BY-LAWS OF

THE AMERICAN ASSOCIATION

FOR THORACIC SURGERY

ARTICLE I. NAME

The name of this Corporation is The American Association for Thoracic Surgery (hereinafter the "Association").

ARTICLE II. PURPOSE

The purposes of the Association shall be:

To associate persons interested in, and carry on activities related to, the science and practice of thoracic surgery, the cure of thoracic disease and the related sciences.

To encourage and stimulate investigation and study that will increase the knowledge of intrathoracic physiology, pathology and therapy, and to correlate and disseminate such knowledge.

To hold scientific meetings featuring free discussion of problems and developments relating to thoracic surgery, and to sponsor a journal for the publication of scientific papers presented at such meetings and other suitable articles.

To succeed to, and continue to carry on the activities formerly conducted by The American Association for Thoracic Surgery, an unincorporated association.

ARTICLE III. MEMBERSHIP

Section 1. There shall be three classes of members: Honorary, Senior, and Active. Admission to membership in the Association shall be by election. Membership shall be limited, the limits on the respective classes to be determined by these By-Laws. Only Active and Senior Members shall have the privilege of voting or holding office, except as provided by these By-Laws. Honorary members shall have the privilege of voting but shall not be eligible to hold office.

Section 2. 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 3. The number of Senior Members shall be unlimited. Active Members automatically advance to Senior Membership at the age of sixty-five years. In addition, a younger Active Member may be eligible for Senior Membership if incapacitated by disability, but for no other reason.

Section 4. Active Membership shall be limited to six hundred. A 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 the 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 5. Election to Honorary, Senior or Active Membership shall be for life, subject to the provisions of Section 8 following. All new members shall be elected directly to Honorary or Active status.

Section 6. Candidates for membership in this Association must be formally nominated and seconded, in an approved manner, by not less than three Active, Senior or Honorary 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 all members of the Association 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 future 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 the Association who has failed of election three times shall automatically cease to be a candidate and may not be renominated until after a lapse of three years.

Section 7. The report of the Membership Committee shall be rendered at the second executive session of each annual meeting 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; members dropped from the rolls of the Association.

Section 8. Membership may be voluntarily terminated at any time by members in good standing. The Council, acting as 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 such member ample opportunity to appear in his own behalf

Section 9. The Council shall recommend that any Active 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 10. Notwithstanding Section 9, any member of the Association over 65 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. Board of Directors ("Council")

Section 1. The Board of Directors of the Association shall be called the Council and shall be composed of the President, Vice-President, Secretary, Treasurer, five Councilors and the Editor of the Association shall be a member ex-officio without vote. All members of the Council must be Active or Senior Members of the Association, except that the Editor may be an Honorary Member.

Section 2. The Council shall be the governing body of the Association, and shall have full power to manage and act on all affairs of the Association, except as follows:

a. It may not alter the initiation fees or annual dues, or levy any general assessments against the membership, except that it may, in individual cases, waive annual dues or assessments.

b. It may not change the Articles of Incorporation or By-Laws.

c. It may neither elect new members nor alter the status of existing members, other than to apply the provisions of Article III, Section 8.

d. It may not deplete the principal of the Endowment Fund.

Section 3. At the conclusion of the annual meeting, the retiring President shall automatically become a Councilor for a one-year term of office. One of the other four Councilors shall be elected at each annual meeting of the Association to serve for a four-year term of office in the place of the elected Councilor whose term expires at such meeting, but no Councilor may be re-elected to succeed himself. Any Councilor so elected shall take office upon the conclusion of the annual meeting at which he is elected.

Section 4. Vacancies in the office of Councilor shall be temporarily filled by the Council subject to approval of the Association at the next annual meeting of the Association.

ARTICLE V. Officers

Section 1. The officers of the Association shall be President, a Vice-President, a Secretary, and a Treasurer. All officers must be Active or Senior Members of the Association. Said officers shall be ex officio members of the Council of the Association.

Section 2. The Council may, for the purposes of Article IV, give status as officers of the Association to the individual members of an ad hoc Committee appointed by the Council.

Section 3. The President, Vice-President, Secretary and Treasurer 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, unless such officer is filling the unexpired term of an officer previously elected to such office. The Secretary and the Treasurer shall be elected for a one-year term of office and may be re-elected for not more than four additional terms.

Section 4. The President of the Association shall perform all duties customarily pertaining to the office of President. He shall preside at all meetings of the Association and at all meetings of the Council.

Section 5. The Vice-President of the Association shall perform all duties customarily pertaining to the office of the Vice-President, both as to the Association and the Council. In the event of a vacancy occurring in the office of President, the Council shall advance the Vice-President to the Presidency and appoint an interim Vice-President.

Section 6. The Secretary of the Association shall perform all duties customarily pertaining to the office of Secretary. He shall serve as Secretary of the Association and as Secretary of the Council. 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 7. The Treasurer of the Association shall perform all duties customarily pertaining to the office of Treasurer. He shall serve as Treasurer of the Association and shall also serve as custodian of the Endowment Fund.

Section 8. The Editor of the Association is not an officer of the Association. He shall be appointed by the Council at its annual meeting; provided, however, that such appointment shall not become effective until approved by the Association at the annual meeting of the Association. The Editor shall be appointed for a five-year term and may not be appointed to more than two successive terms; provided, however, that an Editor completing two years or less of the unexpired term of a previous Editor may be appointed for two successive five-year terms. The Editor shall serve as the Editor of the Official Journal and shall be ex officio the Chairman of the Editorial Board and a member of the Council of the Association without vote.

Section 9. Vacancies occurring among the officers named in Section 1 or a vacancy in the position of Editor shall be temporarily filled by the Council, subject to approval of the Association at the next meeting of the Association.

ARTICLE VI. Committees

Section 1. The Council is empowered to appoint a Membership Committee, a Program Committee, a Necrology Committee and such other committees as may in its opinion be necessary or desirable. All such committees shall render their reports at an executive session of the Association, except that no ad hoc committee need report unless so directed by the Council.

Section 2. The Membership Committee shall consist of seven Active or Senior Members. 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 its 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 VIII, Section 4, of these By-Laws.

Section 3. The Program Committee shall consist of at least six members: the President, the Vice President, the Secretary and at least six members-at-large, two representing each of the areas of adult cardiac, pediatric cardiac and general thoracic surgery. Three of these members-at-large shall be appointed each year by the President for a two-year term. Additional committee members shall be appointed for one-year terms. The Editor shall serve as an ex-officio member of the Committee without vote. The duties of this Committee shall be to arrange, in conformity with instructions from the Council, the scientific program for the annual meeting.

Section 4. The Necrology Committee shall consist of one or more Active or Senior Members. 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 all deaths of members of the Association and to report such deaths at every annual meeting.

Section 5. The Nominating Committee shall consist of the five (5) immediate Past Presidents of the Association. The most senior Past President shall serve as Chairman. This Committee shall prepare a slate of nominees for Officers and Councilors upon instruction from the Council as to the vacancies which are to be filled by election and shall present its report at the Second Executive Session of the Annual Meeting.

Section 6. 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. 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. Members are urged to cooperate with all Scientific or Research Committees of the Association.

Section 7. The Evarts A. Graham Memorial Traveling Fellowship Committee shall consist of seven members: the President, Secretary, and Treasurer of the Association and four members-at-large, one member being appointed by the President each year to serve a term of four year. The Chairman shall be the member-at-large serving his fourth year. The duties of the Committee shall be to recommend Fellowship candidates to the Graham Education and Research Foundation and to carry out other business pertaining to the Fellowship and Fellows, past, present, and future.

Section 8. 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 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.

Section 10. The Thoracic Surgical Workforce Committee shall be a Joint Committee of this Association and The Society of Thoracic Surgeons. The Committee shall consist of two members of this Association, two members of The Society of Thoracic Surgeons, and a Chairman who shall be a member of this Association and The Society of Thoracic Surgeons. The duties of this Committee, and the manner of appointment and term of its members and chairman, shall be determined jointly by the Council of this Association and the Council of The Society of Thoracic Surgeons.

Section 11. The Committee on Graduate Education in Thoracic Surgery shall consist of five members appointed by the Council. One member shall be appointed each year for a five-year term. The committee shall review graduate medical education in thoracic surgery and makes its recommendations to the Council to assist in meeting the educational mission of the Association.

ARTICLE VII. Finances

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

Section 2. Members shall contribute to the financial maintenance of the Association through initiation fees, annual dues, and special assessments. The amount of the annual dues and the initiation fees shall be determined by these By-Laws. If, at the end of any fiscal year, there is 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 is 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 purposes of the Association, 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 by the Association subject to the provisions of Section 4, following.

Section 4. Funds derived from the payment of initiation fees shall not be available to current expenses and 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 VIII. 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. Notice of any meeting of the Association shall be given to each member of the Association not less than five nor more than forty days prior to any annual meeting and not less than thirty nor more than forty days prior to any special meeting by written or printed notice delivered personally or by mail, by or at the direction of the Council, the President or the Secretary. Such notice shall state the place, day and hour of the meeting and in the case of a special meeting shall also state the purpose or purposes for which the meeting is called.

Section 3. A special meeting of the Association may be called by the Council or on the written request of fifteen members delivered to the Council, the President or the Secretary. The specific purposes of the meeting must be stated in the request.

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 Members.

Section 5. Each annual meeting shall have at least two executive sessions.

Section 6. When the Association convenes for its annual meeting, it shall immediately go into the first executive session, but the business at this session shall be limited to:

1. Appointment of necessary committees.

2. Miscelleneous business of an urgent nature.

Section 7. The second executive session of the Association shall be held during the afternoon of the second day of the meeting. The business at this session shall include, but is not limited to:

1. Reading or waiver of reading of the minutes of the preceeding meetings of the Association and the Council.

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

3. Audit Report.

4. Report of the Necrology Committee.

5. Report of the Program Committee.

6. Action on amendments to the Articles of Incorporation and By-Laws, if any.

7. Action on recommendations emanating from the Council.

8. Unfinished Business.

9. New Business.

10. Report of the Membership Committee.

11. Election of new members.

12. Report of the Nominating Committee.

13. Election of officers.

Section 8. Except where otherwise required by law of these By-Laws, all questions at a meeting of the members shall be decided by a majority vote of the members present in person and voting. Voting by proxy is not permitted.

Section 9. Fifty voting members present in person shall constitute a quorum at a meeting of members.

Section 10. While the scientific session of the annual meeting is held primarily for the benefit of the members of the Association, it may be open to non-members 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.

Section 11. There shall be an annual meeting of the Council held during the annual meeting of the Association. Additional meetings of the Council may be called on not less than seven days' prior written or telephonic notice by the President, the Secretary or any three members of the Council.

Section 12. Five members of the Council shall constitute a quorum for the conduct of business at any meeting of the Council, but a smaller number may adjourn any such meeting.

Section 13. Whenever any notice is required to be given to any member of the Council, a waiver thereof in writing, signed by the member of the Council entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 14. Any action which may be or is required to be taken at a meeting of the Council may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Council. Any such consent shall have the same force and effect as a unanimous vote at a duly called and constituted meeting.

ARTICLE IX. Indemnification and Directors and Officers

Section 1. The Association shall indemnify any and all of its Councilors (hereinafter in this Article referred to as "directors") or officers or former directors or officers, or any person who has served or shall serve at the Association's request or by its election as a director or officer of another corporation or association, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of the Association, or of such other corporation or association, provided, however, that the foregoing shall not apply to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty or to such matters as shall be settled by agreement predicated on the existence of such liability.

Section 2. Upon specific authorization by the Council, the Association may purchase and maintain insurance on behalf of any and all of its directors or officers or former directors or officers, or any person who has served or shall serve at the Association's request or by its election as a director or officer of another corporation or association, against any liability or settlement based on asserted liability, incurred by them by reason of being or having been directors or officers as a director or officer of the Association or of such other corporation or association, whether or not the Association would have the power to indemnify them against such liability or settlement under the provisions of Section 1.

ARTICLE X. Papers

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 consideration 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.

ARTICLE XI. Initiation Fees, Dues and Assessments

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 $150.00 and shall include a year's subscription to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY.

Section 3. Senior Members are exempt from dues.

Section 4. The initiation fee for those elected directly to Active Membership shall be $100.00.

Section 5. Active Members must subscribe to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY to retain their membership status.

Section 8. Subscription to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY is optional for Senior Members.

Section 9. 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 XII. Parliamentary Procedure

Except where otherwise provided in these By-Laws or by law, all parliamentary proceedings at the meetings of this Association and its Council and committees shall be governed by the then current Sturgis Standard Code of Parliamentary Procedure.

ARTICLE XIII. Amendments

Section 1. These By-Laws may be amended by a two-thirds vote of the members present and voting at an executive session of a properly convened annual or special meeting of the Association provided that the proposed amendment has been moved and seconded by not less than three members at a prior executive session of that meeting or a prior 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 and voting at any regularly convened meeting of the Association.

As amended, Tuesday, April 27, 1993