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The By-Laws

ARTICLE I
NAME


The name of this Corporation is The American Association for Thoracic Surgery (hereinafter the “Association”).


ARTICLE II
PURPOSE


The purposes of the Association shall be:

To associate persons interested in, and carry on activities related to, the science and practice of thoracic surgery, the cure of thoracic disease and the related sciences.

To encourage and stimulate investigation and study that will increase the knowledge of intrathoracic physiology, pathology and therapy, and to correlate and disseminate such knowledge.

To hold scientific meetings featuring free discussion of problems and developments relating to thoracic surgery, and to sponsor a journal for the publication of scientific papers presented at such meetings and other suitable articles.

To succeed to, and continue to carry on the activities formerly conducted by The American Association for Thoracic Surgery, an unincorporated association.

ARTICLE III
MEMBERSHIP


Section 1. There shall be three classes of members: Honorary, Senior, and Active. Admission to membership in the Association shall be by election. Membership shall be limited, the limits on the respective classes to be determined by these By-Laws. Only Active and Senior Members shall have the privilege of voting or holding office, except as provided by these By-Laws. Honorary members shall have the privilege of voting but shall not be eligible to hold office.

Section 2. Honorary Membership shall be reserved for such distinguished persons as may be deemed worthy of this honor by the Council with concurrence of the Association

Section 3. The number of Senior Members shall be unlimited. Active Members in good standing automatically advance to Senior Membership at the age of seventy years or upon request after the age of sixty-five. In addition, a younger Active Member in good standing may be eligible for Senior Membership by petition to and approval by the Council.

Section 4. Active Membership shall be limited to eight hundred fifty (850). A candidate to be eligible must be a physician and shall have achieved distinction in the thoracic field or shall have made a meritorious contribution to knowledge pertaining to thoracic disease or its surgical treatment.

Section 5. Election to Honorary, Senior or Active Membership shall be for life, subject to the provisions of Section 8 following and Article IX hereof. All new members shall be elected directly to Honorary or Active status.

Section 6. Candidates for membership in this Association must be formally nominated and seconded, in an approved manner, by not less than three Active, Senior or Honorary Members. Such nomination must have been in the hands of the Membership Committee for not less than four months, and the name of the candidate must have been distributed to all members of the Association before final action may be taken on any new candidate for election to Active Membership. Provided the foregoing requirements have been met and the candidates have been approved by the Membership Committee and by the Council, their names shall be presented to the Association at a future regularly convened annual meeting for final action. A three-fourths vote of those present and voting shall be required to elect. Any candidate for membership in the Association who has failed of election three times shall automatically cease to be a candidate and may not be renominated until after a lapse of three years.

Section 7. The report of the Membership Committee shall be rendered at the second executive session of each annual meeting of the Association. Candidates shall be presented in groups in the following order: Candidates for Honorary Membership; retirement of Active Members to Senior Membership; Candidates for Active Membership; members dropped from the rolls of the Association.

Section 8. Members in good standing may resign at any time. Resignation shall not relieve a member of the obligation to pay outstanding dues or assessments. The Council may delay or refuse to accept the resignation of any member who has received written notification that the Ethics Committee is conducting an investigation concerning the member’s conduct until a final decision on the matter has been issued in accordance with the Procedural Guidelines for Ethics Complaints Against AATS Members established by the Council. A member whose resignation is not accepted by the Council is not required to pay dues or assessments after submission of the resignation.

Section 9. The Council shall recommend that any Active Member whose dues are in arrears for two years shall have his/her membership terminated, except that if the Ethics Committee is conducting an investigation concerning the member’s conduct, such member’s membership shall not be terminated until a final decision on the matter has been issued in accordance with the Procedural Guidelines for Ethics Complaints Against AATS Members established by the Council.


ARTICLE IV
BOARD OF DIRECTORS (“COUNCIL”)


Section 1. The Board of Directors of the Association shall be called the Council and shall be composed of the President, President-Elect, Vice-President, Secretary, Treasurer, and six Councilors. All members of the Council must be Active or Senior Members of the Association.

Section 2. The Council shall be the governing body of the Association, and shall have full power to manage and act on all affairs of the Association, except as follows:


It may not levy any general assessments against the membership but it may, in individual cases, waive annual dues or assessments.

It may not change the Articles of Incorporation or By-Laws.

It may neither elect new members nor alter the status of existing members, other than to apply the provisions of Article III, Sections 8 and 9 and Article IX.


The Council may adopt such rules and regulations for the conduct of the Association’s affairs as the Council deems necessary or advisable, including specifically the Procedural Guidelines for Ethics Complaints Against AATS Members.

Section 3. At the conclusion of the annual meeting, the retiring President shall automatically become a Councilor for a one-year term office. One of the other five Councilors shall be elected at each annual meeting of the Association to serve for a four-year term of office in the place of the elected Councilor whose term expires at such meeting. When appropriate, one of the Councilors shall be elected from among the non-North American members of the Association to serve for a three-year term of office. No Councilor may be reelected to succeed himself/herself. Any Councilor so elected shall take office upon the conclusion of the annual meeting at which he/she is elected.

Section 4. Vacancies in the office of Councilor shall be temporarily filled by the Council subject to approval of the Association at the next annual meeting of the Association.

ARTICLE V
OFFICERS

Section 1. The officers of the Association shall be President, a President-Elect, a Vice-President, a Secretary, and a Treasurer. All officers must be Active or Senior Members of the Association.

Section 2. The Council may, for the purposes of Article IV, give status as officers of the Association to the individual members of an ad hoc Committee appointed by the Council.

Section 3. The President, President-Elect, Vice-President, Secretary and Treasurer shall be elected at the annual meeting of the Association and shall take office upon conclusion of the meeting. The President, President-Elect, and the Vice-President shall be elected for a one-year term of office. The Secretary and the Treasurer shall be elected for a one-year term of office and may be reelected for not more than four additional terms.

Section 4. The President of the Association shall perform all duties customarily pertaining to the office of President. He/she shall preside at all meeting of the Association and at all meetings of the Council.

Section 5. The President-Elect of the Association shall, in the absence or inability of the President to serve, perform all duties customarily pertaining to the office of President. In this instance the Council shall advance the Vice-President to the office of the President-Elect and appoint an interim Vice-President as necessary.

Section 6. The Secretary of the Association shall perform all duties customarily pertaining to the office of Secretary. He/she shall serve as Secretary of the Association and as Secretary of the Council. When deemed appropriate an Active or Senior Member may be elected to serve as an understudy to the Secretary in anticipation of the latter’s retirement from office.

Section 7. The Treasurer of the Association shall perform all duties customarily pertaining to the office of Treasurer. When deemed appropriate an Active or Senior Member may be elected to serve as an understudy to the Treasurer in anticipation of the latter's retirement from office.

Section 8. The Editor of the Association is not an officer of the Association. The Editor shall be appointed by the Council at its annual meeting; provided, however, that such appointment shall not become effective until approved by the Association at the annual meeting of the Association. The Editor shall be appointed for a five-year term. The Editor shall serve as the Editor of the Official Journal and shall be ex officio the Chair of the Editorial Board.

Section 9. Vacancies occurring among the officers named in Section I or a vacancy in the position of Editor shall be temporarily filled by the Council, subject to approval of the Association at the next meeting of the Association.

ARTICLE VI
COMMITTEES

Section 1. The Council is empowered to appoint a Membership Committee, an Abstract Committee, a Necrology Committee and such other committees as may in its opinion be necessary or desirable. All such committees shall render their reports at an executive session of the Association, except that no ad hoc committee need report unless so directed by the Council.

Section 2. The Executive Committee shall consist of the President, who shall serve as Chair, President-elect, Vice President, Secretary and Treasurer and shall provide oversight of the association's management and financial activities during the interim between meetings of the Council.

Section 3. The Membership Committee shall consist of eight (8) Active or Senior Members, two of whom shall be from outside North America. The Council may appoint not more than one of its own members to serve on this Committee. The duties of the Membership Committee are to investigate all candidates for membership in the Association and to report its findings as expeditiously as possible to the Council through the Secretary of the Association. This Committee is also charged with searching the international literature to the end that proper candidates may be presented to the Association for consideration. A Chair shall be appointed from among the current members who shall serve a single two-year term. North American appointments to this Committee shall be for a period of one year, and not more than four (4) of the North American members may be reappointed to succeed themselves. Non-North American appointments to this Committee shall be for a period of two years and may not be reappointed to succeed themselves.

Section 4. The Annual Meeting Abstract Committee shall consist of the President, the President-Elect, the Vice President, the Secretary, the Treasurer, the Past President, the Editor, the Chair of the Education Committee, and at least 11 members-at-large, three each representing the areas of adult cardiac, pediatric cardiac and general thoracic surgery and two representing emerging technologies. The President's designee shall serve as the Chair of this Committee. At least three of these members-at-large shall be appointed each year by the President for a three-year term. Additional Committee members may be appointed for one or two-year terms. The duties of this Committee shall be to arrange, in conformity with instructions from the Council, the abstract portion of the scientific program for the annual meeting.

Section 5. The Nominating Committee shall consist of the five (5) immediate Past Presidents of the Association. The most senior Past President shall serve as Chair. This Committee shall prepare a slate of nominees for Officers and Councilors upon instruction from the Council as to the vacancies which are to be filled by election and shall present its report at the second executive session of the Annual Meeting.

Section 6. The Association as a whole may authorize the Council to appoint Scientific or Research Committees for the purpose of investigating thoracic problems and may further authorize the Council to support financially such committees to a limited degree. When Scientific or Research Committees are authorized by the Association, the Council shall appoint the Chairs of these Committees, with power to organize their committees in any way best calculated to accomplish the desired object, subject only to the approval of the Council. Financial aid rendered to such Committees shall not exceed such annual or special appropriations as may be specifically voted for such purposes by the Council. Members are urged to cooperate with all Scientific or Research Committees of the Association.

Section 7. The Evarts A Graham Memorial Traveling Fellowship Committee shall consist of eight members: two cardiac surgeons, two general thoracic surgeons, two transplant surgeons, and two pediatric heart surgeons, two to be appointed each year for four year terms with the Council appointing two Co-Chairs from the current members of the Committee. The duties of the Committee shall be to recommend Graham Fellowship candidates to the AATS Graham Foundation, and to carry out other business pertaining to the Fellowship and Fellows, past, present and future.

Section 8. The Editorial Board shall be appointed by the Editor, subject only to the approval of the Council. The Editor shall be, ex officio, the chairman of this board and shall be privileged to appoint and indefinitely reappoint such members of the Association, regardless of class of membership, and such non-members of the Association as in his/her opinion may be best calculated to meet the editorial requirements of the Association.

Section 9. The Ethics Committee shall consist of seven members appointed by the Council, one of whom shall be named as Chair by the Council. The members shall serve a five year term, and may be reappointed. The Ethics Committee shall investigate complaints alleging ethical breaches of Association members received in writing or it may investigate a memberís conduct on its own initiative. A majority of the Ethics 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 Ethics Committee.

The Ethics Committee may discipline any member for (i) failure to meet the requirements for membership in the Association, (ii) conduct in violation of these By-Laws, the Code of Ethics adopted by the membership of the Association, or the Associationís rules and policies, (iii) being convicted of or pleading guilty to a felony or any crime arising out of the practice of medicine or involving moral turpitude, (iv) being disciplined by, or otherwise having the memberís right to practice medicine limited, suspended, terminated or otherwise affected by, any medical licensing authority, or (v) engaging in conduct inconsistent with the purposes of the Association.

Section 10. The Education Committee shall consist of at least twelve (12) members with at least three (3) members being appointed each year by the Council for a three (3) year term. At least three (3) members shall represent the areas of adult cardiac, pediatric cardiac and general thoracic surgery. In addition, a chair shall be appointed by the Council for a three (3) year term. And two (2) non-North American members shall be appointed to serve three (3) year terms. The committee shall be responsible for identifying areas within the specialty for which additional training and education are necessary and the selection of topics and chairs for postgraduate activity to address these areas.

Section 11. The Publications Committee shall consist of the Secretary as Chair, the Treasurer, the Chairs of the Technology and Education Committees, and the immediate Past President.. The Committee shall oversee the business relationships between the Association and the publisher of its journal and its other scientific publications maintaining liaison among the publisher, the Editors, and the Council, and shall have advisory oversight for all official scientific publications of the Association, annually reviewing their Editors and Editorial Boards and make recommendations to the Editors and the Council.

Section 12. The Cardiothoracic Residents Committee shall consist of eight members appointed by the Council. Two members shall be appointed each year for a four-year term with the Council appointing two Co-Chairs from the current members of the Committee. At least two members shall represent adult cardiac surgery, general thoracic surgery, and congenital heart surgery. The duties of the committee shall include the development of educational activities specifically directed at cardiothoracic residents, and the responsibility for recommending to the Council the generation of new programs of interest to cardiothoracic residents.

Section 13. The Scientific Affairs and Government Relations Committee shall consist of ten Members: four adult cardiac, four general thoracic, two congenital. A Chair shall be appointed by the Council from among the current members who shall serve a three year term. The committee shall be responsible for identifying and interacting with the various Federal agencies and institutions regarding research activities, research funding, and career development. It shall also serve as a resource to cardiothoracic surgeon on research funding strategies, opportunities, and mechanisms available to the specialty.

Section 14. The Research Scholarship Committee shall consist of nine (9) members appointed by the Council. Two members shall be appointed each year for a four-year term with the Council appointing two Co-Chairs from the current members of the Committee. Two members shall represent adult cardiac surgery, general thoracic surgery, congenital heart surgery and transplant surgery. The duties of the Committee shall include the review of scientific material submitted for all research award programs and to recommend research award candidates to the AATS Graham Foundation, and the responsibility for recommending to the Council the generation of new research programs of interest to cardiothoracic surgeons.

Section 15. The Finance Committee shall consist of the Treasurer, President-Elect and at least three (3) members appointed by the Council for three-year terms. The Committee shall be responsible for the financial oversight of the Association.

ARTICLE VII
FINANCES

Section 1. The fiscal year of the Association shall begin on the first day of January and end on the last day of December each year.

Section 2. Members shall contribute to the financial maintenance of the Association through initiation fees, annual dues, and special assessments. The amount of the annual dues and the initiation fees shall be determined by the Council. If, at the end of any fiscal year, there is a deficit in the current funds of the Association, the Council may send out notices to that effect and invite Active members to contribute the necessary amount so that no deficit is carried over from one fiscal year to another. The Association may, in any regularly convened meeting, vote a special assessment which shall become an obligatory charge against the classes of members affected thereby.

Section 3. To meet the current expenses of the Association, there shall be available all revenue derived by the Association.

ARTICLE VIII
MEETINGS

Section 1. The time, place, duration, and procedure of the annual meeting of the Association shall be determined by the Council and the provisions of the By-Laws.

Section 2. Notice of any meeting of the Association shall be given to each member of the Association not less than five nor more than forty days prior to any annual meeting and not less than thirty nor more than forty days prior to any special meeting by written or printed notice delivered personally or electronically by mail, by or at the direction of the Council, the President or the Secretary. Such notice shall state the place, day and hour of the meeting and in the case of a special meeting shall also state the purpose or purposes for which the meeting is called.

Section 3. A special meeting of the Association may be called by the Council or on the written request of fifteen members delivered to the Council, the President or the Secretary. The specific purposes of the meeting must be stated in the request.

Section 4. Attendance at annual meetings and participation in the scientific programs shall be optional for all Honorary and Senior Members, but it shall be expected from all Active Members.

Section 5. Each annual meeting shall have at least two executive sessions.

Section 6. When the Association convenes for its annual meeting, it shall immediately go into the first executive session, but the business at this session shall be limited to:

Appointment of necessary committees.

Miscellaneous business of an urgent nature.

Section 7. The second executive session of the Association shall be held during the afternoon of the second day of the meeting. The business at this session shall include, but is not limited to:

Reading or waiver of reading of the minutes of the preceding meetings of the Association and the Council.

Report of the Treasurer of the last fiscal year.

Audit Report.

Report of Necrology.

Report of the Abstract Committee.

Action on amendments to the Articles of Incorporation and By-Laws, if any.

Action on recommendations emanating from the Council.

Unfinished Business.

New Business.

Report of the Membership Committee.

Election of new members.

Report of Nominating Committee.

Election of officers.


Section 8. Except where otherwise required by law or these By-Laws, all questions at a meeting of the members shall be decided by a majority vote of the members present in person and voting. Voting by proxy is not permitted.

Section 9. Fifty voting members present in person shall constitute a quorum at a meeting of members.

Section 10. While the scientific session of the annual meeting is held primarily for the benefit of the members of the Association, it may be open to non-members who are able to submit satisfactory credentials, who register in a specified manner, and who pay such registration fee as may be determined and published by the Council from year to year.

Section 11. There shall be an annual meeting of the Council held during the annual meeting of the Association. Additional meetings of the Council may be called on not less than seven days’ prior written or telephonic notice by the President, the Secretary or any three members of the Council.

Section 12. Six members of the Council shall constitute a quorum for the conduct of business at any meeting of the Council, but a smaller number may adjourn any such meeting.

Section 13. Whenever any notice is required to be given to any member of the Council, a waiver thereof in writing, signed by the member of the Council entitled to such notice, whether before or after the time state therein, shall be deemed equivalent thereto.

Section 14. Any action which may be or is required to be taken at a meeting of the Council may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Council. Any such consent shall have the same force and effect as a unanimous vote at a duly called and constituted meeting.

ARTICLE IX
DISCIPLINE

Any member of the Association may be admonished, censured, placed on probation, suspended or expelled for (i) failure to meet the requirements for membership in the Association, (ii) conduct in violation of these By-Laws, the Code of Ethics adopted by the membership of the Association, or the Association’s rules and policies, (iii) being convicted of or pleading guilty to a felony or any crime arising out of the practice of medicine or involving moral turpitude, (iv) being disciplined by, or otherwise having the member’s right to practice medicine limited, suspended, terminated or otherwise affected by, any medical licensing authority, or (v) engaging in conduct inconsistent with the purposes of the Association. Disciplinary actions shall be conducted in accordance with the Procedural Guidelines for Ethics Complaints Against AATS Members established by the Council, which procedures shall include written notification to the member of the infraction and an opportunity for a hearing.

ARTICLE X
INDEMNIFICATION

Section 1. The Association shall indemnify any and all of its Councilors (hereinafter in this Article referred to as “directors”), officers, employees, committee members and agents, or former directors, officers, employees, committee members and agents, or other person who has served or shall serve at the Association’s request or by its election as a director or officer of another corporation or association, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors, officers, employees, committee members or agents of the Association, or directors or officers of such other corporation or association, provided, however, that the foregoing shall not apply to matters as to which any such director, officer, employee, committee member or agent, or former director, officer, employee, committee member or agent or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty or to such matters as shall be settled by agreement predicated on the existence of such liability.

Section 2. Upon specific authorization by the Council, the Association may purchase and maintain insurance on behalf of any and all of its directors, officers, employees, committee members or agents, or former directors, officers, employees, committee members or agents, or any person who has served or shall serve at the Association’s request or by its election as a director or officer of another corporation or association, against any liability or settlement based on asserted liability, incurred by them by reason of being or having been directors, officers, employees, committee members or agents of the Association or directors or officers of such other corporation or association, whether or not the Association would have the power to indemnify them against such liability or settlement under the provisions of Section 1.

ARTICLE XI
PAPERS

Section 1. All papers read before the Association shall become the property of the Association. Authors shall provide original or electronic copies of their manuscripts to the Editor, prior to the time of presentation, for consideration for publication in the official Journal.

Section 2. When the number of papers makes it desirable, the Council may require authors to present their papers in abstract, and may set a time limit on discussions.

ARTICLE XII
INITIATION FEES, DUES AND ASSESSMENTS

Section 1. Honorary Members of the Association are exempt from all initiation fees, dues, and assessments.

Section 2. Annual dues for Active Members shall be established by the Council and shall include a year’s subscription to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY.

Section 3. Senior Members are exempt from dues.

Section 4. The initiation fee for those elected directly to Active Membership shall be established by the Council.

Section 5. Active Members must subscribe to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY to retain their membership status.

Section 6. Subscription to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY is optional for Senior Members.

Section 7. Bills for membership dues and for subscriptions to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY will be mailed to members by the Treasurer at the beginning of the fiscal year.

ARTICLE XIII
PARLIAMENTARY PROCEDURE

Except where otherwise provided in these By-Laws or by law, all parliamentary proceedings at the meetings of this Association and its Council and Committees shall be governed by the then current Sturgis Standard Code of Parliamentary Procedure.

ARTICLE XIV
AMENDMENTS

Section 1. These By-Laws may be amended by a two-thirds vote of the members present and voting at an executive session of a properly convened annual or special meeting of the Association provided that the proposed amendment has been moved and seconded by not less than three members at a prior executive session of that meeting or a prior meeting of the Association.

Section 2. These By-Laws may be suspended in whole or in part for a period of not more than twelve hours by a unanimous vote of those present and voting at any regularly convened meeting of the Association.

As amended, May, 2016

 

 
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