Bylaws

BYLAWS
OF
WOMEN IN THORACIC SURGERY, INC.

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ARTICLE I – Name and Registered Office

Section 1
The name of the organization shall be WOMEN IN THORACIC SURGERY, INC. (WTS).
Section 2
WTS shall have a registered agent in the State of Florida, or other agent as shall be appointed by the Executive Committee. WTS may have other offices within or outside the state of Florida as the Board of Directors may from time to time determine.
Section 3
The fiscal year for WTS, Inc. shall be the calendar year.
Section 4.
For the purposes of the WTS Bylaws, the WTS will consider any individual who has ever identified as a woman.

ARTICLE II – Mission Statement

Mission Statement
The Mission of Women in Thoracic Surgery, Inc. is fourfold: i) to enhance the quality of medical care given to patients of the members; ii) to focus on the development of women thoracic surgeons through a mentoring program; iii) to enhance the education of patients concerning heart and lung disease, particularly but not exclusively, among women; and iv) to enhance the education of women thoracic surgeons through seminars and other training mediums.
Section 10. Delinquency.
The Treasurer shall submit to the Board of Directors a list of members who have failed to pay their dues by July 1 of each year, and notice of such delinquency shall be sent to each such member at the e-mail or mailing address recorded in the records of the organization. If the delinquency is not made good within six months of the mailing of such notice, or excused for adequate cause by the Board of Directors, the delinquent member will not be able to hold office and shall be subject to termination pursuant to Section 11 below. This will take effect and members will be terminated according to Section 11 by the following January meeting at STS the subsequent year.

ARTICLE III – Members

Section 1. Type of Membership.
There shall be six (6) categories of membership: Active Member, Candidate Member, Associate Member, Institutional Member, Emeritus Member, and Honorary Member.
Section 2. Active Members.
Qualifications: Active membership of WTS shall consist of women holding the MD or DO degree, or their international equivalent, who have completed specialty training in thoracic surgery and whose primary activity and interest are cardiothoracic surgery. Application: An application form for Active membership shall be furnished by WTS along with a citation from the Bylaws setting forth the Mission Statement of WTS and eligibility requirements.  A list of Active members shall be reviewed by the Board of Directors. Rights and Duties: Active members shall have the right to vote on matters brought before the membership and shall be eligible for election to leadership positions and committees as well as for election to the Board of Directors. It shall be the duty of each Active member to regularly attend the meetings of WTS, to uphold the WTS Mission and to pay the fees, dues and assessments of WTS. Dues:  All Active members shall pay dues and assessments. The amount may be changed by majority vote of the Board of Directors.
Section 3. Candidate Members.
Qualifications: Candidate membership of WTS shall consist of women who are enrolled in a general surgery or a thoracic surgery residency training program in the United States or Canada or their international equivalent, or women who in the course of their medical and college educations have expressed an interest in cardiothoracic surgery. Upon completion of training in cardiothoracic surgery, Candidate members shall be eligible to transfer to the Active membership category. Application: An application form for Candidate membership shall be furnished by WTS along with a citation from the Bylaws setting forth the Mission Statement of WTS and eligibility requirements. A list of Candidate members shall be reviewed by the Board of Directors annually. Rights and Duties: Candidate members shall have the rights, duties and obligations as Active members. However, they shall not be eligible for election to leadership positions, with the exception of Resident Liaison, or for election to the Board of Directors. Candidate members shall not have the privilege of voting. With the approval of the Board of Directors, Candidate members may be appointed to Committees. Dues: Candidate members shall pay reduced rate dues and assessments set forth by the Board of Directors. The amount may be changed upon the recommendation and approval by the Board of Directors.  
Section 4. Associate Members
Qualifications: Associate members as a category of membership shall be reserved for individuals of all backgrounds who wish to demonstrate their support and dedication to the WTS mission including members of allied health professions. Application: An application form for Associate membership shall be furnished by WTS along with a citation from the Bylaws setting forth the Mission Statement of WTS and eligibility requirements. A list of Associate members shall be reviewed by the Board of Directors. Rights and Duties: Associate members shall possess all the rights, duties, privileges and obligations of Active Members. However, Associate members shall not be eligible for election to leadership positions or for election to the Board of Directors. Associate members shall not have the privilege of voting. Contributions made to WTS by Associate members will be most welcome and may receive public recognition at general membership meetings and in WTS publications. Dues: All Associate members shall pay dues and assessments. The amount may be changed upon the recommendation and approval of the Board of Directors.
Section 5. Institutional Members
Qualifications: Institutional as a category of membership shall be reserved for organizations, institutions, and industry entities who wish to demonstrate their support and dedication to the WTS mission by underwriting its mission at a financial level to be determined by the Board of Directors. Application: An application form for Institutional membership shall be furnished by WTS along with a citation from the Bylaws setting forth the Mission Statement of WTS and eligibility requirements. A list of Institutional members shall be reviewed by the Board of Directors annually. Rights and Duties: Institutional members shall have privileges to receive public acknowledgement of their sponsorship at general membership meetings, shall have access to the email address list of WTS members, and shall receive public recognition at general membership meetings and in WTS publications. Institutional members will not have the privilege of voting. Institutional member representatives shall not be eligible for election to leadership positions and committees or for election to the Board of Directors. Dues: All Institutional members shall pay dues and assessments. The amount may be changed upon the recommendation and approval of the Board of Directors.  
Section 6. Emeritus Members.
Qualifications: Any Active member who has reached the age of seventy (70) years, or who has retired from employment in the field of thoracic surgery, shall be eligible for Emeritus membership. Application: A written declaration of retirement or statement of age more than seventy (70) years shall be furnished to the WTS. A list of Emeritus members shall be reviewed by the Board of Directors annually. Rights and Duties: Emeritus members shall possess all the rights, duties, privileges and obligations of Active members. Emeritus members shall have the right to vote on matters brought before the membership and shall be eligible for election to leadership positions and committees. However, Emeritus members shall not be eligible for election to the Board of Directors unless the nomination is approved by the Executive Committee. Dues: Emeritus members shall not pay dues or assessments.
Section 7. Honorary Members.
Qualifications: Honorary membership shall be reserved for those persons deemed worthy of such honor due to their support and dedication to the WTS mission. Application: Honorary members will be chosen at the discretion of the WTS and shall be elected by majority vote of the membership. Rights and Duties: Honorary members shall possess all the rights, duties, privileges and obligations of Active Members; however, no Honorary member shall be eligible for election to the Board of Directors unless the nomination is approved by the Executive Committee. Dues: Honorary members shall not pay dues or assessments.
Section 8. Resignation.
Any member may resign from WTS upon submission of a written resignation request. Annual dues will not be refunded. A list of resigned members shall be reviewed by the Board of Directors annually.
Section 9. Disability
Any member who becomes disabled may petition the Board of Directors for Emeritus membership status. The Board of Directors may grant such a request for a period of time until the member can return to practice.
Section 11. Termination and Reinstatement of Membership
Failure to pay dues for three consecutive years constitutes grounds for termination of membership. Any member whose membership has become subject to termination for delinquency shall be given written notice of such prospective termination not less than forty (40) days before the effective date of termination. Any member who is subject to termination may apply for reconsideration by filing a written request to the Board of Directors, addressed to the Secretary, within thirty (30) days following the mailing of notice of such termination, which request shall state the reasons why such membership should not be terminated. If such a request is received within the requisite period, termination will be delayed until after the next Board of Directors meeting. If the Board of Directors finds the reasons given in the request to be adequate, membership shall not be terminated, conditioned on payment of any arrears, where applicable. If the Board of Directors finds the reasons given in the request not to be adequate, the termination shall become effective on the sixth day after the Board of Directors Meeting. The Board of Directors reserves the right to refuse or terminate any membership  

ARTICLE IV – Dues, Fees, and Assessments

Section 2. Assessments.
If in the judgment of the Board of Directors special needs of the Organization so require, it may propose an assessment of a specified amount to be charged to each member. Notice of such proposal shall be emailed to the members at least thirty (30) days in advance of the meeting at which the membership vote for such action is to be taken, and shall be effective if approved by one-half (1/2) of the members present as such meeting.
Section 1. Dues.
Members shall pay such annual dues or other assessments as may be determined by the Board of Directors. No dues are charged for Emeritus and Honorary members.

ARTICLE V – Meetings of Members

Section 1. Regular Meetings.
An Annual Meeting of the members shall be held at such time and place as the Board of Directors may determine, for the purpose of electing directors and officers, and for the transaction of such other business as may come before the meeting. There will be at least one (1) regular meeting annually. Only voting members in good standing of Women in Thoracic Surgery, Inc. may vote during the Business Meeting.
Section 2. Special Meetings.
Special meetings of the members may be called by the President, by the Board of Directors, or by not less than ten percent (10%) of the members having voting rights; provided, however, that any special meeting of the members called to act on an amendment to these Bylaws must be approved by the Board of Directors.
Section 3. Voting.
At all meetings of the members, only Active, Associate, and Emeritus Members of the Corporation, as defined in ARTICLE III, shall be entitled to one vote. Votes may be cast in person or by written authorized proxy.
Section 4. Proxy.
Each proxy must be executed in writing by the member of the organization.
Section 5. Quorum.
Ten percent (10%) of the members entitled to vote shall constitute a quorum at any membership meeting.

ARTICLE VI – Directors

Section 1. Composition.
The Board of Directors shall be composed of the President, the Vice-President, and the Secretary/Treasurer, and the Directors-at-large. The Directors-at-large are appointed by the Executive Committee who will exercise and manage the affairs and business of this Corporation. All of the Directors shall be Active members in good standing, and at least one of such Directors shall be a citizen of the United States.
Section 2. Term of Office.
The term of office for each Director shall be two (2) years
Section 3. Duties.
The Board of Directors shall have the control and general management of the affairs and business of the Corporation. Such Directors shall in all cases act as a Board, regularly convened, by majority vote, and they may adopt such rules and regulations for the conduct of their meetings and the management of the company as they may deem proper, not inconsistent with these By-Laws and the laws of the United States and any applicable local municipalities.
Section 4. Directors’ Meetings.
Regular meetings of the Board of Directors may be held in conjunction with the annual meeting of the Executive Committee, and at such other times as the Board of Directors may determine. Special meetings of the Board of Directors may be called by the President at any time, and shall be called by the President or the Secretary upon the written request of a majority of the Directors.
Section 5. Notice of Meetings.
Notice of meetings other than the regular annual meeting, shall be given by service upon each Director in person, by telephone call or by mailing to her at her last known e-mail or post office address, at least seven (7) days before the date therein designated for such meeting including the day of mailing, of a written or printed notice thereof specifying the time and place of such meeting, and the business to be brought before the meeting, and no business other than that specified in such notice shall be transacted at any special meeting. At any meeting at which every member of the Board of Directors shall be present, although held without notice, any business may be transacted as if the meeting had been duly called, with consent of all directors.
Section 6. Voting.
At all meetings of the Board of Directors, each Director is to have one vote. The act of a majority of the Directors present at a meeting shall be the act of the Board of Directors.
Section 7. Vacancies.
Vacancies in the Board occurring between annual meetings shall be filled for the un-expired portion of the term by majority vote of the remaining Directors.
Section 8. Removal of Directors.
ny one or more of the Directors may be removed either with or without cause, at any time by a majority vote of the members at any special meeting called for the purpose.
Section 9. Quorum.
At any meeting of the Board of Directors, a majority of the Board shall constitute a quorum for the transaction of business, but in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time.

ARTICLE VII – Officers & Designated Roles

Section 1. Officers.
The officers of the Women in Thoracic Surgery, Inc. shall be President, Vice-President, and Secretary-Treasurer. All officers must be Active Members in good standing of the organization. The President, Vice-President and Secretary-Treasurer shall also serve as Directors.
Section 2. Terms and Conditions of Office.
The terms of office for President, Vice-President, and Secretary-Treasurer shall be two (2) years. Two (2) out of three (3) of the Directors shall be elected in alternating years unless a plan otherwise is agreed to by the Executive Committee (see Article VIII). The President, Vice-President, and Secretary-Treasurer will be elected by a majority vote of the voting membership. The Historian, Newsletter Editor, and Website Editor shall be appointed by the Executive Committee and serve three (3) year terms. Each officer may serve for no more than two (2) consecutive terms.
Section 3. Duties of the President.
The President shall be the Chief Executive Officer of Women in Thoracic Surgery, Inc. and shall preside at each meeting. The President is the Chairman of the Executive Committee and shall appoint members to any standing committees that are created as deemed necessary. The President shall be an ex-officio member of all committees.
Section 4. Duties of the Vice-President.
The Vice-President shall assist the President as requested and in the event the latter is absent or incapable of acting, the Vice-President shall assume the duties of the President.
Section 5. Duties of the Secretary-Treasurer.

The Secretary-Treasurer or designee shall supervise the maintenance of current files, including the membership database, and financial records/accounts of WTS. The Secretary-Treasurer, or designee, shall ensure that minutes are recorded at the business meetings. The Secretary-Treasurer shall advise the Executive Committee concerning billings, collections and management of all funds. The Secretary-Treasurer, or designee, will present a Financial and Membership Report to the membership at the annual meeting and for audit by an independent public accountant at intervals as deemed necessary by the Executive Committee.

In the event the Secretary-Treasurer shall be unable to carry out the functions of her office, the President may assume these duties or, with a majority vote of the Executive Committee, appoint a replacement who will maintain the office until the next regular election.

Section 6. Duties of the Historian.
The Historian shall be responsible for establishing and maintaining the Archives of WTS. In the event the Historian shall be unable to carry out the functions of her office, the President may assume these duties or ask the Executive Committee to appoint a replacement who will maintain the office until the next regular election.
Section 7. Duties of the Newsletter Editor.

The Newsletter Editor shall be responsible for the preparation of the Women in Thoracic Surgery, Inc. newsletters, editing any materials submitted for publication and for serving as Chair of the Newsletter Committee. There will be a minimum of two (2) newsletters, and a maximum of four (4) newsletters, each year. The Newsletter Editor will work with the sponsor/s to publish and distribute the newsletter. Members, corporate partners, potential members and other individuals as recommended by the Executive Committee will receive the newsletters.

In the event the Newsletter Editor shall be unable to carry out the functions of her office, the President may assume these duties or ask the Executive Committee to appoint a replacement who will maintain the office until the next regular election.

Section 8. Duties of the Website Editor.

The Website Editor shall be responsible for the WTS web site, current Web address being www.WTSnet.org. The Website Editor will be the Chairman of the Internet Committee and will represent WTS at the Web Editors Meetings held by CTSnet and any other meetings pertaining to the internet.

In the event the Website Editor shall be unable to carry out the functions of her office, the President may assume these duties or ask the Executive Committee to appoint a replacement who will maintain the office until the next regular election.

Section 9. Nomination and Election of Officers and Directors.
Candidates for all elected offices, Members-at-Large (see Article VIII, Committees) and Directors will be placed in nomination by the members of the Executive Committee. A solicitation for nominations will be circulated at least 14 days before an election. The Executive Committee will confirm the eligibility of all nominees. The vote for election of Officers and Directors shall take place at a general membership meeting identified by the Board. The President will solicit recommendations on behalf of the Executive Committee for the appointed officers. Announcement of the new Officers will be published in the newsletter.

ARTICLE VIII – Committees

Section 1. Standing Committees.

The standing committees of Women in Thoracic Surgery, Inc. shall be:

  • a.) Executive Committee
    Section 2. Executive Committee.
    The Executive Committee shall consist of the current President, Vice President, and Secretary/Treasurer (3), two (2) immediate Past-Presidents, at least one member-at-large and the Committee Chairs. The Executive Committee shall identify and determine the number of members at large. The President shall serve as Chair of the Committee. The Executive Committee will meet prior to each meeting of Women in Thoracic Surgery, Inc. These meetings may be virtual, via conference call, or face-to-face. Additional meetings will be called at the discretion of the President.
    Section 3. New Committees.
    The Executive Committee, when deemed necessary, may establish new standing or ad-hoc committees. At least one (1) member of the Executive Committee shall service on any new standing or ad-hoc committee.

    ARTICLE IX – Indemnity

    Indemnity
    The Women in Thoracic Surgery, Inc. indemnifies its officers for costs and expenses incurred based on claims arising out of their activities on behalf of the Corporation. This Indemnity does not apply to actions determined to be criminal, contrary to the interests of the group or undertaken against those interests for personal aggrandizement as determined by the Executive Committee.

    ARTICLE X – Seal

    Seal
    The corporate seal shall have the name of the Corporation inscribed thereon, and may be facsimile, engraved, printed or an impression seal.

    ARTICLE XI – Rules of Order

    Section 1.
    Any question of order not provided by these By-Laws shall be determined by parliamentary usage as contained in Robert’s Rules of Order.
    Section 2.
    No financial benefit shall be afforded to members of the Corporation except for compensation of approved out-of-pocket expenses incurred on behalf of the Corporation and for services rendered to it. The Corporation’s assets will be disposed of to a tax-exempt entity upon dissolution of it.

    ARTICLE XII – Amendments

    Section 1.
    A proposed amendment to the By-Laws shall be presented to the membership prior to calling a vote. Distribution of these changes and the voting process may be completed via e-mail, fax, or regular mail as long as every effort is made in insure distribution to all Members in good standing.
    Section 2.
    Adoption of the proposed amendments must be approved by a majority of the Active members in good standing.

    Approved this 11th day of May, 2008