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