PSRC Bylaws
ARTICLE
I - NAME
The name of this not-for-profit Corporation shall be
the Plastic Surgery Research Council.
ARTICLE II - PURPOSE
The purpose of this corporation shall be to stimulate fundamental
research in Plastic Surgery. No part of the net earnings of
The Council shall inure to the benefit of, or be distributable
to its members, trustees, officers, or other private persons,
except that The Council shall be authorized and empowered to
pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the Council’s
basic purpose.
No substantial part of the activities of The
Council shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and The Council shall
not participate in, or intervene in (including the publishing
or distributing of statements) any political campaign on behalf
of any candidate for public office.
Notwithstanding any other
provision of these By-Laws, The Council shall not carry on
any other activities not permitted to be carried on
(a) by a corporation exempt from Federal income
tax under section 501(c)(3) of the Internal Revenue Code of 1954
(or the corresponding provision of any future United States Internal
Revenue Law) or
(b) by a corporation, contributions to which
are deductible under Section 170 (c)(2) of the Internal Revenue
Code of 1954 (or the corresponding provision of any future United
States Internal Revenue Law).
ARTICLE III - MEMBERSHIP
Section
1. Categories of Membership
Membership shall be restricted to those who are engaged in fundamental
research applicable to Plastic Surgery as demonstrated by published
works of merit. There shall be five categories of members.
1. Active: These shall be qualified Plastic Surgeons under the
age of 50 who have completed an approved residency in Plastic
Surgery prior to application for membership. Active Members have
the power to vote on issues concerning the Council. They shall
be required to pay dues.
2. Associate: These shall be individuals without qualification
for Active or Senior membership but whose contributions make
their inclusion in the Council desirable. They shall be required
to pay dues. They shall have no voting privileges.
3. Senior and Senior associates:
Active and Associate Members will progress to Senior and Senior
Associate Membership at the end of the Business Meeting during
the year in which they are 50 on January 1. They will remain
in this category of membership until 65 years of age or are retired
from practice. They will be required to pay dues. They shall
have no voting privileges.
4. Resident: Resident Members are plastic surgery Residents and
Fellows who have attended at least one meeting and completed
the resident member application process. Resident members may
not attend the business meeting. They may retain this category
of membership as long as they remain in the practice of Plastic
Surgery until they are elected to Active Membership. They shall
be required to pay dues. They shall have no voting privileges.
5. Senior Emeritus: Senior and Senior Associate Members will
progress to Senior Emeritus status when they become 65 years
of age or are retired from practice. This conversion will take
effect at the end of the Business Meeting during the year they
are 65 years of age or are retired from practice. They shall
pay no dues. They shall have no voting privileges.
Section 2. Election
to Membership
1. Applicants for membership must be sponsored by one member
of The Council. Application forms may be downloaded from the
PSRC website. Candidates are responsible for submitting their
applications, with a letter of support from their sponsor, to
the Executive Office at least thirty days prior to the Executive
Committee Meeting held each year in conjunction with the Annual
Meeting to allow for screening by the Executive Committee. There
is no application fee.
2. Applicants for membership must have attended one meeting of
The Council prior to election to membership.
3. Election to Active or Associate Membership requires a 3/4
vote of approval of Active Members present and voting.
Section 3. Dues, Fees and Other Charges
1. The
Fiscal Reporting Period. The fiscal year is defined for The Council
as the period between January 1st and December 31st.
2. Amount of Dues. The amount to be charged for each membership
level will be based on the total number of paying members and
the overall income required to offset operating expenses. A sliding
dues scale will be used to set a lower rate for Resident Members
and higher rates for Active and Associate Members.
3. Payment of Dues. Annual dues invoices will be mailed within
the month following the Annual Meeting. Follow-up reminders will
be sent by email 30, 60 and 90 days after the invoice mailing.
4. Penalty for non-payment. Membership is contingent upon PSRC
receiving full payment of annual dues. Members whose dues remain
delinquent beyond six months may be terminated administratively
and will receive written notice from the Secretary-Treasurer.
ARTICLE IV - RESIGNATION,
SUSPENSION, EXPULSION
Section 1: Resignation. A member may withdraw
from membership after fulfilling all financial obligations and
giving written notice of intention to the Secretary-Treasurer.
Section 2: Suspensions and Expulsions. Members
may be suspended or terminated from membership for just cause
(e.g. unethical practice). Complaints shall be received and investigated
by the Executive Committee which shall provide the member with
notice of the charges and the hearing date, at which the member
shall have the opportunity to be heard, to present testimony
and other evidence, and to be represented. If a member is found
guilty of the charge(s), the penalty imposed on the member in
question by the Executive Committee shall take effect immediately.
Without delaying the imposition of the penalty, the member may
appeal to the voting membership present at the next Annual Business
Meeting according to procedures determined by the Executive Committee
to be procedurally fair yet minimally disruptive to the Meeting.
ARTICLE V - LEADERSHIP
Section
1: Executive Committee. Only Active Members of The
Council are eligible for election to an office with the exception
of the Historian. The following officers will serve in the capacity
of corporate directors and as an Executive Committee, each with
one vote:
1. Chair: The Chair shall conduct the affairs of the Council
during a one year term of office. The Chair will host the Scientific
Meeting and assumes financial responsibility for expenses in
excess of the budget approved by the Executive Committee. The
Chair will chair the Executive Committee and fulfill all other
responsibilities necessary for the operation of the organization.
2. Chair-Elect:
The Chair-Elect shall serve a one year term of office and shall
serve as Scientific Program Chair of the meeting during the year
proceeding his or her term as Chair. The Chair-Elect will act
as Chair, should the Chair be unable to fulfill any expected
functions.
3. Secretary-Treasurer: The Secretary-Treasurer shall manage
the communication and financial affairs of the Council for a
single three-year term. The Secretary-Treasurer will act as Chair
should the Chair and Chair-Elect both be unable to fulfill any
expected functions.
4. Immediate Past Chair: The Immediate Past Chair will serve
as a voting member of the Executive Committee, and will chair
the Development Committee.
5. Parliamentarian:
The Parliamentarian shall advise the Chair regarding matters
of order and will chair the Bylaws Committee. The Parliamentarian
shall be elected for a two-year term by Active Voting Members
at the Business Meeting.
6. Historian: The Historian may be a senior member who has previously
served on the Executive Committee. The Historian will be elected
by the membership for a five-year term and may be re-elected
for one or more additional terms. The Historian will have voting
privileges on the Executive Committee. 7. Endowment
Chair: The Endowment Chair shall be a former member of the Executive
Committee and shall manage the PSRC Endowment Fund, serving at
the direction of the Executive Committee for a period of time
designated by the Executive Committee. The Endowment Chair will
have voting privileges on the Executive Committee.
8. Past Presidents/Trustees: Each Past President shall serve
as a non-voting Trustee for the two years following their Immediate
Past President position on the Executive Committee.
9. European and Asian Liaisons: The Executive Committee shall
name one member from Europe and one member from Asia to serve
as liaison members of the Executive Committee for an indefinite
period. The Liaison members will not have voting privileges..
Section 2: Duties of Executive Committee. The
aforementioned officers shall constitute the Executive Committee
to serve the Chair in whatever capacity is required. The Executive
Committee shall also serve as the Board of Directors. The Executive
Committee shall have the power to fill any vacancy on the Executive
Committee to serve out the remaining term of office of any officer
who vacates his or her office.
Section 3: Standing Committees. The
Standing Committees of the Council are Executive, Bylaws, Membership
and Development
1. Executive Committee: described in detail
in Sections 1 and 2.
2. Bylaws Committee: will be chaired by
the Parliamentarian and will be comprised of two Senior and two
Active Members designated by the Chair-Elect.
3. Membership Committee: will be comprised of a chair, two Senior and two Active Members,
all designated by the Chair-Elect. The Membership Committee shall
obtain and review the applications and credentials of all individuals
to be considered for membership, and shall present them to the
membership for vote. In addition, the Membership committee will
be charged with developing recruitment strategies for new members,
and making these recommendations to the Executive Council prior
to implementation.
4. Development Committee: will be chaired
by the Immediate Past Chair and will appoint remaining members
of the Committee. The Development Committee shall be responsible
for the development of positive relationships with industry to
the mutual benefit of the Society, the foundation and the corporate
entities involved.
Section 4: Representatives. Members shall be elected or nominated by a vote of active members
at the Annual Business Meeting to serve as PSRC representatives
to the following organizations.
Three year terms:
• PSF Academic Advisory
Council
• ASPS/PSF - Board Seat, Voting Nominees
• ACS
- Plastic and Maxillofacial Council
• Association for Academic
Surgery
Two year term:
• AAMC - Council of Academic Societies
Annual Nominations:
• ABPS – three Representatives
nominated
In addition, the Executive Committee will appoint
a representative to the PSF Research Oversight Committee (preferably
a member of the Executive Committee itself), for a three year
term.
ARTICLE VI - MEETINGS
Section
1: Executive Committee Meetings. Meetings
of the Executive Committee will be held at the discretion of the
Chair.
Section 2: Scientific
Meeting. Scientific Meetings shall
be held once per year, and shall be at least two days duration,
held at a location to be decided each year by the membership
and at a time selected by the hosting Chair.
Section
3: Business Meeting. There shall be at least one Annual
Business Meeting of the Council each year.
Section 4: Voting. For purposes
of voting at the Annual Meeting, a quorum shall be defined as
20% of current Active Members.
ARTICLE VII – CHANGES
AND AMENDMENTS
Changes and amendments to these Bylaws shall be submitted in
writing to the Secretary-Treasurer and reviewed by the Executive
Committee. Changes and amendments will be circulated to the Active
Membership one month prior to the Annual Business Meeting. An
affirmative vote of 51% of the Active Members present and voting
at the Annual Business Meeting is required for passage.
ARTICLE
VIII - INDEMNIFICATION PROVISIONS
The Council shall indemnify, to the fullest extent permitted
by law, every past and present officer, director, staff, and
committee member of the Council. This indemnification shall be
against expenses actually and necessarily incurred in connection
with defense or settlement of any action, suit, or proceeding
to which any of them is made a party as a result of having served
in any of the foregoing capacities. This indemnification shall
not apply to matters in which the individual is judged liable
for willful misconduct and to matters as shall be settled by
agreement predicated upon the existence of such liability.
The term expenses shall include: attorney fees,
court costs, costs of investigation, cost of preparation for
and attendance at trials, the amounts of judgments, fines, and
penalties, amounts paid at settlement (unless paid to the Council),
and other expenses necessarily and reasonably incurred in connection
with the defense or settlement of any action or proceeding.
The foregoing right of indemnification shall
be exclusive of any other rights to which the parties may be
entitled. This indemnification shall be in addition to any other
power or right of the Council to indemnify its officers, directors,
staff, and committee members. The Council may purchase insurance
against any liability incurred as the result of the first paragraph
of this Article.
ARTICLE IX - DISSOLUTION
In the event of dissolution
or final liquidation of the Society, all assets remaining after
payment of obligations shall be distributed to one or more regularly
organized and qualified charitable, educational, scientific,
or philanthropic organizations to be selected by the Executive
Committee.
Last update:
April 2011
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