ARTICLE ONE – Introduction
Definition of Bylaws
1.01 These Bylaws constitute the code of rules adopted by the Plastic Surgery Administrative Association, Inc. dba American Society for Plastic Surgery Administrators for the regulation and management of its affairs.
Purposes and Powers
1.02 This Corporation will have the purposes or powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by the Non Profit Corporation Law of 1972 of the Commonwealth of Pennsylvania, or any successor legislation.
The primary purpose of this Corporation is:
1. To further the efficiency of the professional offices where the members are employed.
2. To manage a more professional office.
3. To better serve the plastic surgeons, supporting staff, and patients for whom members work.
4. To conduct educational and training programs and to assist and direct the plastic surgery community at large.
5. To encourage individual participation for personal and professional growth.
ARTICLE TWO – Offices and Agency
Principal and Branch Offices
2.01 The executive office of the corporation will be the address of the current contracted Administrative Group.
Location of Registered Office
2.02 The location of the registered office of this Corporation is stated in the Articles of Incorporation. Such office will be continually maintained in the Commonwealth of Pennsylvania for the duration of this Corporation. The Executive Board may from time to time change the address of its registered office by duly adopted resolution and amend its Articles or file the appropriate statement with the Department of State.
ARTICLE THREE – Membership
Definition of Membership
The Members of this Corporation are those persons having membership rights in accordance with the provision of these Bylaws.
Classes of Members
3.02 This Corporation will have six classes of members designated: Charter, Active, Sustaining, Honorary, Corporate, and Corresponding. Certificates of membership in such classes will be issued by the Corporation. The classes are described as follows:
Charter Members: Charter members are those who are duly recorded in the minutes of the organization of the first official meeting which was held in the city of Virginia Beach, Virginia, on August 22, 1975. No other Charter members will be added.
Active Members: All active members shall be regularly employed by offices of clinics in plastic surgery. This class of membership shall be made up initially of the Charter Members. Active members shall be admitted only upon invitation of this Corporation. Active members shall pay dues and enjoy all the privileges of the Corporation. Active members in good standing shall be eligible to hold office, chair committees and vote at all meetings.
Honorary Members: Honorary Membership may be conferred upon plastic surgeons or administrative personnel, regardless of their nationality, which the Association desire to honor because of the achievements and contribution to this organization. Names for this class of membership may be presented to the Executive Board by any member. Honorary Membership will be granted to those individuals receiving a majority vote by the Executive Board. Voting will be by closed ballot. Honorary members shall enjoy all the privileges of the Corporation except the right to hold office, chair a committee and vote. Honorary members shall not pay dues.
Sustaining Member: A Sustaining member shall be one who has been an active member at least three consecutive years and has left the field of plastic surgery, but has not gone into another field of employment. A sustaining member shall not hold office or chair a committee. They shall not vote and shall pay active member dues. The privilege of sustaining membership shall be forfeited if not renewed annually in accord with the Bylaws.
Corporate Members: Corporate membership shall be conferred upon those individuals or corporations whose business relate directly or indirectly to Plastic Surgery as defined in the Bylaws and who share the common goals of the Plastic Surgery Administration Association, Inc. Corporate members shall pay annual dues and other assessments at a rate determined by the Executive Board. The privilege of corporate membership shall be forfeited if not renewed annually in accord with the Bylaws.
Corresponding Members: Corresponding Membership may be conferred on a plastic surgery administrator who resides outside of the United States or Canada. The administrator’s employer must be a corresponding member of the American Society of Plastic Surgeons, Inc. and / or the American Society for Aesthetic Plastic Surgery, Inc. Corresponding members shall pay annual dues determined by the Executive Board. They shall not vote, hold office, or chair a committee.
Additional Classes: Other classes of membership may be added as the growth and development needs of this Corporation become manifest, but these shall not be voting members.
Qualifications of Active Members
3.03 The Qualifications and rights of the members of the membership classes of this Corporation are as follows:
1. All Active Members shall be regularly employed as administrative personnel in offices, clinics, university departments or related offices by Board Certified or Board Eligible Plastic Surgeons as designated by the American Board of Plastic Surgery, Inc., or Active Members in the American Society of Plastic Surgeons, Inc.
2. All memberships shall be at the invitation of the Corporation, and the qualifications and application shall be reviewed by the membership committee.
3. The annual dues payable to the Corporation will be in such amounts as determined by the Executive Board, based on recommendations of the Budget and Finance Committee.
Membership Dues
3.04
a. Annual dues payable to the Corporation by members will be in such amounts as may be determined from time to time by the Executive Board based on the recommendations of the Budget and Finance Committee. Honorary members shall not pay dues. The first annual dues will be payable and submitted in full with the application for membership. Future annual dues will be payable no later than January 15th of each year.
b. Annual dues are considered delinquent January 15th of each year. Any members whose dues remain unpaid after that time shall be removed from the roster. They may be reinstated in accord with Section 3.13 of the Bylaws.
c. Delinquent members also relinquish their eligibility for holding office as well as serving on any committees they may have been appointed to.
d. An initiation fee of $10.00 shall be assessed to new members or delinquent members who wish to reinstate membership.
Assessments
3.05 Membership in this Corporation will be non-assessable.
Place of Members Meetings
3.06 Meetings of members will be held at the registered office of this Corporation in the Commonwealth of Pennsylvania or at any other place within or without the Commonwealth as provided.
Annual Members Meetings
3.07 The Annual Meeting of the membership shall be held in conjunction with the Annual Meeting of the American Society of Plastic Surgeons. The purpose of each Annual Meeting will be to elect Officers and Trustees and to conduct business as may be necessary to perpetuate the purposes of the Corporation and for the transaction of such other business as may properly come before the meeting.
Special Members Meetings
3.08 Special meetings of the members may be called by any of the following:
1. Executive Board.
2. Members having at least thirty percent (30%) of the votes which all members are entitled to cast at such meeting.
Notice of Members Meetings
3.09 Written or printed notice, stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered not less than sixty days before the date of the members meetings, either personally by first class mail, or by telegram, to each member entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States mail, addressed to the member at his / her address as it appears on the records of the Corporation, with postage prepaid.
Voting Rights of Members
3.10 Each member of the Charter and Active class of membership will be entitled to one vote on each matter submitted to a vote of members.
Quorum
3.11 A quorum shall constitute one-third of the members attending the Annual Meeting and eligible to vote.
Transferability of Membership
3.12 Membership of this Corporation shall be transferred at the request of the employer of any member who has resigned.
Termination of Membership
3.13 Membership will terminate in this Corporation on any of the following events, and for no other reason:
1. Receipt by the Executive Board of the written resignation of a member, executed by such member of his duly authorized attorney-in-fact.
2. The death of a member.
3. The failure of a member to pay annual dues on or before their due date.
4. For cause inconsistent with membership, after notice, trial and conviction.
5. No longer employed by plastic surgeons as described.
A member may be reinstated by payment of delinquent dues and a $10.00 reinstatement fee, or by adoption of a formal resolution by the Executive Board if the cause for termination outlined in item 4 above has been resolved.
ARTICLE FOUR – Executive Board
Definition of Executive Board
4.01 The Executive Board is that group of persons vested with the management of the business and affairs of this Corporation subject to these Bylaws.
4.02 The Executive Board of this Corporation shall consist of twelve (12) members as follows: The President, President-Elect, Vice President, Secretary, Treasurer, four (4) members elected from the membership (sometimes referred to as Trustees), Historian, the Immediate Past President and the Parliamentarian.
Vacancies on the Executive Board
4.03 Any vacancy occurring on the Executive Board (with the exception of the President-Elect) may be filled by appointment by the President until the subsequent Annual Meeting when it will be filled by election for the unexpired portion of the term, if any. The new Officer so elected to fill the vacancy will serve for the unexpired term of the predecessor in office. If the balance of the term is greater than six months the new Officer will not be eligible to be elected to this office again. Should the position of President become available the President-Elect shall fill that vacancy followed by the Vice President.
Place of the Executive Board Meetings
4.04 Meetings of the Executive Board, annual or special, will be held at the registered office of this Corporation or at any other place within or without the Commonwealth of Pennsylvania, as provided, or such place or places as the Executive Board designates by resolution duly adopted; provided, however, that the Annual Meeting of the Executive Board shall be held at or about the time and place designated for the Annual Meeting of the members. This provision of the Bylaws constitutes notice to all Executive Board Members of annual meetings for all years and instances, and no further notice be required although such notice may be given.
Notice of Special Executive Board Meetings
4.05 Special Meetings may be called by the President or a majority of the Executive Board members, or upon the written request of thirty percent (30%) of the members of the Corporation. The purpose of the meetings shall be stated in the call, and at least thirty (30) days notice shall be given.
Executive Board Meetings
4.06
a. Post-Convention Executive Board Meeting shall be held immediately following the close of the scientific sessions on the last day of the Annual Meeting at a time and place designated by the President. Members attending this meeting shall be the elected and appointed Officers and Committee Chairpersons for the current and previous year.
b. The Interim Executive Board Meeting shall be held at a time and place designated by the President. Members attending this meeting will be the elected Officers, Parliamentarian, Historian, the Convention Chairperson and the Education Chairperson. The Convention Chairperson and Education Chairperson for the next year, as well as anyone deemed necessary shall be invited to attend at her / his own expense.
c. The Pre-Convention Executive Board Meeting shall be held before the Annual Meeting in the city of the meeting. In addition to those attending the Interim Executive Board Meeting, the Convention Chairperson, Education Chairperson, as well as all current Committee Chairpersons, shall be invited to attend at their own expense.
Waiver of Notice
4.07 Attendance of an Executive Board member at any meeting of the Executive Board will constitute a waiver of notice of such meeting except where such Executive Board member attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Quorum of Executive Board
4.08 A majority of the Executive Board Members will constitute a quorum; provided, that in no event will a quorum consist of less than one-third (1/3) of the whole Executive Board. The act of majority of the Executive Board present at a meeting at which a quorum is present will be the act of the Executive Board unless a greater number is required under the provisions of the Nonprofit Corporation Law of 1972, the Articles of Incorporation of this Corporation, or any provision of these Bylaws.
ARTICLE FIVE – Council of Past Presidents
5.01 The Council of Past Presidents shall consist of all Active Past Presidents.
The Immediate Past President shall serve as Chairperson for the ensuing year. The Parliamentarian shall be an ex-officio member of the Council of Past Presidents without a vote.
5.02 The Council of Past Presidents shall meet as often as the interest of the Association requires. A quorum shall be three (3) members with absentee members being polled for voting in writing.
5.03 The duties of the Council of Past Presidents will be of an advisory nature only. It shall provide advice and assistance to the President and Officers upon request.
5.04 The Council of Past Presidents shall appoint Physician / Advisors with the approval of the Executive Board.
ARTICLE SIX – Officers
6.01 The Officers of this Corporation will consist of:
1. The President, Vice President, President-Elect and Immediate Past President shall serve a one (1) year term. They may succeed themselves for one (1) additional one (1) year term.
2. The Secretary whose term shall be for two (2) years and the Treasurer whose term shall be for two (2) years, one (1) being elected on alternate years. They may succeed themselves for one (1) additional two (2) year term.
3. The Parliamentarian shall be appointed by the President to serve during his / her term of office.
4. The Historian shall be appointed by the President to serve during his / her term of office.
5. Four (4) Trustees shall be elected: one (1) from each geographical region. If none is available in a region, a member at large may be elected. Two (2) being elected on alternate years. No Trustee shall serve more than two (2) consecutive years.
Selection of Officers
6.02 Each of the Officers of this Corporation, except the Parliamentarian and Historian, will be elected by the Active and Charter Members at the Annual Meeting.
Eligibility
6.03 Eligibility requirements for all elected officers as follows:
1. Must be an Active member for the past three (3) consecutive years.
2. Must have served on one (1) or more committees during that period or have been Historian or Trustee. The Treasurer must have served on the Budget and Finance Committee for one (1) year during that period.
3. Must have attended at least two (2) Annual Meetings.
4. Must be proficient in the requirements of the office.
President
6.04 The President will be the Chief Executive Officer of this Corporation and will, subject to the control of the Executive Board, supervise and control the affairs of the Corporation. The President will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Executive Board. The President will serve as Chairperson of the Executive Board and will preside at all meetings of the Corporation.
In addition, the President:
1. Shall be an ex-officio member of all committees except the Nominating Committee.
2. Shall, subject to the approval of the Executive Board, appoint as many committees as are necessary to carry out the purpose of the Corporation.
3. Shall countersign all warrants and checks with the Treasurer.
4. Shall see that all orders and resolutions of the Executive Board are put into effect.
5. Shall fill vacancies occurring in non-elected offices, with the approval of the Executive Board.
6. Shall remove from office, with the approval of the Executive Board, any elected or appointed Officer or Committee Chairperson, who for any just cause shall become ineligible to hold office or appointment, with written notice thereof to be submitted to the Officer or Committee Chairperson in question.
7. Shall preside over the election of Officers at the Annual Meeting. The President may however appoint someone other than himself / herself to conduct said election.
President-Elect
6.05
a. In the absence of the President, the President-Elect will perform all duties and exercise all powers of the President. Should the President be unable to act or the position become vacant, the President-Elect shall fill the position of President until the end of the said term. The President-Elect shall assist the President and the Vice President in their duties throughout the year. He / she shall assume the office of President at the close of the Annual Meeting.
b. The President-Elect shall appoint the Standing Committee Chairpersons by the time of the Annual Meeting, having previously secured each individual’s consent to serve and subject to the approval of the Executive Board.
c. The President-Elect shall become acquainted with the duties evolving upon the President and all other offices and be familiar with the duties of each Chairperson and Committee.
d. The President-Elect shall serve as a member of the Education and Budget and Finance Committee.
e. In case of vacancy in the office of President-Elect, the Nominating Committee shall propose a person for this office. The nominee must have been a member of the Executive Board for at least one (1) year previously and will be voted upon by the Active Members.
f. The President-Elect shall serve as Strategic Planning Committee Chairperson.
Vice President
6.06
a. The Vice president will perform such duties as may be prescribed from time to time by the Executive Board and shall assist the President throughout the year. The Vice President will perform all duties and exercise all powers of the President in the absence of the President and the President-Elect, and shall succeed to the office of President in case of vacancy of both President and President-Elect positions.
b. The Vice President shall serve as a member of the Education Committee.
c. The Vice President shall serve as Membership Committee Chairperson.
d. The Vice President shall be a member of the Bylaws Committee.
Secretary
6.07 The Secretary will attend and keep minutes of all meeting of members and of the Executive Board. He / she will be custodian of the corporate records and give all notices as are required by law or by these Bylaws, and generally will perform all duties incident to the office of Secretary and such duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Executive Board.
Treasurer
6.08 The Treasurer will be bonded and have charge and custody of all funds and securities of this Corporation, will deposit the funds as required by the Executive Board, will keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, will render reports and accountings to the Executive Board and members as required. He / she will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Executive Board.
1. The Treasurer shall keep full and accurate accounts, and maintain a double entry bookkeeping system of all receipts and disbursements in the books belonging to the Corporation which shall be open at all times to the Executive Board.
2. The Treasurer shall deposit and credit all monies in the name of the Corporation in a National Bank.
3. The Treasurer shall sign all warrants and checks which bear the Corporation name, countersigned by the President, for all disbursements.
4. The Treasurer shall make a financial report to the Executive Board with copies to all Officers at the Pre-convention and Interim Executive Board Meetings.
5. The Treasurer shall close the books within two (2) weeks following the annual Meeting. The books shall be examined within thirty (30) days of the closing of the books by a Public Accountant.
6. The Treasurer shall give all Committee Chairpersons and Officers a copy of the fiscal year budget, noting the amount of money allotted for the use of that Committee and / or Officer.
7. The Treasurer shall prepare for the Nominating Committee a complete list of the eligible members for nomination to the slate of Officer and other elective offices.
Trustees
6.09 The Trustees shall be members of the Membership Committee assisting the Vice President in the section of the country from which they were elected. A Trustee is elected for a two (2) year term, by the members attending the Annual Meeting in the Fall. To be able to serve a second term, a Trustee must relinquish the position for one (1) Full term to another member.
Parliamentarian
6.10 The Parliamentarian shall serve as advisor on all points of parliamentary procedure to the President, Executive Board and members, adhering to Robert’s rules of Order, Newly Revised. The Parliamentarian will attend all Executive Board meetings without the right to vote and shall be entitled to receive the same notices of meetings as a regular Officer.
Historian
6.11 The Historian, appointed by the President, shall prepare a narrative account of the activities of the Corporation which will become a permanent part of this Corporation’s official history.
Immediate Past President
6.12 The Immediate Past President is an assumed position and will assist the newly elected President as needed and other duties as listed in the Policy and Procedures Manual.
In addition, the Immediate Past President:
1. Shall coordinate the exhibit booth and serve as official representative at the Annual Meeting of the ASPS held in the Fall.
2. Shall coordinate the exhibit booth at the Annual Meeting of ASAPS held in the Spring.
3. Shall serve as Chairperson of the Nominating Committee.
4. Shall be responsible for the Installation Service following the last business session at the Annual Meeting.
5. Shall serve as Chairperson of the Council of Past Presidents.
Transfer of Records
6.13 The newly elected Officers and appointed Committee Chairpersons shall assume their position and duties at the close of the Annual Meeting.
6.14 All Officers and Committee Chairpersons shall deliver to their successors all materials pertaining to their office within thirty (30) days from the close of the Annual Meeting.
ARTICLE SEVEN – Information Action
Waiver of Notice
7.01 Whenever any notice is required to be given under the provisions of the Nonprofit Corporation Law of 1972, the Articles of Incorporation of the Corporation, or these Bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notices. Such waiver must, in the case of a special meeting of members, specify the general nature of the business to be transacted.
Action by Consent
7.02 Any action required by law or under the Articles of Incorporation of this Corporation or these Bylaws, or any action which otherwise may be taken at a meeting of either the Members or the Executive Board may be taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent, or all officers in office and filed with the Secretary of the Corporation.
ARTICLE EIGHT – Committees
Definitions of Committees
8.01 The Committees of the Corporation shall be Standing and Special Committees and shall promote the activities and purposes of the Association as follows:
1. All Committee Chairpersons shall be appointed by the President, with the exception of the Nominating Committee Chairperson, the Strategic Planning Committee Chairperson, the Membership Committee Chairperson, and the Budget and Finance committee Chairperson.
2. All committee action shall be subject to the approval of the Executive Board.
3. Each committee Chairperson shall summarize the yearly actions and recommendations of their committee and submit a written report to the President and file a copy of their records for the ensuing Chairperson. This written report shall be submitted to the President at least fifteen (15) days prior to the Annual Meeting.
4. A majority of the members of any committee shall constitute a quorum.
5. No committee meeting shall be considered valid unless all members of that committee have been notified.
6. Appointment shall be for one (1) year or more unless the member should resign or be replaced for any reason.
7. Committee chairpersons shall deliver to their successors within thirty (30) days following the Annual Meeting, their files containing all material pertaining to the work of that committee and shall report delivery of same to the President.
Standing Committees
8.02 Standing Committees of the Corporation are as follows:
1. Budget and Finance
2. Bylaws
3. Communications
4. Convention
5. Credentials
6. Development
7. Education
8. Executive
9. Hospitality and Welcoming
10. Membership
11. Nominating
12. Publication
13. Roster
14. Strategic Planning
Special Committees
8.03 The President shall appoint, with the approval of the Executive Board, special committees as necessary.
Committee Duties
8.04 Duties of the committees are as follows:
1. Budget and Finance Committee
a. Shall consist of five (5) members including the Immediate Past President, the Treasurer, the President, and two (2) members-at-large to be appointed by the President.
b. Shall submit an annual budget for the guidance of the Executive Board.
c. Shall act in an advisory capacity and give counsel on financial matters affecting the Corporation.
2. Bylaws Committee
a. Shall consist of at least three (3) members in addition to the Vice President, appointed by the President.
b. Shall make a study of the Bylaws and the Policy and Procedure Manual and make recommendations for amendments.
c. Shall be responsible for publishing updated Bylaws and Policy and Procedure Manual.
d. The Parliamentarian shall be an ex-officio member of this committee.
3. Communications Committee
a. Shall consist of three (3) Active Members. The Chairperson to be appointed by the President.
b. Shall be responsible for developing quality presentation materials for members to use when representing PSAA at regional, state, etc., meeting.
c. Shall be responsible for overseeing the development and maintenance of the web page.
4. Convention Committee
a. The Chairperson of this committee shall be named from the state, if possible, where the Annual Meeting is to be held.
b. Shall have the responsibility of the physical arrangements for the Annual Meeting.
c. Shall have been a member of PSAA for at least two (2) consecutive years, and attended two (2) Annual Meetings.
d. Shall consist of at least five (5) members to be appointed by the President.
5. Credentials Committee
a. Shall consist of at least three (3) members to be appointed by the President.
b. Shall prepare a list of members entitled to vote at the Annual Meeting.
c. Shall assist at registration at the Annual Meeting and provide identification to those entitled to vote.
d. At each business session or the Annual Meeting, the Chairperson shall confirm to the President those eligible to vote and record any change in registration at each business session.
6. Development Committee
a. Shall consist of the President-elect and representatives of the Publication Committee, Convention Committee, Hospitality and Welcoming Committee and Education Committee.
b. Shall coordinate the fund raising efforts of the organization.
7. Education Committee
a. Shall consist of at least five (5) members appointed by the President.
b. Shall be responsible for planning scientific programs for the Annual Meeting to increase the knowledge and professionalism of this Corporation.
8. Executive Committee
a. Shall consist of the President who will serve as Chair, President-elect, Vice President, Treasurer and two (2) members appointed by the President.
b. The Executive Committee is empowered by the Board to make decisions essential to the functioning of the organization but does not supersede the Board’s approval for matters requiring full Board consideration.
c. Standing committees will report to members of the Executive Committee at the direction of the Chair.
9. Hospitality and Welcoming Committee
a. Shall consist of at least fifteen (15) members appointed by the President.
b. Shall prepare registration materials and staff registration desk at the Annual Meeting.
c. Shall staff Hospitality suite at Annual Meeting.
d. The Chairperson shall appoint a member to be in charge of the New Member Program.
10. Membership Committee
a. Shall consist of the four (4) Trustees, the Vice President shall be Chairperson.
b. Shall have the responsibility of maintaining and increasing the membership of this Corporation.
c. Shall compile and update membership roster.
11. Nominating Committee
a. Shall consist of four (4) as well as one (1) alternate member elected at the Annual Meeting. The Chairperson shall be the Immediate Past President. The elected members must have attended one (1) Annual Meeting in the past three (3) years prior to the one at which they are nominated to serve as a committee member. A member cannot serve on this committee two (2) years in a row.
b. Shall present one (1) or more names for each elected office, after receiving the written consent of the nominee or nominees and after ascertaining their qualifications.
c. Shall prepare ballots for voting.
d. The Nominating Committee shall meet prior to the Interim Board Meeting.
e. The members shall be from different geographic locations.
12. Publication Committee
a. The Chairperson shall be the Editor of the official publication, The Administrator Review. This will be a two (2) year term.
b. There will be an Assistant Editor which will be appointed by the President. This person will be in charge of advertising. This will not be more than a two (2) year term.
c. The size of the staff shall be at the discretion of the Editor with approval of the President.
d. Shall be responsible for relaying all news to the members of this Corporation.
e. The number of issues per year shall be determined by the Executive Board.
f. The Chairperson shall appoint a representative from his / her Committee to secure advertisements for The Administrator Review.
13. Roster Committee
a. Shall consist of at least three (3) members appointed by the President.
b. Shall be responsible for publishing and distributing the membership roster.
14. Strategic Planning Committee
a. Shall consist of five (5) members including the Immediate Past president, President, President-Elect, Vice President and Treasurer. The President-Elect shall serve as Chairperson.
b. Shall be responsible for establishing overall objectives and program and resource priorities and provide the framework within which action plans can be developed.
ARTICLE NINE – Liaison
9.01 American Society of Plastic Surgeons / Plastic Surgery Administrative Association (ASPS / PSAA) and the American Society for Aesthetic Plastic Surgery / Plastic Surgery Administrative Association (ASAPS / PSAA). Liaisons shall be appointed by the Presidents of their respective organizations.
9.02 Physician / Advisors will be appointed at the Discretion of the Council of Past Presidents with the approval of the Executive Board.
9.03 The President shall appoint liaisons to other appropriate organizations at his / her discretion with the approval of the Executive Board.
ARTICLE TEN – Operations
Fiscal Year
10.01 The fiscal year of this Corporation will be from January 1st through December 31st.
Execution of Documents
10.02 Except as otherwise provided by law, checks, drafts, promissory notes, orders for payment of money and other evidence of indebtedness of this Corporation will be signed by the Treasurer and countersigned by the President. Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation will be signed by the Secretary, and countersigned by the President, and will have attached copies of the resolutions of the Executive Board certified by the Secretary authorizing their execution.
Books and Records
10.03 This Corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its Members, Executive Board, and Committees. The Corporation will keep at its principal place of business a membership register giving the names, addresses, and showing classes and other details of the membership of each, and the original or a copy of its Bylaws including amendments to date certified by the Secretary of the Corporation.
Inspection of Books and Records
10.04 All books and records of this Corporation may be inspected by any Member, or his / her agent or attorney, for any proper purpose at any reasonable time on written demand under each stating such purpose.
Nonprofit Operations
10.05 This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Members or Officers.
Loans to Management
10.06 This Corporation will make no loans to any of its Members, Officers or to any of its key management or other personnel.
ARTICLE ELEVEN – Elections
11.01 At the business session of the Annual Meeting there shall be an election of Officers and the Nominating Committee. Members of the Corporation attending this meeting shall vote by secret ballot. The President shall preside over the election unless he / she should desire to appoint someone to conduct the election.
11.02 Any voting member of the Corporation present at the Annual Meeting shall have the right to nominate a candidate for any elected office in the Corporation if the nominee is eligible and has signed a consent to serve.
11.03 The candidate receiving a majority of the votes cast will be declared elected. Where a clear majority is not evident, the balloting will be repeated until a majority is obtained.
ARTICLE TWELVE – Amendment
Modification of Bylaws
12.01 The power to alter, amend, or repeal these Bylaws insofar as is allowed by law, is vested in the members at the Annual Meeting, the adoption of which amendment to these Bylaws calls for a sixty-six and two-thirds percent (66 2/3%) of all members entitled to vote and present in person at such Annual Meeting. All proposed amendments must be mailed or published in The Administrator Review at least thirty (30) days prior to the Annual Meeting. Amendments to the Bylaws must be submitted in writing to the Bylaws Committee which will review the proposed amendments and submit to the Executive Board the proposed amendments prior to the Annual Meeting.
ARTICLE THIRTEEN – Parliamentary Authority
13.01 Robert’s Rules of Order, Newly Revised, shall govern the Association in all cases where applicable and where it is not in conflict with the Bylaws of the Corporation.
ARTICLE FOURTEEN – Assets on Dissolution
14.01 In the event of dissolution of the Corporation, none of the assets shall be distributed to any member, but shall be transferred to such organization or organizations as a majority of the Executive Board feel will best use them for furthering the aims and purposes of Plastic Surgery.
ARTICLE FIFTEEN – General
15.01 The words (s)he, her / him, and herself / himself shall be used throughout the Bylaws to include both male and female gender.
ARTICLE SIXTEEN – Indemnification
16.01 The Corporation shall indemnify every Officer or member who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a representative of the Corporation, or is or was serving at the request of the Corporation to the maximum extent permitted or authorized under and in accordance with the procedures established in Subchapter C, entitled indemnification, of the Pennsylvania Nonprofit Act of 1972 (15 P.S., 7741 to 7748) as it may be amended from time to time. The foregoing rights of indemnification shall not be exclusive of other rights to which he / she may be entitled..