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ARTICLE I. Name
Section1. This Association shall be knownas The American Association for Thoracic Surgery.
ARTICLE II. Object
Section1. The object of the Associationshall be to encourage and stimulate investigation and study that will increasethe knowledge of intrathoracic physiology, pathology, and therapy, to correlatesuch knowledge and disseminate it.
Section2. To attain this object, theAssociation shall hold at least one scientific meeting every year in which freediscussion shall be featured; shall conduct a Journal for the publication ofthe papers presented at this meeting, and other acceptable articles; and shallundertake such other activities as the Council or the Association as a wholemay decide.
ARTICLE III. Membership
Section1. There shall be four classes ofmembers: Active, Associate, Senior and Honorary. Admission to membership in theAssociation shall be by election. Membership shall be limited, the limits onthe respective classes to be determined by the By-Laws. Only Active and SeniorMembers shall have the privilege of voting or holding elective office.
Section 2. Electionto Active, Senior, and Honorary Membership shall be for life, subject to theprovisions of Section 3, following. After the 1960 Annual Meeting of theAssociation, election to Associate Membership shall be for a limited period oftime, as determined by the By-Laws. During this limited period, an AssociateMember, if properly qualified, may be elected to Active Membership. At theexpiration of this limited period, an Associate Member, if not yet qualifiedfor Active Membership, must either be re-elected to an additional period ofAssociate Membership or be dropped from the rolls of the Association.
Section3. Membership may be voluntarilyterminated at any time by members in good standing. The Council, acting as aBoard of Censors, may recommend the expulsion of a member on the grounds ofmoral or professional delinquency, and submit his name, together with thegrounds of complaint, to the Association as a whole at any of the regularlyconvened meetings, after giving the member so accused ample opportunity toappear in his own behalf.
ARTICLE IV. Officers and Government
Section1. The officers of the Associationshall be a President, a Vice-President, a Secretary, a Treasurer, and Editor,and five Councilors. These ten officers and councilors shall be the governingbody of the Association, and shall have full power to act on all matters,except as follows:
1. They may not alter the initiation fees orannual dues, nor levy any general assessments against the membership, exceptthat they may, in individual cases, remit annual dues or assessments,
2. They may in no wise change the Constitutionor By-Laws.
3. They may neither elect new members noralter the status of existing members, other than to apply the provisions ofArticle III, Section 3.
4. They may not deplete the principal of theEndowment Fund.
Section2. Officers and Councilors shall beelected at the annual meeting of the Association, and shall take office uponconclusion of the meeting. The President and the Vice-President shall beelected for a one-year term of office and neither may be re-elected to succeedhimself in the same office. The Secretary, the Treasurer, and the Editor shallbe elected for a one-year term of office, and any or all may be re-electedindefinitely. The outgoing President shall automatically become a Councilor fora one-year term of office. The other four Councilors shall be elected, one eachyear, for a four-year term of office, but no Councilor may be re-elected tosucceed himself.
Section 3. Vacancies occurring among the officersand councilors during the year shall be temporarily filled by action of theCouncil, subject to approval of the Association at the next regularly convenedmeeting.
ARTICLE V. Committees
Section1. At the opening session of theannual meeting there shall be elected, after nomination from the floor of theAssociation, a Nominating Committee of three. This Committee shall prepare aslate of nominees for officers and councilors and shall present their report atthe Executive Session of the Association.
Section 2. TheCouncil is empowered to appoint a Membership Committee, an Auditing Committee,a Program Committee, a Necrology Committee, and such other committees as may inits opinion be necessary. All such committees shall render their report at theExecutive Session of the Association.
Section 3. TheEditor is empowered to appoint an Editorial Board, subject only to the approvalof the Council.
Section 4. The Association as a whole may authorizethe Council to appoint Scientific or Research Committees for the purpose ofinvestigating thoracic problems and may further authorize the Council tosupport financially such committees to a limited degree. In appointing suchcommittees, the Council shall be governed by the provisions of the By-Laws.
ARTICLE VI. Finances
Section1. The fiscal year of theAssociation shall coincide with a calendar year. The books of the Associationshall be kept and audited on this basis.
Section 2. Members shall contribute to the financialmaintenance of the Association through the medium of initiation fees, annualdues, and special assessments. The amount of the annual dues and the initiationfees shall be determined by the By-Laws.
If, at the end of any fiscal year, there be adeficit in the current funds of the Association, the Council may send outnotices to that effect and invite Active members to contribute the necessaryamount so that no deficit be carried over from one fiscal year to another. TheAssociation may, in any regularly convened meeting, vote a special assessmentfor any purpose consistent with the objects of the Association (Article II),and such special assessment shall become an obligatory charge against theclasses of members affected thereby.
Section 3. Tomeet the current expenses of the Association, there shall be available allrevenue derived from annual dues, special assessments, and income from theEndowment Fund, subject to the provisions of Section 4, following. Fundsderived from the payment of initiation fees shall not be available for currentexpenses.
Section4. All funds derived from thepayment of initiation fees shall be placed in a special fund, to be investedand reinvested in legal securities, to be held intact, and to be known as theEndowment Fund. The Council is responsible for the proper management of theEndowment Fund, and may divert any surplus in the current funds of theAssociation into this fund, but may not withdraw any of the principal of theEndowment Fund except in accordance with the provisions of Section 6,following.
Section 5. The income from the Endowment Fund shallbe expended as the Council directs.
Section 6. The principal of the Endowment Fund maybe withdrawn, in whole or in part, under the following conditions only: Theamount of principal to be withdrawn shall have been approved by the Council; itshall have been approved by a majority of the members present and voting at aregularly convened annual meeting; it shall have been tabled for one year; itshall have been finally passed by a three-fourths vote of the members presentand voting at the next regularly convened annual meeting.
Section 7. Inthe event of the dissolution of the Association, the Endowment Fund shall bedistributed among national institutions of the United States and Canada in aproportion equal to the then existing ratio between the numbers of citizens ofthe two nations who are members of the Association.
ARTICLE VII. Meetings
Section1. The time, place, duration, andprocedure of the annual meeting of the Association shall be determined by theCouncil, and the provisions of the By-Laws.
Section 2. Aspecial meeting of the Association may be called on one month's notice on thewritten request of fifteen members. The specific purposes of the meeting mustbe stated in the request and in the official call for the meeting.
Section 3. The annual meeting of the Council shallbe held at or near the close of the fiscal year.
ARTICLE VIII. Amendments
Section 1. This Constitution shall in no wise bechanged except by a three-fourths vote of the members present at an annualmeeting, and further provided that the proposed alteration or amendment shallhave been moved and seconded at a previous annual meeting, and that printedcopies of the suggested alteration or amendment shall have been circulatedamong the members, and that the members shall have been specifically advisedthat such alteration or amendment will be voted upon.
BY-LAWS
ARTICLE I.
Section1. These By-Laws shall merelyinterpret the Constitution and specifically apply its principles. They shallset forth no principles not included in the Constitution.
ARTICLE II.
Section1. All papers read before theAssociation shall become the property of the Association. Authors shall leaveoriginal copies of their manuscripts with the Editor or Reporter, at the timeof presentation, for publication in the official journal.
Section 2. When the number of papers makes itdesirable, the Council may require authors to present their papers in abstract,and may set a time limit on discussions.
Section 3. Members are urged to cooperate with allScientific Committees of the Association.
Section 4. Attendance at Annual Meetings andparticipation in the scientific programs shall be optional for all Honorary andSenior Members, but it shall be expected from all Active and Associate Members.
Section 5. Whilethe scientific session of the annual meeting is held primarily for. the benefitof the members of the Association, it may be thrown open to nonmembers who areable to submit satisfactory credentials, who register in a specified manner,and who pay such registration fee as may be determined and published by theCouncil from year to year.
ARTICLE III.
Section 1. Candidatesfor membership in this Association must be formally nominated and seconded, inan approved manner, by not less than three Active or Senior Members. Suchnomination must have been in the hands of the Membership Committee for not lessthan four months, and the name of the candidate must have been distributed tothe Association as a whole before final action may be taken on any newcandidate for election to Active Membership. Provided the foregoingrequirements have been met and the candidates have been approved by theMembership Committee and by the Council, their names shall be presented to theAssociation at a regularly convened annual meeting for final action. Athree-fourths vote of those present and voting shall be required to elect. Anycandidate for membership in this Association who has failed of election forthree successive years shall automatically cease to be a candidate and may notbe renominated until after a lapse of three years.
Section 2. Active Membership shall be limited to sixhundred. The candidate to be eligible must be a citizen of the United States ofAmerica or Canada, unless in unusual cases this citizenship requirement shallhave been waived by Council. The candidate shall have achieved distinction inthe thoracic field or shall have made a meritorious contribution to knowledgepertaining to thoracic disease or its surgical treatment.
Section 3. The Associate Members shall beappropriately phased out. The limited period of time for Associate Membershipas required by Article III, Section 2 of the Constitution, shall be five years.During this limited period, an Associate Member, if properly qualified, may beelected to Active Membership. After the expiration of this limited period anAssociate Member, if not yet qualified for Active Membership, must either bere-elected to an additional period of Associate Membership or dropped from therolls of the Association.
Section4. The number of Senior Membersshall be unlimited. Active Members automatically advance to Senior Membershipat the age of sixty, years. In addition, starting with the 1971 Annual Meeting,a younger Active Member may be eligible for Senior Membership if incapacitatedby disability, but for no other reason.
Section5. Honorary Membership shall bereserved for such distinguished persons as may be deemed worthy of this honorby the Council with concurrence of the Association.
Section 6. The report of the Membership Committeeshall be rendered at the annual Executive Session of the Association.Candidates shall be presented in groups in the following order: Candidates forHonorary Membership, retirement of Active Members to Senior Membership;Candidates for Active Membership, Associate Members for re-election; membersdropped from the rolls of the Association.
Section 7. The Council shall recommend that anyActive or Associate Member whose dues are in arrears for two years, or who hasbeen absent, without sufficient excuse, from three consecutive annual meetings,shall have his membership terminated.
Section 8. Notwithstanding Section 7, any member ofthe Association over 60 years of age is excused from the attendance requirementand upon his specific request may likewise be excused from the payment of dues.
ARTICLE IV.
Section1. The President of the Associationshall perform all duties customarily pertaining to the office of President. Heshall not only preside at all meetings of the Association, but also at allmeetings of the Council. The President shall be elected from the Active orSenior Members of the Association.
Section 2. The Vice-President of the Associationshall perform all duties customarily pertaining to the office of theVice-President, not only as to the Association, but also as to the Council. TheVice-President shall be elected from the Active or Senior Members of theAssociation.
Section 3. The Secretary of the Association shallperform all duties customarily pertaining to the office of Secretary. He shallserve not only as Secretary of the Association but also as Secretary of theCouncil. The Secretary shall be elected from the Active or Senior Members ofthe Association. When deemed appropriate, an Active or Senior Member may beelected to serve as an understudy to the Secretary in anticipation of thelatter's retirement from office.
Section 4. The Treasurer of the Association shallperform all duties pertaining to the office of Treasurer. He shall not onlyserve as Treasurer of the Association but shall also serve as custodian of theEndowment Fund. The Treasurer shall be elected from the Active or SeniorMembers of the Association.
Section 5. The Editor of the Association shall bethe Editor of the official Journal and shall, ex officio, be the Chairman ofthe Editorial Board. The Editor may be elected from the Honorary, Active, orSenior Members of the Association.
Section 6. The Councilors of the Association shallhold office as specified in the Constitution. They shall be elected from theActive or Senior Members of the Association.
Section 7. In the event of a vacancy occurring inthe office of President, the Council shall advance the Vice-President to thePresidency and appoint a new Vice-President under the Provisions of Article IV,Section 3, of the Constitution.
ARTICLE V.
Section1. The Nominating Committee shallconsist of three Active or Senior Members who are, by preference, also pastPresidents of the Association and in attendance at the meeting. They shall beelected in accordance with the provisions of Article V, Section 1, of theConstitution. The Council shall instruct the Committee as to the vacancieswhich are to be filled by election.
Section2. The Membership Committee shallconsist of seven Active or Senior Members appointed in accordance with theprovisions of Article V, Section 2, of the Constitution. The Council mayappoint not more than one of its own members to serve on this Committee. Theduties of the Membership Committee are to investigate all candidates formembership in the Association and to report their findings as expeditiously aspossible to the Council through the Secretary of the Association. ThisCommittee is also charged with searching the literature of this and othercountries to the end that proper candidates may be presented to the Associationfor consideration. Appointment to this Committee shall be for a period of oneyear, and not more than five of the members may be reappointed to succeedthemselves. This Committee is also charged with maintaining a record ofmembership attendance and participation in the scientific programs andreporting to the affected members and to the Council any deviations from therequirement of Article II, Section 4, of these By-Laws.
Section 3. The Auditing Committee shall consist ofthree Active or Senior Members appointed in accordance with the provisions ofArticle V, Section 2, of the Constitution. None of these may be selected fromthe officers or councilors of the Association. Their duty shall be to audit theaccounts of the Association each year and render their report to the ExecutiveSession of the Association. Appointment to this Committee shall be made for aone-year term. Not more than two members may be reappointed to succeedthemselves.
Section 4. The Program Committee shall consist offive members: The President of the Association, the Secretary of theAssociation, the Editor of the Association, and two members at large, one ofwhom shall be resident at or near the place of annual meeting. The duties ofthis Committee shall be to arrange, in conformity with instructions from theCouncil, the scientific program for the annual meeting.
Section 5. The Necrology Committee shall consist ofone or more Active or Senior Members, and shall be appointed in accordance withthe provisions of Article V, Section 2, of the Constitution. Appointments tothis Committee shall be for a one-year term of office. Any or all members ofthis Committee may be reappointed to succeed themselves. The Council may, if itso desires, appoint one of its own members to serve as Chairman of thisCommittee. The duties of the Necrology Committee shall be to prepare suitableresolutions and memorials upon the deaths of all members of the Association andto report such deaths at every annual meeting.
Section 6. The Editorial Board shall be appointed bythe Editor, subject only to the approval of the Council. The Editor shall be,ex officio, the chairman of this board and shall be privileged to appoint andindefinitely reappoint such members of the Association, regardless of class ofmembership, and such non-, members of the Association as in his opinion may bebest calculated to meet the editorial requirements of the Association.
Section 7. When Scientific or Research Committeesare authorized by the Association, the Council shall appoint the Chairmen ofthese Committees, with power to organize their committees in any way bestcalculated to accomplish the desired object, subject only to the approval ofthe Council. Financial aid rendered to such Committees shall not exceed suchannual or special appropriations as may be specifically voted for such purposesby the Association as a whole.
Section 8. TheEvarts A. Graham Memorial Traveling Fellowship Committee shall consist of sixmembers: The President, Secretary, and Treasurer of the Association and threemembers-at-large, one member being appointed by the President each year toserve a term of three years. The Chairman shall be the member-at-large servinghis third year. The duties of the committee shall be to recommend Fellowshipcandidates to the Council, and to carry out all business pertaining to theFellowship and the Fellows, past, present, and future.
Section9. The Ethics Committee shallconsist of five members appointed by the Council. No member shall serve morethan four years. The Ethics Committee shall advise the Council concerningalleged breaches of ethics. Complaints regarding alleged breaches of ethicsshall be received in writing by the Ethics Committee and shall be investigatedby it. In addition, the Ethics Committee may investigate on its own initiative.
ARTICLE VI.
Section1. Honorary Members of theAssociation are exempt from all initiation fees, dues, and assessments.
Section 2. Annual dues for Active Members shall be$50.00.
Section 3. Annual dues for Associate Members shallbe $50.00.
Section 4. Senior Members are exempt from dues.
Section 5. Initiation fee for those elected directlyto Active Membership shall be $15.00.
Section 6. If and when an Associate Member iselected to Active Membership, he shall pay an additional $5.00 initiation fee.
Section 7. Income from the Endowment Fund shall beexpended as the Council directs.
Section 8. Associate and Active Members mustsubscribe to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY to retain theirmembership status.
Section 9. Senior Members may retain theirmembership status without the payment of annual dues, and subscription to THEJOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY is optional.
(NOTE. Bills formembership dues and for subscriptions to THE JOURNAL OF THORACIC AND CARDIOVASCULARSURGERY will be mailed to members by the Treasurer after the annual meeting.)
ARTICLE VII.
Section1. When the Association convenes forits annual meeting, it shall immediately go into executive session, but thebusiness at this session shall be limited to:
1. Election of Nominating Committee.
2. Appointment of necessary committees.
3. Miscellaneous business of an urgent nature.
Section2. The annual executive session ofthe Association shall be held at the opening of the afternoon session of thesecond day of the meeting. The order of business shall be:
1. Reading of the minutes of the precedingmeetings of the Association and Council.
2. Report of the Treasurer for the last fiscalyear.
3. Report of the Auditing Committee.
4. Report of the Treasurer for the currentyear to date.
5. Report of the Necrology Committee.
6. Report of the Program Committee.
7. Action on amendments to the Constitution and By-Laws.
8. Action on recommendations emanating fromthe Council.
9. Unfinished Business.
10. New Business.
11. Report of the Membership Committee.
12. Election of new members.
13. Report of the Nominating Committee.
14. Election of officers.
Section3. There shall be an annual meetingof the Council.
ARTICLE VIII.
Section1. These By-Laws shall in no wise bechanged except by a two-thirds vote of the members present at the annualmeeting or a properly convened meeting of the Association, and further providedthat the proposed action or amendment shall have been moved and seconded by notless than three of the members in a properly convened annual or special meetingof the Association.
Section 2. These By-Laws may be suspended in wholeor in part for a period of not more than twelve hours by a unanimous vote ofthose present at any regularly convened meeting of the Association.
