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Bylaws


PROPOSED BYLAWS OF THE
NEW ENGLAND SOCIETY OF COLON & RECTAL SURGEONS
Revised May 2012

ARTICLE I: Name

The name of this organization is the New England Society of Colon & Rectal Surgeons/dba the New England Proctology Society hereinafter referred to as the Society.

ARTICLE II: The Society Seal

The seal of the Society shall be circular in form and shall have inscribed thereon the name of the Society, the year of organization, and the words “E Tenobris in Lucem.”

ARTICLE III: Purpose

The purpose of this Society shall be to maintain and disseminate the highest professional and ethical standards pertaining to the investigation, diagnosis and treatment of diseases of the colon and rectum.

ARTICLE IV: Officers and Committees

Section 1    The officers of the Society shall be President, Vice-President, Secretary-Treasurer and Program Director

Section 2    The terms of the President and Vice-President shall be renewable annually for a period of three years. The terms of the Secretary-Treasurer and Program Director shall be renewable annually for a period of three years.

Section 3    Election of officers of the Society shall be by majority vote at the annual meeting of the Society. The officers shall assume their duties at the termination of that meeting.

Section 4    The President shall be the chief executive officer of the Society, presiding at all annual, scientific and executive sessions. He/She shall appoint special committees as may be required.

Section 5    The Vice-President shall assume all duties and execute the responsibilities of the President in the absence of the President.

Section 6    The Secretary-Treasurer shall attend and record the minutes of meetings of the Society and of the Executive Committee. He shall sign and attest to all instruments of the Society. He shall supervise the custody of corporate records and shall, at the request of the President, distribute the locations, time and date of all meetings of the Society and Executive Committee. He shall receive and take custody of all funds belonging to the Society. He shall be responsible for the keeping of accurate accounts and shall report at each annual meeting of the Society on the receipts, disbursements and financial condition of the Society.

Section 7    The Program Director shall be responsible for organization of the annual scientific program. The location and format of the scientific program will be agreed on at the previous year’s annual meeting.

Section 8    The affairs of the Society shall be administered by the Executive Committee which shall be composed of the officers of the Society, the immediate Past President and two members-at-large elected at the annual meeting of the Society for a term of two years.

Section 9    A. The Executive Committee as defined in Article IV, Section 8, shall be responsible for administering the affairs of the Society during the intervals between meetings in accordance with the articles of incorporation and the bylaws of the Society.

B. The President shall serve as chairman of the Executive Committee with the authority to call and preside at meetings according to the needs of the Society.

C. Special meetings of the Executive Committee shall be held at any time upon the call of the committee or its chairman by written notice mailed to each member at least ten days prior to the meeting. Such notice may be waived by unanimous decision of the members of the Executive Committee.

D. A quorum for the transaction of business by the Executive Committee shall consist of four members.

E. All action of the Executive Committee shall be subject to the approval of the active members of the Society at the annual meeting of the Society.

Section 10    A. The Nominating Committee shall consist of the two immediate Past Presidents of the Society and the two members at large of the Executive committee who shall serve for a term of two years.

B. The immediate Past President of the Society shall serve as chairman of the Nominating Committee. Nominations for the officers of the Society and the Executive Committee shall be made by the Nominating Committee and the slate reported to the Secretary-Treasurer at the annual meeting of the Society. The slate of candidates will be circulated among the general membership at the annual meeting.

C. Additional nominations may be presented to the Secretary-Treasurer of the Society at the annual meeting by petition of five members.

D. Members of the Nominating Committee shall be precluded from becoming nominees for office.

Section 11    Should a vacancy occur in an office or in the elected membership of a standing committee, the Executive Committee of the Society shall appoint a successor to hold office until the next annual meeting of the Society, except that the Vice-President shall take the place of the President and a new Vice-President shall be appointed for the unexpired term of the latter.

Section 12    Ad hoc committees deemed necessary to assist in the management, direction and supervision of various activities of the Society may be appointed and their functions prescribed by the President, to serve at the pleasure of the President.

Section 13    Administrative support in managing the business affairs of the Society shall be provided by an individual or individuals as deemed appropriate by the executive committee and approved by majority vote of the membership. Appropriate compensation for this activity will also be recommended to the membership and approved by a 2/3rds majority.The schedule and documentation of these funds shall be maintained by the Secretary/ Treasurer.

ARTICLE V: Membership

Section 1    There shall be five classes of membership: active, senior, honorary associate, Allied Health professional and resident member.

Section 2    Requirements for active membership shall be:

A. A license to practice medicine in the applicant’s state, province or country.

B. A professional practice limited to the specialty of colon and rectal surgery or reflecting a major interest in colon and rectal surgery.

C. Operating privileges in colon and rectal surgery in an accredited hospital.

D. A reputation in the medical community for competence, judgment and moral character.

E. Physicians who are enrolled in a fellowship training program approved by the American Board of Colon and Rectal Surgery shall also be considered qualified candidates for active membership.

Section 3    Application for active membership shall be made to the Executive Committee.
Each applicant shall be sponsored by two members of the Society who shall attest to the applicant’s competence and moral character. Upon nomination for active membership, each applicant shall be expected to provide a podium presentation on a topic of the applicant’s choosing at a scientific session of the Society’s annual meetings. Membership hall follow nomination by a majority of the Executive Committee and election by a majority of the members present at the annual meeting of the Society. At its discretion and by unanimous vote, the Executive Committee may nominate for active membership a candidate who does not fulfill the aforementioned qualifications for membership.

Section 4    Upon attaining the age of 65 years or retiring from active practice, an active member may elect senior membership status following application to the Secretary-Treasurer and approval by the Executive Committee. Senior members shall be exempt from the payment of dues and shall not be eligible to hold office, but shall enjoy all other rights and privileges of the Society.

Section 5    Honorary members shall be distinguished individuals in the field of surgery or the related sciences who have made an outstanding contribution to the specialty of colon and rectal surgery, or to the NESCRS. Honorary members shall be elected by the membership following nomination by the Executive Committee. Honorary members shall not pay dues nor shall they have the right to vote or hold office.

Section 6    Allied Health Professional Membership may be attained through the same process as active membership. Individuals applying for membership will be health professionals such as Nurse Practitioners, Physician Assistants and Enterostomal Therapists who maintain an active professional interest in the treatment of colorectal disease. Allied Health Professional members shall not pay dues nor shall they have the right to vote or hold office. The requirement for a podium presentation is also waived.

Section 7    Residents in accredited general surgery training programs, with an expressed interest in colon and rectal surgery may be afforded candidate membership. Requirements for candidate membership include:

A. Graduation from a medical school acceptable to the American College of Surgeons.

B. Active enrollment in an ACGME accredited program in general surgery

C. Application shall be made to the executive committee and should have a sponsoring society member and be accompanied by a letter from their residency program director confirming active enrollment.

D. As with active membership, each resident shall be expected to provide podium presentation at the scientific session of the society’s annual meeting.

E. Candidate members shall be exempt from payment of dues and shall not have the right to vote or hold office.

Section 8    A member in good standing may elect to surrender his membership in the Society without prejudice by providing written notification of his intention to the Secretary-Treasurer of the Society.

ARTICLE VI. Fees and Dues

Section 1    Dues and assessments for the society shall be determined by the Executive Committee subject to the approval of the active membership.

Section 2    After due notice by the Secretary-Treasurer, the names of members who dues remain unpaid for two consecutive years may be stricken from the membership roster at the discretion of the Executive Committee.

Article VII. Meetings

Section 1    The Society shall meet on an annual basis. The location and date of such meetings shall be recommended by the Executive Committee and approved by the membership.

Section 2    The program for all scientific sessions shall be determined by the Executive Committee.

Section 3    The stated meeting of the Society in the spring shall be the annual meeting.

Section 4    Executive sessions are open to voting members of the Society only. At these sessions, the minutes of the previous executive session shall be read, the members and officers elected and any ordinary business of the Society transacted.

Section 5    Unless otherwise specified, a quorum for all meetings of the Society shall consist of ten active members.

Section 6    All executive sessions of the members and committees of the Society shall be governed by parliamentary procedure as prescribed by Roberts’ Rules of Order.

Section 7    Any active member who is absent from four consecutive meetings of the Society, without reasonable cause presented to the Executive Committee, may be deprived of membership upon recommendation of the Executive Committee and approval by the membership.

Section 8    Special meetings of the Society may be called by the President, the Executive Committee or upon written request submitted to the President by ten active members of the Society. All members of the Society shall be provided with ten days’ written notification of such special meetings. Notification shall include the agenda for the proposed meeting.

Article VIII. Amendments

Section 1    The bylaws may be amended or repealed by a two-thirds affirmative vote of the members present at any stated meeting of the Society, provided that:

A. The proposed change has been initiated through the Executive Committee by petition of any three members of the Society.

B. The proposed change has been presented to the Society at the annual meeting of the Society.

Article IX. Dissolution

Upon dissolution of the Society, all assets thereof, after payment of all debts and liabilities of the Society, shall be distributed to such non-profit organizations as may be designated by a majority of The Executive Committee of the Society then in office. No amounts shall accrue to the benefit of the members or officers of the Society.