Constitution and Bylaws

CONSTITUTION AND BYLAWS OF THE VIRGINIA SOCIETY
OF PLASTIC SURGEONS

CONSTITUTION

Article I: Name

The name of this Society shall be "The Virginia Society of Plastic Surgeons".

Article II: Objectives

The objectives of this Society shall be:

1. To maintain professional excellence in that branch of the Healing Arts established by our predecessors and recognized and respected by our contemporaries as Plastic and Reconstructive Surgery.
2. To provide a forum for the exchange of information, experiences and opinions which will serve to strengthen and inspire our members in their pursuit of the highest levels of personal conduct and professional service.
3. To promote and further medical and surgical training and research pertaining to the study and treatment of congenital and acquired deformities–and to keep the medical profession and the general public informed of the ever expanding benefits arising from progress made in these fields.
4. To cooperate with other regional and national groups of Plastic Surgeons in the common endeavor to advance the specialty.
5. To address the legislative and regulatory issues that affects the practice of plastic surgery in Virginia.

Article III

Membership

Regularly licensed physicians practicing plastic and reconstructive surgery who have satisfactorily completed the approved formal training as outlined by the American Board of Plastic Surgery may be admitted by invitation and vote of approval to membership in this Society. The membership shall be either actively engaged in plastic surgery, retired or an affiliate member in the Commonwealth of Virginia.

Article IV

Organization

Section 1. The Society shall function through:

The Annual Membership Meeting

The President.

Section 2. The supreme governing power of the Society shall be vested in the Annual Meeting. In the interim between the meetings, the President shall represent the Society, subject to the Constitution and Bylaws.

Article V

Officers and their election

The officers of the Society shall be President, Vice-President/Secretary, Treasurer and Immediate Past President. The officers shall be elected biennially, or as specified in the Bylaws.

Article VI

Meetings

There shall be an annual meeting of the Society, which shall take place on the dates and in the place designated by the President.

Article VII

Amendments to the Constitution

This Constitution may be amended by a three-fourths (3/4) vote of the Active membership.

Proposed amendments shall be filed in writing with the Secretary and with each member of the voting membership not less than thirty (30) days prior to the annual or special meeting, which shall act thereon. An affirmative vote of three fourths (3/4) of the Active members present and voting, a quorum being present, shall be necessary for adoption of the amendments proposed.

BYLAWS

Article I

Membership

Section 1. Classes of Membership. There shall be three classes of membership.

1. Active
2. Resident
3. Candidate Honorary
4. Affiliate

Section 2. Active Membership. Active members shall be surgeons of high moral and professional standing who are actively engaged in the practice of plastic and reconstructive surgery. This class of membership shall be unlimited in number. Certification by the American Board of Plastic Surgery and membership into the American Society of Plastic Surgeons shall be required prior to acceptance into the Society as an Active member. Upon acceptance to Active membership and upon payment of the entrance fee and annual dues, the Active member shall have the right to vote at all meetings of the membership and shall be eligible to hold office in the Society. All officers and members of Standing Committees shall be chosen from the Active membership. Active, Honorary and affiliate members shall assume the full registration fee when attending annual meetings of the Society.

Section 3. Resident Membership. Resident Members shall be designated as those Residents that participate in a resident training program recognized by the American Society of Plastic Surgeons (ASPS). Resident membership expires upon completion of their training in the training program. Resident Members shall not be required to pay dues, may attend and participate in business and scientific meetings and may present papers and serve on committees. They may not vote or hold office. Upon completion of the residency program, and satisfaction of all other prerequisites to membership, Resident Members shall be offered Candidate Membership standing.

Section 4.< Candidate Membership. Candidate Members shall be practicing plastic surgeons who are eligible for the examination(s) of the ABPS. Candidate Members who have not achieved certification by ABPS within seven years from eligibility, shall be removed from membership in the Society. Candidate Members shall pay such dues as are determined by the Board and may attend and participate in business and scientific meetings, may present papers and serve on committees. They may not vote or hold office. Upon certification by the ABPS and election to ASPS, full membership shall be confirmed by approval of the membership or Board of Directors.

Section 5. Honorary Membership. Honorary membership shall be conferred upon physicians and scientists whom the society desires to honor because they have achieved exceptional eminence and/or have made substantial contributions to the advancement of plastic and reconstructive surgery. Names proposed for this membership classification may be presented by any Active, Honorary or Affiliate member of the Society. The proposal must be submitted to vote of the membership at an annual or special meeting. A four-fifths (4/5) affirmative vote of Active and Life members voting, a quorum being present, shall be required for conferral of this honor. Notification of the individual so honored shall be in writing over the signature of the President of the Society.

Honorary members shall enjoy all privileges of the Society but shall not pay dues. They will be asked to pay registration fees when attending meetings of the Society. They may neither vote nor hold office.

Section 6. Affiliate Membership. Affiliate members are individuals or organizations that support the mission of the Society. Affiliate members help to provide a forum for the exchange of information, experiences and opinions which will serve to strengthen the Society as a whole, as well as promote and further education pertaining to the study and treatment of congenital and acquired deformities.

Affiliate membership is by invitation only. A qualified individual or corporate entity may be proposed for Affiliate membership by means of a letter from any Active or Honorary member to the Secretary of the Society. The name of the proposed Affiliate member shall be submitted for vote of acceptance by the Board of Directors at an annual or special meeting. An affirmative vote of four-fifths (4/5) of the Board of Directors shall constitute a valid election of the individual or corporate entity into the Affiliate membership classification with a ninety (90) day provisional status. During that provisional period, any Active member may submit a letter of challenge to the Secretary of the Society to request that the Provisional Affiliate member be subject to a vote by the Society membership. This vote must be carried out within the ninety (90) day provisional period and must have a four-fifths (4/5) vote of all members entitled to vote to overrule the acceptance and thus reject the application for Affiliate membership.

Upon election to Affiliate membership and upon payment of the annual dues as defined in Article V, Section 5, the Affiliate member shall be allowed attendance at all meetings of the Society, as well as business meetings, but without voting privileges. Affiliate members shall assume the full registration fee when attending annual meetings of the Society.

Upon payment of the entrance fee and annual dues, the Candidate member shall have the right to vote at all meetings of the membership. He shall not be eligible to hold office in the Society or serve in standing committees. Active, Honorary, Candidate and Affiliate members shall assume the full registration fee when attending annual meetings of the Society.

Article II

Resignation, suspension or expulsion of members

Section 1. Resignation. Any member may withdraw honorably from the Society, after fulfilling all financial obligations, by serving written notice of such intention to the Secretary.

Section 2. Suspension or Expulsion—Grounds for Action. A member of the Society may become subject to suspension or expulsion for any of the following reasons:

1. Violation of any provision of the Constitution or Bylaws of this Society.
2. Professional or personal conduct prejudicial to the best interest of this Society.
3. Failure to pay dues.
4. Upon four-fifths (4/5) vote of the Active and Life membership upon presentation of due cause at an annual or special meeting of the Society, a quorum being present.

Section 3. Suspension or Expulsion—Procedure. With exception of items 3 and/or 4, Section 2 of Article II of these Bylaws, suspension or expulsion proceedings shall be initiated only after a signed statement of specific charges by a member of the Society has been presented to the President of the Society. The President shall appoint a committee of three Active members of the Society to review the charges and make recommendations to the membership. The President shall fully apprise this committee of all pertinent information in his possession. On instruction by this special committee, a statement of said charges shall be sent by the Secretary by registered mail to the last recorded address of the member under charges at least fifteen (15) days before final action is to be taken thereon by the committee. This statement shall include a notice of the time and place of a meeting of the committee for the purpose of taking action on the matter. The defending member shall be given full opportunity to present a defense at the time and place so stated. The committee shall report the result of its investigation and deliberation and the action recommended to the members of the Society at an executive session thereof at the next annual meeting. The membership then will be called upon to support this action as indicated in item 5, Section 2, Article II of these Bylaws. Any disciplinary action shall be communicated to the affected member by the Secretary.

Section 4. Reinstatement. A suspended member may be reinstated only upon full correction of the circumstances attending suspension and by a three-fourths (3/4) affirmative vote for reinstatement by the Active and Life members at an annual meeting, a quorum being present.

Article III

Officers

Section 1. Officers. The officers of the Society shall be a President, Vice-President-Secretary and Treasurer.

Section 2. Terms of Office. The officers shall be elected biennially and shall serve until their successors have been elected or appointed.

Section 3. President. The President shall preside at the meetings of the membership of the Society. The President shall be a member ex-officio of all committees. He shall appoint as many committee, subcommittees or special committees as may be necessary to carry out the functions of the Society.

The President shall sign papers and documents as the Society shall direct. He shall approve all bills paid by the Secretary Treasurer.

The President shall set policy in order to fulfill the objectives of the Society.

The President shall establish a budget and expenditures as appropriate to the fulfillment of the objectives of the Society. These expenditures must be approved by the Board of Directors by a four fifths vote at the yearly meeting Special expenses may be approved by the President with the assent of the Treasurer .

The President shall receive notification of all written requests for the calling of Special Meetings of the membership, and all written specifications of charges for the suspension or expulsion of a member of the Society.

Section 4. Vice President/Secretary. The Vice President/Secretary shall perform the duties pertaining to that office. It shall be the duty of the Secretary-Treasurer to serve notice of and to attend all meetings of the Society, to keep a complete account of the business proceedings at all meetings, to conduct all correspondence generated by such proceedings (other than notification of newly elected Honorary members–see Section 4, Article I of these Bylaws), and to carry into execution all orders, decisions and resolutions not otherwise assigned or committed. The Vice President/Secretary shall notify the officers and members of the Society of their election and shall notify members of their appointment to committees.

Vice President/Secretary shall attend and record the proceedings of all meetings and shall prepare an annual report of the transactions and conditions of the Society.

The Vice President/Secretary shall have charge of all Society papers, books, archives and other property not covered elsewhere in these Bylaws.

The Vice President/Secretary shall keep a roster of the members of the Society together with such data with respect to these members as may be of interest to the membership.

In the event of unexpected absence or disability of the Vice President/Secretary, his/her duties are to be assumed by a Vice President/Secretary protempore appointed by the President.

In the absence of the President, Vice President/Secretary shall serve as the Presiding Officer of the Society. Vice President/Secretary shall assume the full authority and responsibility of the President in the event of the latter's death, incapacity, resignation or removal from office until a new President can be elected.

Section 5. Treasurer. The Treasurer of the Society shall collect and receive all dues and other funds accruing to the Society. The Treasurer shall be accountable, therefore, to the Society at such times as he/she shall be ordered to present a statement of accounts. The Treasurer shall keep proper books, records, and accounts which shall be open at all times for examination by the membership. The Treasurer shall deposit the funds of the Society in the Society's name and in such depositories as shall be designated or approved.

The accounts and funds shall be subject to audit when deemed necessary.

No funds shall be drawn from the treasury except for such purposes as shall have been duly authorized to provide for the successful management of the business of the Society. All bills paid by the Treasurer shall be approved by the President of the Society.

During the month of December, the Treasurer shall mail to each member a statement of his dues and assessments for the ensuing year ending December 31. During the month of March, he/she shall notify any members in arrears. If necessary, a third communication stating arrears shall be by registered mail on May 1. If payment in full is not received by May 31, or by thirty (30) days before the forthcoming meeting, the member shall be suspended automatically. The Treasurer will prepare a notification of suspension to the member in arrears. The notification of suspension will include copies of relevant correspondence previously mailed to the member by the Treasurer and a reference to this section of the Bylaws. A copy of the Treasurer notification, with its enclosures, will be mailed simultaneously to the President of the Society.

At the expiration of his/her term of office, the Treasurer shall deliver over to his successor all books, monies and other Society property which may have been in his custody.

All Officers and Directors shall at all times comply with the Conflict of Interest Policy of the Society.

Article IV

Meetings

Section 1. The Annual Meeting. The annual meeting of the membership of the Society shall be held at such times as the President may determine. Such meetings shall be for the purpose of the election of officers; the election of new members; for receiving the annual report of the officers and committees; for the presentation of scientific communications; and for the transaction of such other business as may properly come before the membership. All meeting notices shall set forth the place, date, time and purpose of the meeting.

Section 2. Order of Procedure. At the business session of the annual meeting, the order of procedure shall be as follows:

Reading of the minutes of the last Annual business meeting

Annual reports of the officers and standing committees.

Amendments to the Constitution and Bylaws.

Election of officers. (biennial)

Election of new members.

Unfinished and new business.

Adjournment.

Section 3. Special Meetings. Special meetings of the membership of the Society shall be called by the President upon the written request of five (5) Active members of the Society who shall specify in such request the particular business for which the said meeting is to be called. Notice for all special meetings shall be mailed/emailed or otherwise electronically communicated no less than fifteen (15) days before the time appointed for such meetings. Special meetings may include online voting for issues related to VASPS business, including membership votes, bylaws changes, and other business of the society. Approval by two-thirds (2/3) of those returning ballots within thirty (30) days will be required for the adoption of the initiative. Ballots sent to the membership must be returned to the Secretary/Vice President by mail, facsimile, email or other electronic method by not less than five percent (5%) of the Active Members in order for the vote to be valid. If the requisite number of ballots is not returned, the vote for that initiative shall take place during the next Annual Business Meeting.

Section 4. Quorum: Ten (10) percent of the Active Members registered at the meeting as of the day prior to the business meeting or five (5) percent of the Active and Life Active Members, whichever is less, shall constitute a quorum for the transaction of business at any meeting of the Society. Only Active members actually present shall be counted in determining whether a quorum exists and shall be entitled to vote.

Section 5. Voting. Voting may be by voice, by show of hands, or by rising except on the following issues, for which it will be by written secret ballot:

1. Election of officers
2. Election of members
3. Changes in the Constitution and Bylaws, and

Any action relating to disciplinary proceedings against a member of the Society

Article V

Dues and Fees

Section 1. The Fiscal Year. The fiscal year shall be from January first to December thirty-first.

Section 2. Dues. The amount of the annual dues shall be determined by vote of the membership. Active, Associate and Candidate members of the Society shall pay full dues. Resident dues are discounted to XXXX

Section 3. Payment of Dues. The annual dues are payable by the first day of March. No member shall be entitled to the rights and privileges of membership after he shall have been suspended for non-payment of the current dues. After such suspension, he shall not be eligible to hold any office or cast any vote in the affairs of the Society until formally reinstated.

Section 4. Affiliate Dues. The amount of the Affiliate member annual dues shall be determined from time to time by the Board of Directors. Affiliate dues shall initially be $ 5000.00 for corporate entities. Due are payable in full upon proclamation of membership after the ninety (90) day provisional period has ended, and by January 31 of each year thereafter.

Article VI

Elections

Biennially at the business session of the annual meeting of the membership of the Society, there shall be an election by ballot for the officers of the Society. A majority vote of a quorum present and voting shall be necessary to constitute an election.

Article VII

Parliamentary Authority

The current edition of Sturgis Standard Code of Parliamentary Procedure shall govern the organization in all parliamentary situations that are not specifically provided for in the Constitution and Bylaws.

Article VIII

Amendments

The Bylaws may be amended at the annual meetings of the membership of the Society or at special membership meetings called for that purpose. An amendment may be submitted by anyone of the following:

Any Active member or group of these members.

Proposed amendments shall be filed in writing with the Secretary of the Society so that a copy thereof can be sent to each Active, Associate or Life member not later than thirty (30) days before the annual meeting of the membership or a special meeting called for the purpose of acting thereon. The affirmative vote of three-fourths (3/4) of the Active, Associate or Life members present and voting, a quorum being present, shall be necessary for the adoption of an amendment to the Bylaws of the Society.

The Bylaws may also be amended by a majority vote of the Board of Directors of the Society.

ARTICLE IX

Board of Directors

Section 1. Composition. Members of the Board of Directors (the "Board") shall be elected at annual Board meetings for a term of three (3) years. Elections shall be staggered so that the Society shall not concurrently lose all of the experienced Directors at one time. All present and subsequent Directors and all present and subsequent Officers must maintain the status of individual members in good standing to continue in their respective positions. The number of Directors may be increased or decreased as determined by a majority vote of the Board at any meeting where a quorum is present, but in no event shall the number of Directors be less than three (3).

Section 2. Powers. The Board shall:

1. Exercise the full powers of the membership in the interim between meetings, except that the Board may not elect officers.

1. Report all of its activities to the general membership for the annual meeting, which activities shall be subject to ratification, modification or revocation; provided, however, that the Board shall exercise authority over, and manage business and financial affairs of, the Society, including the annual establishment of dues for various categories of membership.

1. Perform such other duties as are provided for in these Bylaws.

1. Exercise final authority over the budget, expenditures and financial affairs of the Society. A four fifths vote is necessary to approve the budget and other expenditures recommended by the President

Section 3. Meetings of the Board.

1. Annual Meeting. The Board shall hold its annual meeting annually.

1. Additional Meetings. General and special meetings of the Board shall be held as deemed necessary by the Board for the purpose of conducting business to accomplish the mission of the Society. Notice of such meetings shall be made prior to the meeting by email, phone, facsimile or mail given not less than ten (10) nor more than sixty (60) days before the meeting.

1. Place of Meetings. The Board may hold its regular and special meetings at such place within or without the Commonwealth of Virginia as determined by the Board. In the absence of such determination, regular and special meetings of the Board shall be held at the principal business office of the Society.

Section 4. Committees of the Board. The Board may create committees from the membership of the Board of the Society to act upon specific matters when necessary.

Section 5. Presiding Officer. The President shall serve as Presiding Officer of the meetings of the Board.

Section 6. Quorum. Fifty percent (50%) of the voting members of the Board shall constitute a quorum.

Section 7. Voting. Each member of the Board shall have one vote. All questions shall be determined by the affirmative vote of not less than a majority of those voting, except as otherwise provided by these Bylaws.

Section 8. Election.

1. Directors shall be elected at the annual meeting of the Board. Nominations at the meeting shall be permitted, but no member shall be nominated without the nominee's consent to serve.

1. The candidate(s) receiving the greatest number of votes shall be declared elected. Newly elected Directors shall assume their duties on the first day of the month following the election.

Section 9. Resignation/Removal. At any special meeting called for the purpose, a Director may, by vote of a majority of the Directors, be removed from office, with or without cause, and another may be elected in the place of the Director so removed to serve for the remainder of the term.

Section 10. Compensation. Members of the Board shall receive no compensation for their services but may, by resolution of the Board, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the Society.