of any annual assessment of dues may be reinstated only upon making application therefore in the same manner as provided in these Bylaws for an original application for membership, and paying the assessment in arrears.
3.12.4.2 Irrespective of previous provisions requiring the lapse of one year since expulsion, application for reinstatement may be filed on the payment of the annual or special assessments outstanding.
3.12.4.3 Provided, however, that the Executive Committee may, at its discretion, modify or waive the requirements for payment of any annual or special assessments in arrears which relate to years during which the member dropped from membership received none of the benefits of membership.
3.12.4.4 Prior to reinstatement, members who have been dropped for nonpayment of dues must pay any additional fee determined by the Executive Committee.
3.12.5 Refunds
Refunds shall not be granted.
CHAPTER IV
4.1 OFFICERS
The Officers of this Association shall be the President, the President-Elect, the Vice President, the Immediate Past President, the Secretary and the Treasurer. These officers shall constitute the Steering Committee of the Executive Committee of the AVAA. The term of each office shall be for two years.
4.2 REQUIREMENTS
Candidates for office should be individuals who are dedicated to the stated purposes of the organization, and who, prior to nomination, have agreed to serve. In addition, no person shall be eligible for election as an officer of this Association unless their place of principal professional activity is in the VA.
4.3 ELECTION
Nomination of officers will be made from recommendations Association members. Election shall be by the members of this Association by ballot distributed by at the annual session by the Secretary of this Association using instant runoff voting. Nothing in these Bylaws shall preclude a member from casting a ballot for a write-in candidate.
4.4 TERMS OF OFFICE
The terms of office of the officers of this Association shall be as follows:
4.4.1 President
From the close of the annual session of this Association at which he/she is elected until the close of the second following annual session of this Association.
4.4.2 President Elect
From the close of the annual session of this Association at which he/she is elected until the close of the second next following annual session of this Association.
4.4.3 Vice President
From the close of the annual session of this Association at which he/she is elected until the close of the second following annual session of this Association.
4.4.4 Immediate Past President
From the close of the annual session at which he/she completes his/her term of office as President until the close of the second following annual session.
4.4.5 Secretary
From the close of the annual session at which he/she is elected until the close of the second following annual session.
4.4.6 Treasurer
From the close of the annual session at which he/she is elected until the close of the second following annual session.
4.5 DUTIES OF OFFICERS
4.5.1 President
The President shall:
4.5.1.1 Endeavor to administer efficiently the affairs of this Association during his/her term of office and preside all meetings.
4.5.1.2 Attempt in all ways possible to contribute to the welfare of the public through the medical specialty of anesthesiology, further the aims and activities of this Association to the fullest extent, and perform such other services as custom, necessity and parliamentary usage require.
4.5.1.3 Counsel with the officers, Regional Representatives, committee members and other individuals on matters pertaining to the improvement of this Association.
4.5.1.4 Appoint all committees, except as otherwise provided in these Bylaws.
4.5.1.5 Serve as ex-officio member on all committees of this Association.
4.5.1.6 Deliver a report to the members at the close of his/her term of office.
4.5.1.7 Perform such other duties as are provided in these Bylaws.
4.5.1.8 Serve as the official correspondent of this Association with The American Society of Anesthesiologists, Inc and members of the United States government.
4.5.2 President-Elect
The President-Elect shall:
4.5.2.1 Assist the President in the performance of his/her duties
4.5.2.2 Preside in the absence of the President at meetings of this Association where the President usually presides.
4.5.2.3 Represent the President at other meetings and functions when requested by the President to do so.
4.5.2.4 The President‑elect will succeed to the office of the President at the ensuing biennial meeting following election to President‑elect.
4.5.3 Vice President
The Vice President shall:
4.5.3.1 Assist the President and President Elect in the performance of their duties.
4.5.3.2 Preside in the absence of the President and President-Elect at meetings of this Association where the President usually presides.
4.5.3.3 Represent the President at other meetings and functions when requested by the President to do so.
4.5.4 Immediate Past President
The Immediate Past President shall:
4.5.4.1 Provide continuity between the preceding years and the current year.
4.5.4.2 Contribute his/her knowledge and experience to the officials and members of this Association.
4.5.5 Secretary
The Secretary shall:
4.5.5.1 Assist the President with correspondence of this Association with The American Society of Anesthesiologists, Inc and members of the United States government.
4.5.5.2 Maintain a current roster of all members of this Association, classified according to categories of membership.
4.5.5.3 Forward appropriate forms to applicants for membership in this Association.
4.5.5.4 Conduct investigations and make recommendations concerning applicants for membership in this Association.
4.5.5.5 Encourage qualified persons to apply for membership in this Association.
4.5.5.6 Certify all applicants who have been accepted for membership in this Association.
4.5.5.7 Supervise and handle the secretarial material of this Association, and act as the corporate secretary in so far as the execution of official documents or institution of official actions may be required.
4.5.5.8 Serve as recording secretary of this Association.
4.5.5.9 The Secretary will succeed to the office of the President-Elect at the ensuing biennial meeting following election to Secretary.
4.5.6 Treasurer
The Treasurer shall:
4.5.6.1 Act as the official custodian of all monies, securities, and valuable papers of this Association as the Executive Committee may require, and supervise their deposit in banking institutions.
4.5.6.2 Be responsible for a detailed accounting of all receipts and disbursements of the Association.
4.5.6.3 Pay all authorized obligations of this Association by vouchers signed in his/her official capacity and countersigned by the President, President Elect, or Secretary.
4.5.6.4 Submit at each annual session a proposed budget for the ensuing fiscal Year.
4.5.6.5 Submit to the Executive Committee at its meeting next following the annual session and to the membership at the next semi-annual meeting, an audited financial statement of transactions during the immediately preceding fiscal year.
4.5.6.6 Perform such duties as are provided in these Bylaws.
4.6 VACANCIES
If for any reason the incumbent in any elective or appointive office of this Association, becomes unable or unwilling to perform the functions of his/her office, or is removed from office, or moves from the jurisdiction of the body which elected him/her to office; such office shall be declared vacant and shall be filled in the following manner.
4.6.1 President
The President-Elect shall immediately assume the office.
4.6.2 President-Elect
The Vice President shall immediately assume the office.
4.6.3 Vice President
The vacancy shall remain unfilled until the close of the next annual session.
4.6.4 Secretary
The Executive Committee shall appoint a member to fill this vacancy until the next annual session.
4.6.5 Treasurer
The Executive Committee shall appoint a member to fill this vacancy until the next annual session.
4.7 EXPENSES
The representatives of this Association may receive reimbursement for expenses incurred in the performance of official duties to the extent determined by the Executive Committee and within the limits of the Annual Budget approved by this Association.
4.8 IMPEACHMENT OF OFFICERS
4.8.1 Jurisdiction
4.8.1.1 The Judicial Committee shall entertain and exercise exclusive jurisdiction over the institution of all impeachment proceedings involving the officers of this Association.
4.8.1.2 The Executive Committee shall at a special meeting hear all charges and evidence by all parties and make a final determination of the charges.
4.8.2 Charges
Charges, based upon alleged act of malfeasance or misconduct in office shall be in writing, and be brought to the Judicial Committee by at least ten (10) active members of this Association.
4.8.3 Investigation
The Chair of the Judicial Committee shall investigate any alleged act of malfeasance or misconduct in office, and the Judicial Committee shall determine whether or not it shall be submitted for hearing to the Executive Committee.
4.8.4 Notice
The Judicial Committee shall, by registered mail, at least thirty (3) days prior to the hearing by the Executive Committee notify all parties concerned or involved in the impeachment. Such notice shall include:
4.8.4.1 The particulars constituting all charges of malfeasance or misconduct;
4.8.4.2 Date, time and location of the hearing before the Executive Committee.
4.8.5 Hearing
4.8.5.1 The Executive Committee has the sole and exclusive power to hear and try all officers of this Association who have been charged with malfeasance or misconduct in office.
4.8.5.2 The President shall preside at all impeachment proceedings unless he/she is the officer against whom the proceedings are initiated, in which case the President-Elect shall preside.
4.8.5.3 The Special Meeting of the Executive Committee to hear impeachment charges shall be convened within forty-five (45) days after the Judicial Committee determines that there are reasonable grounds to sustain a charge warranting impeachment proceedings.
4.8.5.4 The hearing shall be conducted under the rules of procedure as set down by the Executive Committee.
4.8.5.5 The Chair of the Judicial Committee shall bring all charges and present evidence supporting these charges in the name of the Association.
4.8.5.6 Each party shall have the right to be represented by legal counsel at his/her own expense.
4.8.6 Decision of the Executive Committee
Voting shall be by secret ballot. Two-thirds (2/3) of those present and voting shall be required to sustain the charges.
CHAPTER V
5.1 DISTRICTS
The membership of this Association shall be divided into Regional Districts by the Executive Committee of this Association. Membership in a District shall be determined by either the location of the member’s principal professional activity or residence.
5.2 ELECTION OF DISTRICT REPRESENTATIVE
5.2.1 The Active membership of each District shall biannually elect a District Representative who will represent his/her District on the Executive Committee of this Association.
5.2.2 Nominations for District Representative shall be made from the recommendations of the Committee on Nominations and shall be elected by the members of this Association in the manner provided by section 4.3 of these Bylaws.
5.2.3 There shall be Four (4) Districts with representatives.
5.2.3.1 Northeastern District (VISN 1,2,3,4,5)
5.2.3.2 Southern District (VISN 6,7,8,9, 16, 17)
5.2.3.3 Central District (VISN 10,11,12,15,23)
5.2.3.4 Western District (VISN 18,19,20, 21, 22)
5.3 TERMS OF OFFICE OF DISTRICT REPRESENTATIVE
From the close of the annual session of this Association to the close of the second following annual session of this Association.
5.4 DUTIES
5.4.1 District Representative
The District Representative shall:
5.4.1.1 Counsel with the members of this District on matters pertaining to the District.
5.4.1.2 Represent the membership of his/her District on the Executive Committee of this Association.
5.4.1.3 Report to the members of his/her District the actions taken and recommendations made at the meetings of the Executive Committee of this Association.
5.5 VACANCIES
5.5.1 District Representative
The active membership of the District shall appoint a member to fill the vacancy until the close of the next annual session of this Association.
CHAPTER VI
6.1 EXECUTIVE COMMITTEE
6.1.1 The Executive Committee of this Association shall act in the interim between the meetings upon specific matters which would ordinarily require special meetings of the Association, except that it may not bind this Association beyond the next meeting.
6.1.2 The Executive Committee is composed of:
6.1.2.1 The President, President-Elect, Vice President, Immediate Past President, Secretary, Treasurer, the District Representatives representing the Districts of the AVAA, and Chairpersons of Standing Committees of this Association.
6.1.3 Powers and Duties
The Executive Committee functions to expedite, execute and administer the previous actions and directives of this Association.
6.1.3.1 The Executive Committee shall prepare each year a budget of anticipated income and expenditures for the succeeding fiscal year of the Association.
6.1.3.2 At the annual session, the Executive Committee shall submit the proposed budget of the Association for its approval.
6.1.3.3 The Executive Committee shall otherwise act only on matters requiring urgent decision.
6.1.3.4 The Executive Committee may act by a majority of its membership and such action shall be as and for the Committee.
6.1.3.5 The actions of the Executive Committee are subject to review and approval by the Association.
6.1.3.6 The Executive Committee shall be the final authority on the interpretation of these Bylaws.
6.1.3.7 The Executive Committee shall prepare the programs and agendas for meetings, consider and report on all matters referred by the Association at large, and conduct the affairs of the Association between annual meetings.
6.1.4 Meetings
Meetings of the Executive Committee shall be held upon call of the President.
6.1.5 Reports
The Executive Committee shall submit a detailed report of its activities at each meeting of the Association.
6.2 STEERING COMMITTEE OF THE EXECUTIVE COMMITTEE
6.2.1 Composition
The Steering Committee shall consist of the elected officers of the Association.
6.2.2 Duties
The Steering Committee shall act for the Association when issues demanding expedient action arise. These actions shall be subject to approval by the Executive Committee at its next meeting.
CHAPTER VII
COMMITTEES APPOINTED BY THE PRESIDENT
7.1 APPOINTED COMMITTEES
7.1.1 The Standing and Special Committees of the Association shall be composed of members of this Association, appointed by the President with the advice and consent of the Executive Committee, except as otherwise provided by these Bylaws. Adjunct members may be appointed to a committee by the President for a one-year term. An adjunct member’s term ends at the conclusion of the appointing President’s term of office. An adjunct member of a committee must be a member of the Association and will have a vote.
7.1.2 The Chairs of the Standing and Special Committees of the Association shall be appointed by the President with the advice and consent of the Executive Committee, except as otherwise provided by these Bylaws.
7.1.3 The terms of office of the Chair and members of Standing and Special Committees shall be for the term of office of the President appointing them, unless otherwise provided by these Bylaws.
7.1.4 With the exception of the Judicial Committee, each committee shall meet at least annually and prepare a detailed account of its activities and its recommendations and file it with the Secretary of this Association not later than thirty (30) days prior to the annual session.
7.2 STANDING COMMITTEES
7.2.1 Committee on Bylaws and Rules
7.2.1.1 Composition
The Committee shall consist of three (3) members, at least one of whom was a member of the Committee during the previous year.
7.2.1.2 Terms
Appointments shall be for a two year term with at least one member being reappointed.
7.2.1.3 Duties
To recommend amendments to the Bylaws to ensure consistency with the actions of the policy-making bodies of this Association; and to prepare amendments which it considers advisable to facilitate the work and best interest of this Association.
7.2.4 Committee on Governmental Affairs
7.2.4.1 Composition
The Committee shall consist of four members, chosen to reflect the geographic distribution of the active membership within the Association.
7.2.4.2 Terms
Appointments shall be for two years.
7.2.4.3 Duties
7.2.4.3.1 To obtain, evaluate and review as far as possible all matters of substance pertaining to proposed Federal and State laws, regulations and administrative actions that may affect the specialty of anesthesiology.
7.2.4.3.2 To actively participate in educating the membership and Federal and State officials about the positions of the Association regarding proposed Federal and State laws, regulations and administrative actions that may affect the specialty of anesthesiology.
7.2.4.3.3 To represent the Association, from time to time, under the direction of the Executive Committee, in aiding the membership to secure and enforce legislation and rulings in the interests of the specialty of anesthesiology.
7.2.5 Judicial Committee
7.2.5.1 Composition
The Committee shall consist of three members all of whom have been voting members of this Association in good standing for at least two (2) years prior to their confirmation.
7.2.5.2 Terms
The term of office of each member commences at the close of the annual session following his/her confirmation and concludes at the close of the fourth following annual session of this Association.
Provided, however, that the term of a member selected to fill an unexpired
term shall terminate at the normal termination of that term.
7.2.5.3 Duties
7.2.5.3.1 The committee shall hear and consider, and at its discretion attempt to adjudicate all questions of ethics, discipline, professional relationships, and the rights and standing of members of this Association.
7.2.5.3.2 The committee shall conduct investigations and hold appropriate hearings as provided in these Bylaws.
7.2.5.3.3 In matters involving alleged violations of standards of professional conduct, the decision of the Judicial Committee that no violation occurred shall be final.
7.2.5.3.4 Neither the Executive Committee nor the Association shall take any action upon any matter within the jurisdiction of the Judicial Committee until the recommendations of the committee have been received; and thereafter the action taken thereon by the body having ultimate authority is final and conclusive as to all parties concerned.
7.2.6 Committee on Membership
7.2.6.1 Composition
The President and Secretary of the Association shall constitute the Committee on Membership.
7.2.6.2 Duties
7.2.6.2.1 To conduct investigations and make recommendations concerning applicants for membership in this Association.
7.2.6.2.2 To conduct investigations and make decisions as to questions of membership involving members of this Association; and
7.2.6.2.3 To encourage qualified persons to apply for membership in this Association.
7.2.6.2.4 To approve or disapprove applications for a waiver of annual dues as described under paragraph 3.12 of these Bylaws.
7.2.7 Committee on Nominations
7.2.7.1 Composition
7.2.7.1.1 The Committee shall consist of three members which shall be the immediate past three presidents of the Association.
7.2.7.1.2 The Chair shall be the most senior of the three immediate past presidents.
7.2.7.2 Terms
Appointments shall be for a six year term, one member appointed every year.
7.2.7.3 Duties
To prepare a list of nominees for each office which is to be vacant in this Association, to prepare ballots from this list and to have these ballots mailed to each member of the Association in advance of the annual session of this Association according to paragraph 4.3 of these bylaws.
7.3 SPECIAL COMMITTEES
The Special Committees of this Association are those appointed by the President for specific purposes during his/her term in office; provided, however, they shall not receive assignments that conflict with or duplicate the functions of any Standing Committee.
7.4 REPORTS
Each committee shall prepare a detailed account of its activities and its recommendations and file it with the Secretary of this Association not later than thirty (30) days prior to the annual session.
7.5 EX-OFFICIO COMMITTEE MEMBERS
An ex-officio member of any committee, including the Executive Committee shall serve by virtue of the office held and has the same rights, including a vote, as other committee members, unless otherwise specified in these bylaws. The member shall not be obligated to attend meetings. However, the ex-officio member shall only be included in the committee’s quorum requirement when present.
CHAPTER VIII
ASSOCIATION FUNDS, EXPENDITURES AND FISCAL YEAR
8.1 FUNDS
Funds of this Association are derived from the following sources:
8.1.1 Annual Assessments.
An annual per capita assessment for membership shall be made in the manner provided in these Bylaws.
8.1.2 Special Assessments.
Additional funds may be raised by special assessment.
8.1.3 Other Sources.
Funds may be derived from voluntary contributions, bequests, income from publications of this Association, and any other source approved by the Executive Committee.
8.2 EXPENDITURES
8.2.1 Expenditures of funds of this Association shall be made in the following manner:
8.2.1.1 Within the limits of the annual budget approved by this Association.
8.2.1.2 In accordance with the authorization and within the limitations provided in these Bylaws.
8.2.2 Payments.
Checks issued by this Association must bear the signature of one of the following of four officers of this Association: President, President-Elect, Treasurer, Secretary. Checks issued by the Association must be reported to the President, President-Elect, Treasurer, Secretary within 7 days.
8.3 FISCAL YEAR
The fiscal year of this Association shall end on the last day of December.
CHAPTER IX
MEETINGS OF THE ASSOCIATION
9.1 ANNUAL MEETING
9.1.1 Purpose
The Association shall, at a time and place to be determined by the Executive Committee, convene annually for the purpose of enacting bylaws amendments, completing elections, approving the actions of the Executive Committee, receiving the reports of the Standing Committees and any other necessary educational, scientific, fiscal or professional activities.
9.1.2 Quorum
A quorum of the Association shall be those active members present at the Annual Meeting.
9.1.3 Notice
Notice of the time, place and agenda of the Annual Meeting should be mailed to the active membership at least 15 days prior to the Annual Meeting using the address on file with the Association.
9.2 SPECIAL MEETINGS
A special meeting of the Association may be called by the President upon petition by 10 active members. Written notice of a special meeting shall be mailed to each active member at least 15 days prior to such special meeting.
CHAPTER X
MISCELLANEOUS PROVISIONS
10.1 PARLIAMENTARY AUTHORITY
The Official parliamentary authority of this Association shall be the latest edition of The Standard Code of Parliamentary Procedure (Sturgis).
10.2 BYLAWS AMENDMENTS
The Bylaws may be amended only in the following manner:
10.2.1 This Association may amend these Bylaws by a two-thirds (2/3) vote of the members in attendance at the annual session. The following criteria must be met:
10.2.1.1 Such amendment shall have been presented to the Association at the previous annual session; or
10.2.1.2 Such amendment shall have been recommended by the Executive Committee and mailed to each member at least (15) days prior to the annual session.
10.2.2 If urgent changes in these Bylaws are indicated, an amendment to the Bylaws may be introduced at any meeting of this Association or may be recommended by the Executive Committee and mailed to each member. It must be approved at a subsequent meeting held at least thirty (30) days after the previous meeting or notification. Passage of such an emergency amendment will require approval of three-quarters (3/4) of those present and voting.
10.3 TERMINATION OR DISSOLUTION OF THE ASSOCIATION
In the event of termination liquidation or dissolution of this Association in any manner or for any reason whatsoever, its net assets, if any, after paying or making provisions for payment of all liabilities of the Association, shall be transferred, paid over and conveyed to the Anesthesia Foundation, a corporation organized under the laws of the State of Ohio.
10.4 INDEMNIFICATION AND INSURANCE OF OFFICERS, EXECUTIVE COMMITTEE MEMBERS, COMMITTEE MEMBERS, EMPLOYEES, AND OTHER AGENTS
10.4.1 Officers, Executive Committee Members and Committee Members.
Each Officer, Executive Committee member and committee member of the Association in each instance, whether or not then in office, shall be indemnified by the Association against all charges which may be reasonably incurred or paid by him in connection with any claim, actual or threatened action, suit or proceeding (civil, criminal or other, including appeals) in which he or she may be involved by reason of his or her being or having been such officer or committee member, made or brought against him by reason of any act or omission, or alleged act or omission by him in any or each such capacity, and also against all charges which may be reasonably incurred or paid by him (other than to the Association for its account) in reasonable settlement of any such claim, action, suit or proceeding.
The determination whether a settlement is or was reasonable shall be made by a majority of a quorum of the Executive Committee comprised of those Executive Committee members who are not involved in the claim, action, suit or proceeding, and if there be no such quorum, then by one or more disinterested persons to whom the question may be referred by the Executive Committee.
10.4.2 Employees and Other Agents. The Executive Committee may, by general vote or by vote pertaining to a specific employee or agent or class thereof, authorize indemnification of the Association’s employees and agents, other than those officers and persons referred to in Section
10.4.1 above, to whatever extent they may determine, which may be in the same manner and to the same extent provided in Section 10.4.1 above.
10.4.3 Definition of “Charges”. As used in this Section 10.4 the term “charges” shall include, without limitation, judgment awards, settlement awards, awards by other tribunals or bodies, attorneys’ fees, costs, fines, penalties and other liabilities.
10.4.4 Limit upon Indemnification. Indemnification under this Section 10.4, whether under Section 10.4.1 or Section 10.4.2, shall not be made, and no person shall be entitled to indemnification, in any case where such claim, action, suit or proceeding shall proceed to final adjudication and it shall be finally adjudged, nor shall any settlement be determined reasonable if it is found, that such officer, Executive Committee member, committee member, person, employee or agent (a) is or was derelict in the performance of his or her duties in connection with the alleged acts or omissions giving rise to such claim, action, suit or proceeding, or (b) has not acted in good faith in the reasonable belief that his or her action was in the best interests of the Association. Neither a judgment or conviction nor the entry of any plea in a criminal case shall of itself be deemed an adjudication that such officer, Executive Committee member, committee member, employee or agent was derelict of the performance of his or her duties if he or she acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the Association, and had no reasonable cause to believe that his or her conduct was unlawful.
10.4.5 Other Remedies. The rights of indemnification herein provided for shall be severable, shall not be exclusive of other rights to which any officer, Executive Committee member, committee member, employee or agent may now or hereafter be entitled, shall continue as to a person who has ceased to be such officer, Executive Committee member, committee member, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
10.4.6 Insurance. The Association shall have power to purchase and maintain insurance on behalf of any person who is or was an officer, Executive Committee member, committee member, employee or other agent of the Association, or is or was serving at the request of the Association as a Director, officer, employee or other agent of another organization, in which it has an interest, against any liability incurred by him in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify him against such liability.