CONSTITUTION OF

THE AMERICAN ASSOCIATION

FOR THORACIC SURGERY

As amended to April 24, 1976

ARTICLE I. Name

Section 1. This Association shall be known as The American Association for Thoracic Surgery.

ARTICLE II. Object

Section 1. The object of the Association shall be to encourage and stimulate investigation and study that will increase the knowledge of intrathoracic physiology, pathology, and therapy, to correlate such knowledge and disseminate it.

Section 2. To attain this object, the Association shall hold at least one scientific meeting every year in which free discussion shall be featured; shall conduct a Journal for the publication of the papers presented at this meeting, and other acceptable articles; and shall undertake such other activities as the Council or the Association as a whole may decide.

ARTICLE III. Membership

Section 1. There shall be four classes of members: Honorary, Senior, Active and, for a time, Associate. Admission to membership in the Association shall be by election. Membership shall be limited, the limits on the respective classes to be determined by the By-laws. Only Active and Senior Members shall have the privilege of voting or holding office, except as provided by the By-laws.

Section 2. Election to Honorary, Senior or Active Membership shall be for life, subject to the provisions of Section 3 following. Starting with the 1970 annual meeting, there shall be no further additions to the Associate Membership. All new members shall be elected directly to Honorary or Active status. Associate Membership shall be continued for a limited period of time as determined by the By-laws.

Section 3. Membership may be voluntarily terminated at any time by members in good standing. The Council, acting as a Board of Censors, may recommend the expulsion of a member on the grounds of moral or professional delinquency, and submit his name, together with the grounds of complaint, to the Association as a whole at any of the regularly convened meetings, after giving the member so accused ample opportunity to appear in his own behalf.

ARTICLE IV. Officers and Government

Section 1. The officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer, and Editor, and five Councilors. These ten officers and councilors shall be the governing body of the Association, and shall have full power to act on all matters, except as follows:

1. They may not alter the initiation fees or annual dues, nor levy any general assessments against the membership, except that they may, in individual cases, remit annual dues or assessments.

2. They may in no wise change the Constitution or By-Laws.

3. They may neither elect new members nor alter the status of existing members, other than to apply the provisions of Article III, Section 3.

4. They may not deplete the principal of the Endowment Fund.

Section 2. Officers and Councilors shall be elected at the annual meeting of the Association, and shall take office upon conclusion of the meeting. The President and the Vice-President shall be elected for a one-year term of office and neither may be re-elected to succeed himself in the same office. The Secretary, and Treasurer, and the Editor shall be elected for a one-year term of office, and any or all may be re-elected indefinitely. The outgoing President shall automatically become a Councilor for a one-year term of office. The other four Councilors shall be elected, one each year, for a four-year term of office, but no Councilor may be re-elected to succeed himself.

Section 3. Vacancies occurring among the officers and councilors during the year shall be temporarily filled by action of the Council, subject to approval of the Association at the next regularly convened meeting.

ARTICLE V. Committees

Section 1. At the opening session of the annual meeting there shall be elected, after nomination from the floor of the Association, a Nominating Committee of three. This Committee shall prepare a slate of nominees for officers and councilors and shall present their report at the Executive Session of the Association.

Section 2. The Council is empowered to appoint a Membership Committee, an Auditing Committee, a Program Committee, a Necrology Committee, and such other committees as may in its opinion be necessary. All such committees shall render their report at the Executive Session of the Association.

Section 3. The Editor is empowered to appoint an Editorial Board, subject only to the approval of the Council.

Section 4. The Association as a whole may authorize the Council to appoint Scientific or Research Committees for the purpose of investigating thoracic problems and may further authorize the Council to support financially such committees to a limited degree. In appointing such committees, the Council shall be governed by the provisions of the By-Laws.

ARTICLE VI. Finances

Section 1. The fiscal year of the Association shall begin on the first day of March and end on the last day of February each year.

Section 2. Members shall contribute to the financial maintenance of the Association through the medium of initiation fees, annual dues, and special assessments. The amount of the annual dues and the initiation fees shall be determined by the By-Laws.

If, at the end of any fiscal year, there be a deficit in the current funds of the Association, the Council may send out notices to that effect and invite Active members to contribute the necessary amount so that no deficit be carried over from one fiscal year to another. The Association may, in any regularly convened meeting, vote a special assessment for any purpose consistent with the objects of the Association (Article II), and such special assessment shall become an obligatory charge against the classes of members affected thereby.

Section 3. To meet the current expenses of the Association, there shall be available all revenue derived from annual dues, special assessments, and income from the Endowment Fund, subject to the provisions of Section 4, following. Funds derived from the payment of initiation fees shall not be available for current expenses.

Section 4. All funds derived from the payment of initiation fees shall be placed in a special fund, to be invested and reinvested in legal securities, to be held intact, and to be known as the Endowment Fund. The Council is responsible for the proper management of the Endowment Fund, and may divert any surplus in the current funds of the Association into this fund, but may not withdraw any of the principal of the Endowment Fund except in accordance with the provisions of Section 6, following.

Section 5. The income from the Endowment Fund shall be expended as the Council directs.

Section 6. The principal of the Endowment Fund may be withdrawn, in whole or in part, under the following conditions only: The amount of principal to be withdrawn shall have been approved by the Council; it shall have been approved by a majority of the members present and voting at a regularly convened annual meeting; it shall have been tabled for one year; it shall have been finally passed by a three-fourths vote of the members present and voting at the next regularly convened annual meeting.

Section 7. In the event of the dissolution of the Association, the Endowment Fund shall be distributed among national institutions of the United States and Canada in a proportion equal to the then existing ratio between the numbers of citizens of the two nations who are members of the Association.

ARTICLE VII. Meetings

Section 1. The time, place, duration, and procedure of the annual meeting of the Association shall be determined by the Council, and the provisions of the By-Laws.

Section 2. A special meeting of the Association may be called on one month's notice on the written request of fifteen members. The specific purposes of the meeting must be stated in the request and in the official call for the meeting.

Section 3. There shall be an annual meeting of the Council.

ARTICLE VIII. Amendments

Section 1. This Constitution shall in no wise be changed except by a three-fourths vote of the members present at an annual meeting, and further provided that the proposed alteration or amendment shall have been moved and seconded at a previous annual meeting, and that printed copies of the suggested alteration or amendment shall have been circulated among the members, and that the members shall have been specifically advised that such alteration or amendment will be voted upon.

BY-LAWS

ARTICLE I.

Section 1. These By-Laws shall merely interpret the Constitution and specifically apply its principles. They shall set forth no principles not included in the Constitution.

ARTICLE II.

Section 1. All papers read before the Association shall become the property of the Association. Authors shall leave original copies of their manuscripts with the Editor or Reporter, at the time of presentation, for publication in the official journal.

Section 2. When the number of papers makes it desirable, 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 all Scientific Committees of the Association.

Section 4. Attendance at Annual Meetings and participation in the scientific programs shall be optional for all Honorary and Senior Members, but it shall be expected from all Active and Associate Members.

Section 5. While the scientific session of the annual meeting is held primarily for the benefit of the members of the Association, it may be thrown open to nonmembers who are able to submit satisfactory credentials, who register in a specified manner, and who pay such registration fee as may be determined and published by the Council from year to year.

ARTICLE III.

Section 1. Candidates for membership in this Association must be formally nominated and seconded, in an approved manner, by not less than three Active or Senior Members. Such nomination must have been in the hands of the Membership Committee for not less than four months, and the name of the candidate must have been distributed to the Association as a whole before final action may be taken on any new candidate for election to Active Membership. Provided the foregoing requirements have been met and the candidates have been approved by the Membership Committee and by the Council, their names shall be presented to the Association at a regularly convened annual meeting for final action. A three-fourths vote of those present and voting shall be required to elect. Any candidate for membership in this Association who has failed of election for three successive years shall automatically cease to be a candidate and may not be renominated until after a lapse of three years.

Section 2. Active Membership shall be limited to six hundred. The candidate to be eligible must be a citizen of the United States of America or Canada, unless in unusual cases this citizenship requirement shall have been waived by Council. The candidate shall have achieved distinction in the thoracic field or shall have made a meritorious contribution to knowledge pertaining to thoracic disease or its surgical treatment.

Section 3. The Associate Members shall be appropriately phased out. The limited period of time for Associate Membership as required by Article III, Section 2 of the Constitution, shall be five years. During this limited period, an Associate Member, if properly qualified, may be elected to Active Membership. After the expiration of this limited period an Associate Member, if not yet qualified for Active Membership, must either be re-elected to an additional period of Associate Membership or dropped from the rolls of the Association.

Section 4. The number of Senior Members shall be unlimited. Active Members automatically advance to Senior Membership at the age of sixty years. In addition, starting with the 1971 Annual Meeting, a younger Active Member may be eligible for Senior Membership if incapacitated by disability, but for no other reason.

Section 5. Honorary Membership shall be reserved for such distinguished persons as may be deemed worthy of this honor by the Council with concurrence of the Association.

Section 6. The report of the Membership Committee shall be rendered at the annual Executive Session of the Association. Candidates shall be presented in groups in the following order: Candidates for Honorary Membership; retirement of Active Members to Senior Membership; Candidates for Active Membership, Associate Members for re-election; members dropped from the rolls of the Association.

Section 7. The Council shall recommend that any Active or Associate Member whose dues are in arrears for two years, or who has been absent, without sufficient excuse, from three consecutive annual meetings, shall have his membership terminated.

Section 8. Notwithstanding Section 7, any member of the Association over 60 years of age is excused from the attendance requirement and upon his specific request may likewise be excused from the payment of dues.

ARTICLE IV.

Section 1. The President of the Association shall perform all duties customarily pertaining to the office of President. He shall not only preside at all meetings of the Association, but also at all meetings of the Council. The President shall be elected from the Active or Senior Members of the Association.

Section 2. The Vice-President of the Association shall perform all duties customarily pertaining to the office of the Vice-President, not only as to the Association, but also as to the Council. The Vice-President shall be elected from the Active or Senior Members of the Association.

Section 3. The Secretary of the Association shall perform all duties customarily pertaining to the office of Secretary. He shall serve not only as Secretary of the Association but also as Secretary of the Council. The Secretary shall be elected from the Active or Senior Members of the Association. When deemed appropriate, an Active or Senior Member may be elected to serve as an understudy to the Secretary in anticipation of the latter's retirement from office.

Section 4. The Treasurer of the Association shall perform all duties pertaining to the office of Treasurer. He shall not only serve as Treasurer of the Association but shall also serve as custodian of the Endowment Fund. The Treasurer shall be elected from the Active or Senior Members of the Association.

Section 5. The Editor of the Association shall be the Editor of the official Journal and shall, ex officio, be the Chairman of the Editorial Board. The Editor may be elected from the Honorary, Active, or Senior Members of the Association.

Section 6. The Councilors of the Association shall hold office as specified in the Constitution. They shall be elected from the Active or Senior Members of the Association.

Section 7. In the event of a vacancy occurring in the office of President, the Council shall advance the Vice-President to the Presidency and appoint a new Vice-President under the Provisions of Article IV, Section 3, of the Constitution.

ARTICLE V.

Section 1. The Nominating Committee shall consist of three Active or Senior Members who are, by preference, also past Presidents of the Association and in attendance at the meeting. They shall be elected in accordance with the provisions of Article V, Section 1, of the Constitution. The Council shall instruct the Committee as to the vacancies which are to be filled by election.

Section 2. The Membership Committee shall consist of seven Active or Senior Members appointed in accordance with the provisions of Article V, Section 2, of the Constitution. The Council may appoint not more than one of its own members to serve on this Committee. The duties of the Membership Committee are to investigate all candidates for membership in the Association and to report their findings as expeditiously as possible to the Council through the Secretary of the Association. This Committee is also charged with searching the literature of this and other countries to the end that proper candidates may be presented to the Association for consideration. Appointment to this Committee shall be for a period of one year, and not more than five of the members may be reappointed to succeed themselves. This Committee is also charged with maintaining a record of membership attendance and participation in the scientific programs and reporting to the affected members and to the Council any deviations from the requirement of Article II, Section 4, of these By-Laws.

Section 3. The Auditing Committee shall consist of three Active or Senior Members appointed in accordance with the provisions of Article V, Section 2, of the Constitution. None of these may be selected from the officers or councilors of the Association. Their duty shall be to audit the accounts of the Association each year and render their report to the Executive Session of the Association. Appointment to this Committee shall be made for a one-year term. Not more than two members may be reappointed to succeed themselves.

Section 4. The Program Committee shall consist of five members: The President of the Association, the Secretary of the Association, the Editor of the Association, and two members at large, one of whom shall be resident at or near the place of annual meeting. The duties of this Committee shall be to arrange, in conformity with instructions from the Council, the scientific program for the annual meeting.

Section 5. The Necrology Committee shall consist of one or more Active or Senior Members, and shall be appointed in accordance with the provisions of Article V, Section 2, of the Constitution. Appointments to this Committee shall be for a one-year term of office. Any or all members of this Committee may be reappointed to succeed themselves. The Council may, if it so desires, appoint one of its own members to serve as Chairman of this Committee. The duties of the Necrology Committee shall be to prepare suitable resolutions and memorials upon the deaths of all members of the Association and to report such deaths at every annual meeting.

Section 6. The Editorial Board shall be appointed by the 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 and indefinitely reappoint such members of the Association, regardless of class of membership, and such non-members of the Association as in his opinion may be best calculated to meet the editorial requirements of the Association.

Section 7. When Scientific or Research Committees are authorized by the Association, the Council shall appoint the Chairmen of these Committees, with power to organize their committees in any way best calculated to accomplish the desired object, subject only to the approval of the Council. Financial aid rendered to such Committees shall not exceed such annual or special appropriations as may be specifically voted for such purposes by the Association as a whole.

Section 8. The Evarts A. Graham Memorial Traveling Fellowship Committee shall consist of six members: The President, Secretary, and Treasurer of the Association and three members-at-large, one member being appointed by the President each year to serve a term of three years. The Chairman shall be the member-at-large serving his third year. The duties of the committee shall be to recommend Fellowship candidates to the Council, and to carry out all business pertaining to the Fellowship and the Fellows, past, present, and future.

Section 9. The Ethics Committee shall consist of five members appointed by the Council. No member shall serve more than four years. The Ethics Committee shall advise the Council concerning alleged breaches of ethics. Complaints regarding alleged breaches of ethics shall be received in writing by the Ethics Committee and shall be investigated by it. In addition, the Ethics Committee may investigate on its own initiative.

ARTICLE VI.

Section 1. Honorary Members of the Association are exempt from all initiation fees, dues, and assessments.

Section 2. Annual dues for Active Members shall be $75.00.

Section 3. Annual dues for Associate Members shall be $75.00.

Section 4. Senior Members are exempt from dues.

Section 5. Initiation fee for those elected directly to Active Membership shall be $15.00.

Section 6. If and when an Associate Member is elected to Active Membership, he shall pay an additional $5.00 initiation fee.

Section 7. Income from the Endowment Fund shall be expended as the Council directs.

Section 8. Associate and Active Members must subscribe to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY to retain their membership status.

Section 9. Senior Members may retain their membership status without the payment of annual dues, and subscription to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY is optional.

(NOTE. Bills for membership dues and for subscriptions to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY will be mailed to members by the Treasurer after the annual meeting.)

ARTICLE VII.

Section 1. When the Association convenes for its annual meeting, it shall immediately go into executive session, but the business at this session shall be limited to:

1. Election of Nominating Committee.

2. Appointment of necessary committees.

3. Miscellaneous business of an urgent nature.

Section 2. The annual executive session of the Association shall be held at the opening of the afternoon session of the second day of the meeting. The order of business shall be:

1. Reading of the minutes of the preceding meetings of the Association and Council.

2. Report of the Treasurer for the last fiscal year.

3. Report of the Auditing Committee.

4. Report of the Treasurer for the current year 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 of recommendations emanating from the 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.

Section 3. There shall be an annual meeting of the Council.

ARTICLE VIII.

Section 1. These By-Laws shall in no wise be changed except by a two-thirds vote of the members present at the annual meeting or a properly convened meeting of the Association, and further provided that the proposed action or amendment shall have been moved and seconded by not less than three of the members in a properly convened annual or special meeting of the Association.

Section 2. These By-Laws may be suspended in whole or in part for a period of not more than twelve hours by a unanimous vote of those present at any regularly convened meeting of the Association.