Foundation By-Laws and Policies

By-Laws

Article I Name and Purposes

Section 1.1 This corporation shall be known as the AATS Foundation (hereinafter called the "Foundation").

Section 1.2 The purposes of the Foundation shall be: To continue the educational, scientific and charitable work of the American Association for Thoracic Surgery (hereinafter the “Association”), by accepting, holding, administering and investing funds for, and granting fellowships to enable physicians of all countries to secure education and training and to engage in research in thoracic and cardiovascular surgery for the benefit of humanity, and particularly the ill and injured, through in­creased knowledge and competent practice of thoracic and cardiovascular surgery and intrathoracic physiology, pathology and therapy;
To perform and carry out such other educational, scientific, and charitable functions and purposes of the Association and
To accept, hold, use, administer, invest, buy, sell, grant and dispose of such property, both real and personal, tangible and intangible, of every kind and description, as may be necessary, convenient or desirable for carrying out the aforesaid purposes.
This corporation is organized and shall be operated exclusively for the educational, scientific and charitable purposes described above and no part of the net earnings or the principal thereof shall inure to the benefit of or be distributed to any private shareholder or individual, ex­cept in furtherance of its purposes as described above. No substantial part of the activities of this corporation, or any recipient of its funds, shall be to carry on propaganda or otherwise attempt to influence legislation, and this corpo­ration shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of candidates for public office.
This corporation shall not carry on any activities not permitted to be carried on by an organization exempt under §501 (c) (3) or described in §170 (c) (2) of the Internal Revenue Code or the corresponding provisions of any future United States Internal Revenue Law.
In the event of a dissolution or final liquidation of this corporation, all of its assets remaining after payment of all liabilities shall be distributed exclusively for the above described educational, scientific or charitable pur­poses, in such manner, or to one or more organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under §501 (c) (3) of the Inter­nal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.

Article III Board of Directors

Section 3.1 The property and affairs of the Foundation shall be managed by its Board of Directors.

Section 3.2 The number of directors shall be no more than fourteen (14).

Section 3.3 Directors shall be appointed to a four-year term when vacancies arise by the Board of Directors of the Association. They shall be eligible for re-election, but shall serve no more than three consecutive terms. Such service on the Board of Directors by virtue of being President, Vice President, Secretary, or Treasurer shall not be taken into account in applying the rule limiting continuation of service on the Board of Directors. Each director shall hold office for the term for which he/she is appointed and until his/her successor shall have been duly appointed and qualified or until such director shall have died or resigned from office.

Section 3.4 Any vacancy occurring in the Board of Directors, including any vacancy created by an increase in the number of directors, may be filled by the Board of Directors of the Association.

Section 3.5 Regular Meetings of the Board of Directors shall be held at least twice yearly at such time and place as shall be determined by the Board or the Executive Committee.

Section 3.6 Special meetings of the Board of Directors shall be called by the President whenever he/she deems it advisable or whenever he/she shall be requested to do so by any two directors. The President may fix the place for holding any special meeting of the Board of Directors.

Section 3.7 Notice of any regular or special meeting of the Board of Directors shall be given at least four days prior thereto by written notice delivered personally, by mail, or electronically to each director at his/her address as shown by the records of the Foundation. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless otherwise specified by these bylaws.

Section 3.8 A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; provided that if less than a quorum is present, a majority of the directors so present, or the sole director present, may adjourn the meeting from time to time without further notice.

Section 3.9 The act of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these bylaws.

Section 3.10 Any action which is required by law or by these bylaws to be taken at a meeting of the Board of Directors, or any other action which may be taken at such a meeting or at a meeting of the Executive Committee or any other committee of the Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. Any such consent signed by all the direc­tors or all members of a committee shall have the same force and effect as a unanimous vote at a duly called and constituted meeting, and may be stated as such in any document.

Section 3.11 Any director of the Foundation may resign at any time by giving written notice to the President or Secretary of the Foundation. Such resignation shall take effect at the time specified therein.

Section 3.12 Directors shall not receive any remuneration for their services; provided, that nothing herein contained shall be construed to preclude any director from serving the Foundation in any other capacity and receiving compensation therefor. The Board of Directors may authorize the reimburse­ment of any director for any actual expenses incurred by such director on behalf or in the interest of the Foundation.

Article V Executive Director

Section 5.1 The Executive Director of the Association shall serve as Executive Director of the Foundation. The Executive Director shall be responsible for the operational management of the affairs of the Foundation under the direction of the Board of Directors.

Article VII Contracts, Checks, Deposits and Funds

Section 7.1 The Board of Directors or the Executive Committee may authorize any officer or agent of the Foundation, in addition to the officers and agents so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.

Section 7.2 All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers or agent or agents of the Foundation in such manner as from time to time may be determined by the Board of Directors or the Executive Committee.

Section 7.3 All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositaries as the Board of Directors or the Executive Committee may select.

Section 7.4 The President, Vice-President, Secretary, or Treasurer may accept and receipt for, on behalf of the Foun­dation, any contribution, gift, bequest or devise for the general purposes, or for any special purpose, of the Foundation.

Article IX Annual Reports

Section 9.1 The President, Secretary, and Treasurer shall prepare annually a general report of the business of the pre­ceding fiscal year and of the financial condition of the Foundation, which report shall be presented to a meeting of the Board of Directors within four months of the end of the preceding fiscal year.

Article XI Notice

Section 11.1 Whenever, under the provisions of the statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail or electronically, addressed to such director or member, at his/her address as it appears on the records of the Foundation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.

Section 11.2 Whenever any notice is required to be given under the provisions of the statutes or of the articles of incor­poration or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Article XIII Investments

Section 13.1 Any alteration, amendment or repeal of these bylaws shall not become effective unless and until the proposed alteration, amendment or repeal has been submitted in writing to a duly called meeting of the Board of Directors of the Association and has been approved by the affirmative vote of said Board of Directors.

Amended by AATS Board of Directors, May 2020