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
corporation shall inure to the benefit of, or be distributable
to its members, trustees, officers, or other private persons,
except that the corporation 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 corporation shall be the carrying on of propaganda,
or otherwise attempting to influence legislation, and the corporation
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 articles, the corporation 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 four 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. The Active Membership of the Council shall serve as
the Membership Committee.
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 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 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.
5. Senior Emeritus: Senior and Senior associates will progress
to Senior Emeritus status when they become 65 years of age or
are retired from practice This will 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 have no
dues. They shall have no voting privileges.
Section 2. Election
to Membership
1. Candidates for membership must be sponsored
by one member of the Council. Application forms are available
on the PSRC website or from the Executive Office. Candidates
are responsible for submitting their applications, with a letter
of support from their sponsor, to the Executive Office 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.
2. Candidates for membership must
have attended one meeting of the Council prior to election to
membership, which may include the meeting during which the application
is made.
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 this
organization as the period between January 1st and December 31st
of any given year.
2. Establishment of Dues. The amount to be
charged for the different membership levels 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 mailed 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 maybe terminated and will receive
written notice from the Secretary-Treasurer.
ARTICLE IV - RESIGNATION,
SUSPENSION, EXPULSION
Section 1. A member may withdraw from membership
after fulfilling all financial obligations and giving written
notice of intention to the Secretary-Treasurer.
Section 2. Names
of Active Members who miss three consecutive Scientific Meetings
of the Council without sufficient reason (submitted in writing
to the Secretary-Treasurer) shall be presented to the Executive
Committee of the Council. The Executive Committee shall act on
the membership of such individuals at its discretion, including
possible expulsion of the members.
Section 3. Members may be
suspended from membership for just cause (e.g. unethical practice)
upon recommendation of the Executive Committee and 3/4 confirmation
of the voting membership. If necessary, the Executive Committee
will act as Judicial Council.
ARTICLE V - LEADERSHIP
Section
1. 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:
1. Chair: The Chair shall conduct
the affairs of the Council during a oneyear 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 direct the Executive
Committee and fulfill all other responsibilities.
2. Chair-Elect:
The Chair-Elect shall serve as Program Chair of the Scientific
Meeting during the year proceeding the 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.
Section 2. 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. The Standing Committees of the Council
are Bylaws and Development. The Bylaws Committee will be chaired
by the Parliamentarian and will be comprised of two Senior and
two Active Members designated by the Chair-Elect. The Immediate
Past Chair will chair the Development Committee and will appoint
remaining members of the Committee.
ARTICLE VI - MEETINGS
Section
1. There shall be one Scientific Meeting of the Council each
year. There shall be at least one Business Meeting of the Council
each year. Additional meetings of the Executive Committee will
be held at the discretion of the Chair.
Section 2. Scientific
Meetings shall be of 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. All invitations to host the Annual Scientific Meeting must
be submitted in writing to the Secretary-Treasurer sixty days
in advance of the Annual Meeting in order to permit distribution
to the membership.
Section 4. A quorum shall be defined as 30
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 _ 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 full 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.
Last update:
August 2009
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