The Society of Pelvic Surgeons
By-laws
THE SOCIETY OF PELVIC SURGEONSConstitution and By-Laws
Revised March 20, 2007
In accordance with passage of two motions at the Annual Business Meeting, October 19, 2006
Article I
Name and Location
Section 1. Corporate Name. The name of this corporation shall be The Society of Pelvic Surgeons.
Article II
Purposes
Section 1. General Purposes. In general terms, the Society is formed to receive and maintain a fund or funds of real or personal property or both, and, subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income there from or the principal thereof exclusively for scientific and medical purposes, directly or by contributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986, as presently or hereafter amended (the "Code"), and the Treasury Regulations promulgated thereunder (the "Regulations").
Section 2. Specific Purposes. Specifically, the purposes of this Society shall be to hold meetings for the free and informal interchange of ideas pertaining to various phases of pelvic surgery and related medical fields and to exert influence of the betterment of the teaching and practice of pelvic surgery, as well as those other purposes stated in the Certificate of Incorporation of the Society. The Society shall have such powers as are specifically given to it in its Certificate of Incorporation and as are now and may hereafter be granted to nonshare, nonprofit corporations incorporated under the laws of the State of Delaware and not inconsistent with the purposes set forth in the Certificate of Incorporation of the Society.
Section 3. Dedication of Assets. All assets of the Society shall be principally and directly dedicated exclusively to the above stated scientific and medical purposes. The Society shall not engage in business activities for profit, and no part of any net earnings of the Society shall inure to the benefit of any Member, Officer, or Executive Committee Member of the Society, or any other private individual, save and except that reasonable compensation may be paid for services rendered to or for the Society affecting one or more of its purposes.
Section 4. Prohibited Activities. No substantial part of the activities of the Society shall be carrying on of propaganda or otherwise attempting to influence legislation. Notwithstanding any other provision of these By-Laws by an organization exempt under Section 501 (c) (3) of the Code and Regulations, or by any organization, contributions to which are deductible under Section 170 (c) (2) of the Code and Regulations.
Section 5. Dissolution. No Member, Officer or Executive Committee member of the
Society, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Society. Upon the dissolution of the Society, the assets of the Society shall be distributed exclusively to civic, charitable, religious, scientific, literary or educational organizations which would then qualify under Section 501 (c) (3) of the Code and Regulations.
Section 6. Administration of Assets. It shall be the duty of the Executive Committee to establish all policies governing the administration of the fiscal assets of the Society and to determine the services to be rendered by this Society.
Article III
Capital Stock
The Society is nonprofit and no shares of stock shall be issued. No member shall receive any shares of stock, nor shall there be any distribution of dividends or profits among the Members, nor shall any part of the net profits of the Society inure to the benefit of any Member.
Article IV
Members and Membership
Section 1. Charter Members. The Charter Members of The Society of Pelvic Surgeons, an unincorporated association (see the Preamble and Resolution thereof dated December 13, 1952 attached hereto as Appendix I) and predecessor of this incorporated Society, are hereby deemed to be the Charter Members of this Society, such Charter Members being specifically: Eugene M. Bricker, Alexander Brunschwig, John C. Burch, F. Bayard Carter, Fletcher H. Colby, Conrad G. Collins, Waring S. Cosbie, Virgil S. Counsellor, Laman A. Gray, Randolph H. Hoge, Robert R. Kimbrough, John L. McKelvey, Karl H. Martzloff, Joe V. Meigs, Daniel G. Morton, Langdon Parsons, Clyde L. Randall, Somers H. Sturgis, Richard W. TeLinde, and Howard Ulfeder.
Section 2. Initial Members. All of the Active, Senior, Foreign, and Senior Foreign Members of The Society of Pelvic Surgeons, an unincorporated association which is the predecessor of this incorporated Society, in good standing as members of such unincorporated association upon adoption of these By-Laws by the Incorporators of this Society, are deemed to be the Initial Members of this incorporated Society, and automatically to be the Active, Senior, Foreign, and Senior Foreign Members of this incorporated Society, with such members of such unincorporated Society to hold membership in the same category of membership in this incorporated Society as they previously held in such unincorporated association.
Section 3. Categories of Membership. There shall be two (2) categories of membership: Active members and Emeritus Members.
Section 4. Active Members. The requirements for membership as an Active Member shall consist of:
(i) Graduation from an acceptable medical school;
(ii) The holding of a license to practice medicine;
(iii) An appointment on the staff of a recognized hospital; and
(iv) Evidence of special interests and accomplishments in the broad field of pelvic surgery
The concept of limiting the number of Active Members of the Society shall be practiced by the Society, and transfer to Emeritus Member status should be encouraged when appropriate.
Section 5. Emeritus Members. An Active Member shall automatically become an Emeritus Member upon retirement from active medical practice, age 70 or if otherwise approved by the executive committee.
Section 6. Membership Proposals. All candidates for membership in the Society as an Active Member must be proposed in writing by a Member of the Society, seconded in writing by another member, provide a curriculum vitae for review by the Members, and attend a prior meeting of the Society as a guest. Membership proposals must be forwarded to the Secretary not less than six (6) months prior to the established date for the next designated annual business meeting of the Society. The list of candidates will be circulated among the Members of the Society for written comments five (5) months before the annual meeting. Four (4) months before the annual business meeting the Secretary will distribute complete files of the candidates among individual members of the Membership Committee. Each member of the Membership Committee will carry out additional investigation as indicated. The Membership Committee will then present to the Members names of appropriate nominees for voting as hereinafter outlined. New members shall be elected at the annual meeting of the Members by secret ballot upon recommendations of the Membership Committee. To be elected to membership, a candidate must receive positive votes from 80% of the members voting in person at the annual business meeting. Candidates' proposals, unless favorably acted upon, will remain current for three (3) years. Candidates for membership in the Society as Active Members may attend the annual meeting at which they are to be considered for membership. A vote of all members present at the Business Meeting shall be taken and counted by the Secretary-Treasurer and two Tellers appointed by the President. The results of the vote shall be communicated to the candidates and the Society membership no earlier than one (1) week after adjournment of the annual meeting at which the vote was taken. Newly elected members are asked to submit a paper for presentation and attend next year's annual meeting, at which time they will receive their membership certificate.
Section 7. Privileges and Duties of Membership. All Members of the Society may take part in all deliberations of the Society, vote upon all questions, and are eligible for election to any office. Active Members shall pay into the treasury of the Society such annual dues and special assessments as may be required for continued membership in their respective categories of membership. Emeritus Members are exempt from dues, other assessments and attendance requirements. The amount of annual dues for membership in the Society shall be determined each year by vote of the Members on recommendation of the Executive Committee. Special assessments may be levied at the discretion of the Executive Committee.
Section 8. Termination of Membership. Membership shall terminate upon the non-payment by an Active Member of the dues established by the Society of membership or by death. Also, an Active Member failing to attend annual membership meetings for two (2) consecutive years, without written excused absence, will be dropped from the membership roles of the Society, and an Active Member failing to attend annual membership meetings for two (2) consecutive years with excused absences may be dropped from the membership rolls of the Society at the discretion of the Executive Committee provided, however, that Active Members not living on the North American continent shall be required to attend only one (1) membership meeting every three (3) years. The loss of membership in the Society shall terminate all interest of such member in the corporate assets.
Section 9. Voting. Each member in good standing shall be entitled at every meeting of the Members to one (1) vote, in person, on each matter submitted to a vote of the Members.
Section 10. Annual Meeting. There shall be at least one (1) annual meeting of the Members each calendar year, to be composed of an annual business meeting and such scientific meetings as are planned by the Member who is responsible for organizing the annual meeting. The annual business meeting shall be an executive session and shall consist of:
(i) The President's report
(ii) The Secretary-Treasurer's report
(iii) The report of the Membership Committee
(iv) The election of Officers
(v) The Designation of the place for the next annual meeting
(vi) Old business
(vii) New business
(viii) Installation of new Officers
(ix) The election of At-Large Members of the Executive Committee, and
(x) Such other business as shall come before the meeting
The Members of the Society will determine the place for the next annual meeting. It shall be the duty of the President at each annual meeting to designate a Member to be the Local Chairperson responsible for the organization of the next subsequent annual meeting. The attendance of guests shall be limited to the number deemed appropriate by the Local Chairperson. The annual meeting of the Members may be held at any place, either within or without the State of Delaware, as may be designated by the membership at the previous annual meeting thereof.
Section 11. Special Meetings. Special meetings of the Members, for any purpose or purposes, to be held at such place, either within or without the State of Delaware, as may be designated in the notice thereof, or as may be fixed by the members at a previous meeting thereof, may be called at any time by the President, in his/her absence by the Secretary-Treasurer, or by the Executive Committee to call such a meeting whenever so requested by a majority of the Members.
Section 12. Notice. Written or printed notice stating the place, day and hour of all meetings, annual or special, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary-Treasurer or other Officer or persons calling the meeting, to each Member of the Society, unless such notice shall be waived. Waiver of such call and of such notice shall be indicated by the presence of such Members at such meeting, in person. In the case of a special meeting, the notice to the members shall specify the purpose or purposes for which the meeting is being called.
Section 13. Quorum. A quorum for the transaction of business at any membership meeting shall consist of those persons representing, in person, twenty-five percent (25%) of the voting Members of the Society; but, if a quorum be not so represented at such a meeting, a majority of those Members so present, though less than a quorum, may adjourn the meeting to a future time, and thereafter from time to time, without the necessity of further notice other than the announcement at such original meeting, and any business may be transacted at such adjourned meeting, at which a quorum is so represented, which could have been transacted at the original meeting; provided, however, that, if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Member.
Section 14. Manner of Acting. Unless otherwise provided by law, the Certificate of Incorporation, or stated herein, an affirmative vote of a majority of the members present at any membership meeting, in person, at which a quorum is present, shall be required to pass any resolution or motion. To the extent not inconsistent with any applicable provision of these By-Laws, the Certification of Incorporation of the Society, or the General Corporation Law of the State of Delaware, the meetings of the Society shall be conducted according to the parliamentary rules set forth in Robert's Rules of Order.
Section 15. Informal Action by Members. Any action required to be taken at a meeting of the members, may be taken without such a meeting, without prior notice and without a vote if a consistent thereto in writing, setting forth the action to be taken, shall be signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote were present and voted. Prompt notice of the taking of such action without a meeting by less than unanimous written consent shall be given to those members who have not consented in writing.
Section 17. Organization. The President, or in his/her absence the Vice-President, shall call meetings of the Members to order and shall act as Chairperson of and preside over such meetings, unless otherwise determined by the majority of all of the Members present in person, or unless the President shall have designated some other person to preside in his/her behalf in the absence of the Vice-President or President-Elect. The Secretary-Treasurer of the Society shall act as Secretary-Treasurer of all meetings, but in the absence of the Secretary or due to his/her inability to act at such meeting, the presiding officer shall appoint another person to act as Secretary of that meeting.
Section 18. Honorary Consultants. The Society may designate certain guests invited to its annual scientific meetings as Honorary Consultants. This title shall apply only for that meeting to which the Honorary Consultant has been invited for participation in the scientific deliberations of the Society. Partial or complete defrayment of the expenses of an Honorary Consultant may be provided by the Society at the discretion of the Executive Committee.
Article V
Executive Committee
Section 1. General Powers. The Society shall be under the management of an Executive Committee which shall be vested with full powers to manage and control the properties, business and affairs of the Society and to determine its policies within the purposes and limits of the Certificate of Incorporation, these By-Laws, the General Corporation Law and other applicable laws of the State of Delaware, the laws of any other applicable jurisdictions, and contractual influence.
Section 2. Composition, Tenure and Qualifications. The composition of the Executive Committee of the Society shall, from time to time, be as follows: (i) the President, President-Elect, Vice-President, and Secretary-Treasurer of the Society then currently serving from time to time, (ii) three (3) duly elected At-Large Members who are non-Officer Members, and (iii) the Immediate Past President of the Society. The individual who, at the time of adoption of these By-Laws by the Incorporators is the Immediate Past President of The Society of Pelvic Surgeons, the unincorporated association which is the predecessor of this incorporated Society, shall be the initial Immediate Past President of this Society, and the At-Large Members of the Executive Committee of The Society of Pelvic Surgeons, the unincorporated association which is the predecessor of this incorporated Society, serving as such at the time of adoption of these By-Laws by the Incorporators, shall constitute the three (3) initial At-Large Members of the Executive Committee of this incorporated Society. Provided, however, that the initial At-Large Members of the initial Executive Committee of this Society will serve as such for their respective unexpired terms as At-Large Members of the Executive Committee of the unincorporated Society, but with all such initial At-Large Members to hold office until the annual meeting at which their successors are to be elected, and until their successors shall have been elected and qualified. Thereafter, each Executive Committee Member serving as such in his/her capacity as an Officer of the Society shall be elected automatically for the one (1) year term of his/her office as an Officer, and one (1) At-Large Member shall be elected for a three (3) year term at each annual meeting of the Members by vote of the majority of the members there present, either in person or by proxy, and shall hold office until their successors shall have been elected and qualified. At-Large Members of the Executive Committee shall be nominated by the Nominating Committee, although the Members may make additional nominations from the floor. If more than one (1) person is nominated for an At-Large Member position on the Executive Committee, voting for such position shall be by secret ballot of the members. Executive Committee Members need not be residents of the State of Delaware, but they must be Members of the Society. Executive Committee Members may success themselves for any number of terms. In addition, any Secretary-Treasurer-Elect of the Society serving from time to time shall be an ad hoc member of the Executive Committee.
Section 3. Vacancies. Any vacancy occurring on the Executive Committee between the annual meeting of the Members shall be filled by a majority vote of the Executive Members then in office, although less than a quorum, or by a sole remaining Executive Committee Member. A person elected to fill such a vacancy shall be elected only for the unexpired term of this predecessor in office.
Section 4. Annual Meeting. Annual meetings of the Executive Committee shall be held each year immediately preceding commencement of the annual business meeting of the Members, and at the same place. Notice shall not be required to be given of the time or place of the annual meetings of the Executive Committee, nor of the purposes of such meetings.
Section 5. Regular Meetings. The Executive Committee, by resolution adopted by a majority of the full Executive Committee, may also designate the place, day and time for additional regular meetings of the Executive Committee to be held more frequently than annually. Written or printed notice of such resolution shall be given to all Executive Committee Members within a reasonable time after the adoption thereof. Other than notice of such resolution, notice of the time, place, or purposes of such regular meetings of the Executive Committee shall not be required to be given.
Section 6. Special Meetings. Special meetings of the executive Committee may be called at any time or place, either within of without the State of Delaware, by or at the request of the President, or, in his/her absence or incapacity, by the Vice-President, or by or at the request of a majority of the Executive Committee Members. Written or printed notice stating the purpose, place, day and hour of such special meeting shall be delivered by the Secretary to each Executive Committee Member, either personally, by mail, or by telegram, at least ten (10) days prior to the date of such meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail in a sealed envelope addressed to the Executive Committee Member at the address shown on the records of the Society with postage thereon prepaid. By unanimous consent of the Executive Committee Members, special meetings of the Executive Committee may be held without notice at any time or place.
Section 7. Waiver of Notice. Any Executive Committee Member may waive notice of any meeting. Attendance of an Executive Committee Member at a meeting shall constitute his/her waiver of notice of such meeting, except where such Executive Committee Member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Executive Committee need be specified by the waiver of notice of such meeting unless specifically required by law or by these By-Laws.
Section 8. Quorum. A majority of the number of Executive Committee Members fixed by Section 2 of this Article V shall constitute a quorum for the transaction of business at any meeting of the Executive Committee, but if less than such a majority is present at a meeting, a majority of the Executive Committee Members present may adjourn the meeting from time to time without further notice.
Section 9. Manner of Acting. Except as otherwise specifically provided by law or in these By-Laws, the act of the majority of the Executive Committee Members present at a meeting at which a quorum is present shall be the act of the Executive Committee. Any action required to be taken at a meeting of the Executive Committee of the Society, or any action which may be taken without a meeting if written consent, setting forth the actions there taken, shall be signed by all the Executive Committee Members or all the members of such other committee, as the case may be, and filed with the Minutes of the meetings of the Executive Committee or such other committee. Such Consent shall have the same force and effect as a unanimous vote. Each Executive Committee Member shall be entitled to one (1) vote on all matters coming before the Executive Committee for a vote.
Section 10. Other Committees
(i) Membership Committee. The Society shall have a Membership Committee which shall consist of six (6) appointed Members plus the President, Vice-President and Secretary-Treasurer. Each appointed Member will serve for six (6) years. A new Member will be appointed by the President each year. The most senior appointed Member in years of service on the Membership Committee will serve as Chairperson of the Membership Committee. The Secretary-Treasurer will serve as the Secretary of the Membership Committee.
(ii) Nominating Committee. The Society shall have a Nominating Committee which shall consist of two (2) appointed Members plus the Immediate Past President of the Society, the President and the Secretary-Treasurer. The two (2) appointed Members will be selected by the President, with the Executive Committee's endorsement, and will be chosen from the Members at large present at the annual business meeting. The Immediate Past President will be the Chairperson of the Nominating Committee. The Nominating Committee shall be responsible for nominating and proposing to the members a full slate of candidates to be considered by the Members for election as Officers of the Society and as At-Large Members of the Executive Committee.
(iii) By-Laws Committee. The Society shall have a By-Laws Committee which shall consist of three (3) appointed Members, with each Member to serve for three (3) years. A new Member of this Committee will be appointed by the President each year. The most senior member of this Committee in years of service to the By-Laws Committee of this Society will serve as Chairperson of this Committee.
(iv) Program Committee. The Program Committee is responsible for planning an overview of the scientific presentations and for providing continuity of th4e educational program of the annual membership meeting. The Committee will consist of three (3) Members-at-large appointed by the President for three (3) years, the President, the Secretary-Treasurer, and the President Elect. The Member-at-large who has served the longest on the Program Committee shall serve as the Chairperson of the Committee. The Committee shall meet annually during or around the time of the annual membership meeting to set the direction of the educational program for the next annual membership meeting.
(v) Education and Research Committee. The Education and Research Committee is responsible for organization of proactive efforts to promote excellence in the science and surgical management of pelvic diseases through education and research and through the interactions of individual members of the Society with other societies, boards, or accrediting bodies to which each may belong. The Committee shall consist of three (3) Members-At-Large appointed by the President for three (3) year terms, the President, and the Immediate Past President. The Membeer-At-Large who has served the longest on the Education and Research Committee shall serve as the Chairperson of the Committee. The Committee shall meet at least annually during or around the time of the annual membership meeting and at such other times as deemed necessary by the Committee Members.
(vi) Ad Hoc Committees. Other ad hoc committees may be appointed by the President as the need arises. Also, the Executive Committee, by resolution adopted by a majority of its Members, may designate from among its Members any one or more other committees for any purpose which it deems necessary or advisable, each of which shall have and may exercise the authority of the Executive Committee to the extent provided in such resolution or amendments thereto and shall have such powers as shall be specified in the resolution of appointment.
Section 11. Compensation. No Executive Committee Member as such shall receive any salary or other compensation for his/her service as an Executive Committee Member unless otherwise specifically authorized by the Members; provided, however, that nothing herein shall be construed to preclude any Executive Committee Member from serving the Society in any other capacity and receiving compensation therefore or from receiving reimbursement for travel or other expenses when incurred on the business of the Society if such reimbursement is authorized by the Executive Committee.
Section 12. Removal. Any one (1) or more of the Executive Committee Members may be removed, either with or without cause, at any special meeting of the Members called for that purpose by a two-thirds (2/3) vote of the Members present in person, provided that, if any Executive Committee Member proposed to be removed is also an Officer of the Society, he/she must also be removed as an Officer of the Society by the Members at the same time.
Article VI
Officers
Section 1. Number and Qualifications. The Officers of the Society shall consist of a President, a Vice-President, a Secretary-Treasurer, a President-Elect, and an Historian as well as such other officers and agents as shall from time to time be determined to be necessary and advisable by the Executive Committee. In addition, a Secretary-Treasurer-Elect shall be nominated and elected to serve a one (1) year term prior to assuming the Position of Secretary-Treasurer. Any two or more offices may be consolidated into one office and held by the same person, except the offices of President and Secretary. In no case, however, shall any Officer execute, acknowledge or verify any instrument in more than one capacity. Officers need not be residents of the State of Delaware, but they must be Members of the Society.
Section 2. Election and Term. The Nominating Committee is fixed with authority to nominate the Officers of the Society, although the Members may make additional nominations from the floor. If more than one (1) person is nominated for a participate office of the Society, voting for such Officer shall be by secret ballot of the Members. Officers of the Society shall be elected by the Members at the annual meeting or at such other time as may be set by vote of the Members. Each Officer shall serve for a one (1) year term, and each Officer who is elected shall be elected at each annual meeting of the Members to hold office until the next annual meeting of the Members after his/her election and his/her successor shall have been duly elected and qualified, or until his/her earlier death, resignation or removal, except the Secretary-Treasurer may serve three (3) consecutive terms and the Historian may serve ten (10) successive terms.
Section 3. Compensation and Additional Officers. The Members shall fix any alsaries and other compensation of the Officers of the Society. In addition to the Officers provided herein, the Executive Committee may create such other offices and employ such personnel as in its discretion it deems necessary or desirable to accomplish the purposes for which the Society is created and to authorize the payment of such alsaries as it deems necessary to the personnel and agents effectuating said corporate purposes.
Section 4. Removal. Any Officer or agent of the Society may be removed by a majority vote of the Executive Committee at a meeting thereof called for that purpose whenever, in the Executive Committee's judgement, the best interests of the Society would be served thereby. Such removal may be made with or without cause. Furthermore, any Officer may be removed at any meeting of the Members called for that purpose by majority vote of the Members present at such meeting in person.
Section 5. Vacancies. A vacancy in any office, because of death, incapacity, resignation, removal, disqualification, or any cause, may be filled, for the unexpired period of term thereof, by majority vote of the remaining Executive Committee Members, at any meeting thereof, unless such vacancy may be filled by majority vote of the Members at the meeting called for the purpose of removing such Officer.
Article VII
Duties of Officers
Section 1. President. The President shall be the principal executive of the Society, unless certain duties incident to said position be delegated by him to some other Officer. He/she shall preside at all meetings of Members, of the Executive Committee, and, except where a Chairperson is otherwise specifically provided in these By-Laws, at all other committee meetings, or shall designate some other person to preside at such meeting in his/her behalf, and he/she shall be Chairperson of the Executive Committee. He/she shall have general supervision and management of the business and affairs of the Society and over the other Officers and shall have authority to sign, make, execute, and deliver any and all deeds or conveyances, leases, contracts, assignments, releases, and all other documents and instruments on behalf of the Society. He/she shall perform all other duties incident to and usually performed by the office of the President of a nonshare, nonprofit corporation and such other dues as may be prescribed by the Executive Committee or Members from time to time. Except as otherwise specifically provided in these By-Laws, he/she shall appoint all committee chairmen and all committee members, and he/she shall be an ex-officio member of all committees of the Society of which he/she is not a Member. He/she shall make such reports as are requested from time to time by the Executive Committee, giving full statements of the conditions and operations of the Society, and he/she shall also prepare or cause to be prepared an annual report for the Members and the Executive Committee, giving a full and comprehensive statement of the Society's affairs and activities at least once a year. Shares of stock of another corporation, domestic or foreign, registered in the name of the Society, shall be voted by the President personally.
Section 2. Vice-President. The Vice-President shall perform such cuties as may be designated to him by the President, Members or Executive Committee. He/she shall assume, perform, be vested with an exercise all of the powers, duties and functions of the President when requested to do so by the President and he/she shall have all the powers of the President in the event of a vacancy in the office of the President. He/she shall assist the President in the performance of his/her duties as requested by the President.
Section 3. President-Elect. The President-Elect shall perform such duties as may be designated to him/her by the President, Members or Executive Committee. He/she shall assume, perform, be vested with and exercise all of the powers, duties and functions of the President and shall act in the event of the death, disability, absence, or other incapacity of the President and Vice-President, and he/she shall have all of the powers of the President in the event of a vacancy in the offices of both President and Vice-President. He/she shall assist the President in the performance of his/her duties as requested by the President, and he/she will assume the position of the President to the Society at the conclusion of the then current President's term.
Section 4. Secretary-Treasurer. The Secretary-Treasurer shall have the following duties: (a) keep the minutes of the meetings of the Members and of the Executive Committee in one or more books provided for that purpose, with the minutes of the scientific sessions being hereby authorized to be recorded in abstract but with the minutes of the business meetings to be recorded in detail; (b) see that all notices are given in accordance with the provisions of these By-Laws and as required by law; (c) be custodian of the Society's books and records; (d) keep a register of the mailing address of each member which shall be furnished to the Secretary by such Member; (e) be responsible for all official communications of the Society; (f) have charge and custody of and be responsible for and keep all of the accumulated funds, monies, instruments and securities of the Society; (g) collect and receive all dues and assessments and receive and give receipts for moneys due and payable to the Society from any source whatsoever; (h) deposit all monies in the name of the Society in such banking or saving institution or institutions as shall be selected in accordance with the provisions of Article VIII, Section 2, of these By-Laws; (i) prepare, or have prepared, such reports of the financial condition of the Society as may be required or requested by the President or the Executive Committee, making an official report to the Members and the Executive Committee at least once a year; (j) make authorized disbursement and promptly pay all authorized expenses of the Society; (k) keep and maintain regular and complete books of account showing all receipts and disbursements by the Society and balance the same periodically, and; (l) in general, perform all of the duties normally incident to the offices of Secretary and Treasurer and such other duties as from time to time may be assigned to him/her by the President, the Executive Committee or the Members. The Secretary-Treasurer is authorized to have such assistance as he/she may require for the purposes herein set forth, subject to the approval of the Executive Committee.
Section 5. Secretary-Treasurer Elect. The Secretary-Treasurer-Elect shall perform such duties as may be designated to him by the President, Members, Executive Committee, or Secretary-Treasurer. He/she shall assist the Secretary-Treasurer in the performance of his/her duties as required by the Secretary-Treasurer; shall be an ad hoc member of the Executive Committee, and will assume the position of the Secretary-Treasurer of the Society at the conclusion of the current Secretary-Treasurer's term.
Section 6. Historian. The Historian shall have the following duties: (a) maintain the historical records of the Society; (b) add additional materials of historical value received from the officers and members of the Society, and; (c) store the records in an institutional library with the approval of the Executive Committee.
Article VIII
Contracts, Checks and Deposit
Section 1. Checks. Checks, drafts or other orders for the payment of money, as well as notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such Officer or Officers of the Society and in such manner as the executive Committee, by resolution, shall from time to time designate. In the absence of such determination by the Executive Committee, such instruments shall be signed by the Secretary-Treasurer of the Society.
Section 2. Deposits. All funds of the Society, not otherwise employed, shall be deposited from time to time to the credit of the Society in such banks, savings and loan institutions, trust companies, or other depositories as the Executive Committee, by resolution, may select, and shall be withdrawn only upon the check or order of persons in accordance with Section 1 of this Article.
Section 3. Contracts. The Executive Committee may authorize any Officer or Officers, agent or agents, of the Society to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific activities.
Section 4. Investment Policy. The investment policy for management of the Society's investment assets shall be defined by the Executive Committee.
Article IX
Books, Records and Financial Statements
The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Executive Committee, of the membership meetings, and of its various Committees. All books and records of the Society may be inspected by any Executive Committee Member or by any Member of the Society in accordance with the inspection rights granted thereto pursuant to the applicable provisions of the General Corporation Law of the State of Delaware. Not later than two (2) months after the close of each fiscal year, the Secretary-Treasurer shall prepare and distribute to all members of the Executive Committee a report showing the financial condition of the Society as of the close of its fiscal year. The Executive Committee may select a firm of Certified Public Accountants to perform an annual audit of the books and records of the Society if it deems such action to be necessary or advisable.
Article X
Fiscal Year
The fiscal year of the Society shall begin on September 1st of each year and expire on August 31st of each succeeding year, unless otherwise changed by appropriate resolution of the Executive Committee.
Article XI
Seal
There shall be a corporate seal, which shall be affixed to such instruments as may be required by law. The seal of the Society shall be circular in form and shall bear on the outer circle the words "The Society of Pelvic Surgeons". The Executive Committee may change the form of the seal or the inscription thereon at its pleasure.
Article XII
Notices
Section 1. Delivery. Any notice required by statute or by these By-Laws to be given to any Member, Officer, or Executive Committee Member of the Society shall be deemed to be delivered by mail when addressed to the last known address of such Member, Officer, or Executive Committee Member as indicated by the corporate records, with postage thereon prepaid, or shall be deemed to be delivered by telegram when the telegram addressed as aforesaid and prepaid, is delivered to the telegraph company. Alternately, e-mail with acknowledgement of receipt may be used and shall be deemed to be delivered upon issue of the acknowledgement of receipt.
Section 2. Waiver. Whenever any notice is required to be given to any Member, Officer or Executive Committee Member of the Society by statute, by these By-Laws, or otherwise, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the pertinent time for which the notice was required, shall be deemed equivalent to the proper deliverance of such notice fully as required.
Article XIII
Amendments
These By-Laws may be altered, amended, repealed, changed, or suspended and new By-Laws may be adopted by a two-thirds (2/3) vote of the Members present in person at any annual business meeting of the Members at which a quorum is present, providing that previous notice in writing of the proposed amendment(s) to the By-Laws has (have) been given at the annual business meeting of the Members immediately preceding the one at which the vote is taken; provided, however, that the initial By-Laws of the Society, as adopted by the Incorporators thereof, may be so altered, amended, repealed, changed or suspended by the Initial Members of the Society or to the extent required by the Internal Revenue Service in order for the Society to be granted qualification as a tax-exempt organization under the Code, which any such amendment, alteration or change may be made in the manner now or hereafter prescribed by the applicable provisions of the General Corporation Law of the State of Delaware.
Article XIV
Indemnification of Officers and Directors
The Society shall indemnify its Officers, Executive Committee Members, and employees to the fullest extent authorized or permitted by the Code without the termination of the tax-exempt status of the Society and by General Corporation Law of the State of Delaware, as presently or hereafter amended, due to their being or having been an Officer, Executive Committee Member, or employee of the Society.