Bylaws
Last amended September 2007
Content of Articles
Article 1 - Name - Top
1.10
The name of this corporation is the American Society of Regional Anesthesia and Pain Medicine (hereinafter called the "Society.")
Article II - Mission Statement - Top
2.10 Mission Statement
The American Society of Regional Anesthesia and Pain Medicine is the premier organization that addresses the clinical and professional educational needs of physicians and scientists; assures excellence in patient care utilizing regional anesthesia and pain medicine; and investigates the scientific basis of the specialty.
2.20 Vision
2.201
The Society is recognized as the primary source of education in comprehensive anesthesiology by all publics, including all anesthesiology providers.
2.202
The Society's Journal is recognized internationally as the premier publication on
regional anesthesiology and pain management and its name reflects its mission and content.
2.203
All physicians utilizing regional anesthesiology and pain management techniques recognize the Society as the authoritative specialty association in the profession.
Article III - Registered Agent - Top
3.10 Registered Office
The Society shall have and continuously maintain in the Commonwealth of Virginia a registered office, and a registered agent whose office shall be identical with such registered office, as required by the Commonwealth of Virginia General Not for Profit Corporation Act. The address of the registered office may be changed from time to time by the Board of Directors.
3.20 Executive Office
The Society shall maintain an executive office for the administration of its affairs. The Board of Directors may employ or retain an Executive Director up of the President. The Executive Director shall be the general administrative officer and business manager of the Society. In carrying out his/her responsibilities, the Executive Director shall adhere strictly to the general policy of the Society.
3.201 Executive Director Duties
The duties of the Executive Director shall be as follows:
- To supervise all administrative personnel and consultants and to coordinate all the functions of the Society.
- To assist the President, other officers and committees with reports and recommendations and such other matters as they may request.
- To respond to member inquiries.
- To compile a comprehensive review of the activities of the Society and the Executive Director during the year to be submitted to the Board of Directors at its spring meeting.
- To carry out such other responsibilities as the Board of Directors or President may direct.Administrative personnel and consultants may be employed or retained as directed by the Board of Directors.The Executive Director and administrative staff shall be under the direction and supervision of the President, subject to the control of the Board of Directors.Unless otherwise provided by contract, the Executive Director shall serve as the will of the Board of Directors.Whenever a vacancy occurs in the position of the Executive Director, the President shall appoint a committee to investigate the qualifications of applicants.The Board of Directors shall determine the salary of the Executive Director and such other administrative personnel and consultants as shall be employed or retained.
3.30 Other Offices
The Society may, in addition to its principal office, have offices at such other places as the Board of Directors may from time to time designate or as the business of the Society may require.
Article IV - Membership - Top
4.10 Classes of Membership
The Society shall have the following classes of membership: Active, Associate, Affiliate, Transitional, Resident, Honorary, Life and Retired. Any physician or scientist interested in the affairs of the Society shall be eligible for election to membership in the Society. All applications for membership shall be submitted to the Board of Directors and either approved by said Board or approved in such other manner as the Board may prescribe.
4.101 Active Membership
Active members shall be physicians who are actively engaged in the practice of Anesthesiology and who reside within the United States and Canada.Only active members shall be eligible to hold office in the Society.
4.102 Associate Membership
Associate members shall be physicians who reside outside the United States and Canada.
4.103 Affiliate Membership
Affiliate members shall be physicians or scientists, who while not engaged in administering clinical anesthesia, are nevertheless interested in regional anesthesia and pain medicine.
4.104 Resident Membership
Resident members shall be individuals in training in anesthesiology programs approved by the Accreditation Council on Graduate Medical Education.
4.105 Transitional Membership
Transitional membership shall be extended to residents, who have completed residency training, for up to 18 months following completion of residency. Transitional members shall not be required to pay dues and may register for Society meetings at the resident fee. Transitional member status shall expire on December 31 the year following the year of completion of residency at which time a transitional member shall be converted to active member status.
4.105 Honorary Membership
Honorary members shall be those distinguished medical practitioners or scientists who have rendered conspicuous service to the medical profession and whom the Society desires to recognize.Honorary membership shall be recommended by Active Members and approved by the Committee on Membership and the Board of Directors.
4.106 Life Membership
Life members shall be all honorary members, all past Presidents of the Society and all past members of the Board of Directors who have served at least six years on the Board of Directors. Life membership shall also be extended to all recipients of the Distinguished Service Award, the Labat Lecturer and the Bonica Lecturer, provided the said individuals are members of the Society.
4.107 Retired Membership
Retired members shall be former Active, Associate or Affiliate members for ten consecutive years or more who are no longer in practice. To be eligible for Retired Membership, an individual must request "Retired" status, in writing, from the Committee on Membership.
4.108 Special Interest Groups
Any group of twenty-five (25) or more regular members of the Society may form a Special Interest Group by filing a written application with the Executive Officer and subsequent approval by the Board of Directors.The application should contain the names and qualifications of the Special Interest Group founding members, the name of the proposed Special Interest Group, and a description of the Special Interest Group's proposed activities and the qualifications needed for membership in the Special Interest Group. Only one Special Interest Group will be permitted in a subject area. Any member of the Society may join any of the Special Interest Groups and may belong to more than one. All members of a Special Interest Group must be members of ASRA. Each Special Interest Group must submit an annual report to the ASRA Secretary, describing the meetings held, publications, financial affairs, list of members and other matters as appropriate. The Special Interest Groups may offer suggestions to the ASRA Annual Regional Anesthesia Meeting and Workshops Program Committee and the ASRA Annual Pain Medicine Meeting and Workshops Program Committee as well as to ASRA Committees.
No Special Interest Group or Special Interest Group member may enter into a contract or agreement binding the Society, nor may a Special Interest Group or Special Interest Group member purport to speak on behalf of the Society. The Special Interest Group bylaws or operating procedures shall provide that all debts and liabilities incurred by the Special Interest Group are the sole responsibility of the Special Interest Group and are not the responsibility of the Society. The Special Interest Group may not use the ASRA logo or letterhead of the Society without approval of the Board of Directors. A Special Interest Group may not change its name without the consent of the Board of Directors. A Special Interest Group may not publish in any medium any educational, research or training material relating to regional anesthesia and pain management without the consent of the Board of Directors. The Board of Directors, as a condition of such consent, may require a disclaimer provided by the Society.
Bylaws. Special Interest Groups may adopt Bylaws and operating procedures for the regulation of affairs thereof, provided that such Bylaws do not conflict with the Articles of Incorporation or Bylaws of the Society. Special Interest Groups shall elect a chair and vice-chair using the principle of one vote per member. A Special Interest Group may charge dues to its members.
Meetings. Any Special Interest Group may hold scientific or professional meetings, provided that these are organized and financed by the Special Interest Group. Such meetings must not conflict with the Annual Regional Anesthesia and Annual Pain Medicine Meetings of the Society, and they must be open to all ASRA members on a space-available basis.
Assistance by the Society. The Special Interest Groups, their officers, and the members of the Group will be listed in the ASRA Directory of Members and the dates and sites of planned meetings will be listed in the ASRA Newsletter. Other Services will be provided to the Special Interest Groups on a basis of a negotiated fee. Dues for Special Interest Groups are collected at the same time as payment of annual ASRA membership dues. Special Interest Group dues and other funds received by ASRA on behalf of the Special Interest Groups are recorded in separate accounts which are solely under the control of the leadership of the Special Interest Groups and which are not part of the overall finances or assets of ASRA. Such funds are distributed by ASRA only at the specific direction of the Special Interest Group President. Such funds may be held by ASRA on behalf of the Special Interest Group or may be transferred by ASRA directly to the Special Interest Group.
Inactive Special Interest Groups. Any Special Interest Group not submitting an annual report will be notified that if a report is not submitted within six (6) months the Special Interest Group may be considered inactive and the Special Interest Group funds distributed.
4.20 Dues
4.201
The annual dues for all members shall be in such amount as the Board of Directors may determine.
4.202
There shall be no annual dues or assessments required of Honorary, Life or Retired Members.
4.203
Annual dues shall be assessed on a January 1 through December 31 fiscal year basis. By the first day of December in each year, each member shall be sent a notice of the per capita dues levied by the Board of Directors.
4.204
Such per capita dues shall apply in the same manner immediately upon the admission or reinstatement of members. Dues for new members admitted after September 1 of any calendar year shall be applied to the upcoming year while membership will become effective immediately.
4.205
The Board of Directors shall establish and may revise the schedule of dues for active and resident members.
4.206
The Board of Directors shall have the authority to adjust the payment of dues for any member or former member.
4.30 Delinquency in Payment of Annual Assessment
4.301
Any member whose dues have not been paid by the established due date shall lose all membership privileges.
4.302
The executive office shall notify any member who is thirty (30) days in arrears of the due date. If dues are not paid after thirty (30) days in arrears, the executive office shall notify the member of the loss of his/her membership privileges, and of the option for reinstatement upon payment of back dues.
4.303
Any member whose dues have not been paid ninety (90) days following the due date shall be dropped from the membership rolls of the Society, and shall be notified by the Executive Office. Any member dropped from the membership rolls for delinquent dues may be reinstated upon payment of dues for the current year.
4.40 Special Assessments
Special assessments may be adopted by the Board of Directors and, once adopted, shall become the obligation of all dues-paying members in such forms and amounts as the Board of Directors shall declare.Unless otherwise stipulated by the Board of Directors, delinquency in regard to payment ofa special assessment shall be treated in the same fashion as delinquency in the payment of annual assessments.
4.50 Meetings
4.501 Annual Clinical Meetings
Two clinical meetings shall be held annually for the memberships at places and dates designated by the Board of Directors. One meeting shall be held in the spring while the other shall be held in the fall after the annual meeting of the American Society of Anesthesiologists.
4.502 Regional Anesthesia Meeting
The clinical meeting held in the spring shall emphasize regional anesthesia issues.
4.503 Pain Medicine Meeting
The clinical meeting held in the fall shall emphasize pain medicine issues.
4.504 Special Meetings
Special meetings of the membership may be called by the President or the Board of Directors.
4.505 Notice of Meetings
Written notice stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered to the membership not less than ten (10) nor more than fifty (50) days before such meeting, either personally, by electronic communication or by mail, by or at the direction of the President or the Board of Directors.If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at their address as it appears on the records of the Society.
4.506 Waiver of Notice of Meetings
Anything in these Bylaws notwithstanding, a waiver of any notice herein or by law required, if in writing and signed by the member entitled to such notice, whether before the time of the event for which such notice was required to be given, shall be the equivalent of the giving of such notice. A member who attends a meeting shall be deemed to have had timely and proper notice of the meeting, unless the member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Article V - Directors - Top
5.10 General Powers
The business of the Society shall be managed by the Board of Directors.
In addition to the powers and authorities by these Bylaws, expressly conferred upon them, the Board of Directors shall exercise all powers of the Society and do all lawful acts and things as are authorized or required by statute to be exercised or done by directors.
5.20 Responsibilities
5.201
The Board of Directors shall focus on the Society's core mission of education and research.
5.202
The Board of Directors shall constantly reaffirm the Society's unique niche and not allow its focus to become diffused.
5.203
Healthcare policy advocacy is the responsibility of the American Society of Anesthesiologists with, as appropriate, input from the Board of Directors and the members.
5.204
The Board of Directors shall be charged with the responsibility of presenting Regional Anesthesia and Pain Medicine as important clinical subspecialties to trainees, colleagues, and industry.
5.205
The Board of Directors shall recognize the Society serves the diverse needs of both academic and clinical practitioners of regional anesthesia and pain medicine.
5.206
The Board shall continuously monitor changes in American Society of Anesthesiologists policy and procedures so that the Society is in a position to capitalize on potentially beneficial collaborations.
5.30Composition
The Board of Directors shall consist of six (6) officers, six (6) elected Directors, and the Founding Members of the Society.
5.40 Terms
5.401 Directors
The terms of directors shall commence at the close of the spring Annual Clinical Meeting. A member, who has previously served on the Board of Directors, shall be eligible for election to the Board of Directors following a lapse of one year in service on the Board of Directors. The terms of officers may be served in addition to the term limitation for a director.
A Director shall be elected for a two-year term and may be re-elected for up to three (3) terms, including election to an unexpired term, provided service as a director does not exceed six (6) years in total.
5.402 Founding Members
The Founding Members shall serve on the Board of Directors in perpetuity.
The Founding Members shall have the right to send one member to the mid-year meeting of the Board of Directors, who shall be a non-voting attendee. The Founding Member who shall attend the mid-year meeting of the Board of Directors shall be reimbursed for travel and lodging expenses in accordance with established reimbursement procedures.
Attendance by a Founding Member at the Board of Director meeting coincident with the spring meeting shall receive reimbursement for lodging expenses consisting of up to two (2) nights hotel stay.
Founding Members, who are specifically invited by the President and with approval by the Board of Directors for the purpose of addressing a specified topic at the Board of Directors meeting coincident with the spring clinical meeting shall be reimbursed for travel and lodging expenses.
The Founding Members are: L. Donald Bridenbaugh, M.D.; Harold Carron, M.D.; Jordan Katz, M.D.; P. Prithvi Raj, M.D.; and Alon P. Winnie, M.D.
5.50 Vacancies
Any vacancy in the Board of Directors may be filled for the unexpired term by a 2/3 majority vote of the remaining Directors at any regular or special meeting of the Board of Directors.
5.60 Resignations
Any Director of the Society may resign at any time, orally or in writing, by notifying the President or the Secretary-Treasurer of the Society. Such resignation shall take effect at the time therein specified; and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
5.70 Removal
Any Director may be removed by resolution declaring such removal to be in the best interest of the Society and adopted at any regular or special meeting of the Board of Directors by two-thirds of the Directors then in office.
5.80 Elections of Directors
The Committee on Nominations will submit a list of candidates who agree to serve if elected to the Board of Directors. Additional nominations may be made by the Board of Directors at the time of the election. On such election, each Director shall have one vote, and the majority vote of the Directors shall be necessary to elect the nominee. Upon the first election of any person as a Director, the Secretary-Treasurer shall give them notice thereof. Acceptance of such election shall be evidenced either in writing or by attendance at the next meeting of the Board of Directors.
5.90 Meetings
5.901 Organization
The President shall serve as presiding officer of the meeting of the Board of Directors. The President-Elect shall preside in the absence of the President. If both the President and the President-Elect are absent, the Board of Directors may choose its own presiding officer.
5.902 Place of Meeting
The Board of Directors may hold its meetings at such place or places within or outside the Commonwealth of Virginia as the Board of Directors may from time to time by resolution determine, or unless contrary to resolution of the Board of Directors, at such place as shall be specified in the respective notices or waivers of notice thereof.
5.903 Regular Meetings
The Spring Meeting of the Board of Directors shall be held at each spring clinical meeting of the Society. There shall be an interim meeting of the Board of Directors on a date established by the Board of Directors.
5.904 Special Meetings
The President may call special meetings of the Board of Directors as business may require. Members of the Board of Directors may participate in a special meeting by means of conference telephone or similar communications equipment, provided that all members of the Board of Directors participating in such a meeting can hear each other.
5.905 Notice of Meetings
Unless required by resolution of the Board of Directors, notice of any regular meeting of the Board need not be given. Notice of each special meeting shall be mailed to each Director, addressed to them at their residence or usual place of business, at least thirty (30) days before the date on which the meeting is to be held or such notice shall be sent
to the Director at such place by overnight, courier, or electronic media, or be delivered to them personally or by telephone not later than twenty-four (24) hours before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purposes of the meeting. No notice of the reconvening of any adjourned or recessed meeting need be given, except as contained in the resolution or ruling directing the adjournment or recess.
5.906 Waivers of Notice of Meetings
Anything in these Bylaws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any Director if such notice shall be waived by them in writing (including overnight, courier, or electronic media) before or after the meeting. A Director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he/she attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
5.907 Quorum and Manner of Acting
One-third (1/3) of the members of the Board of Directors in good standing and eligible to vote shall be considered a quorum for the transaction of business at both regular and special meetings of the Board of Directors. The act of a majority of the members of the Board of Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the members of the Board of Directors present may adjourn the meeting from time to time until a quorum is present.
5.908 Procedure
The order of business at a meeting of the Board of Directors shall be as follows:
- Call to Order and Determining Quorum
- Reading of Minutes (Acceptance of Minutes if Mailed)
- Introduction of Guests
- Report of the Executive Committee
- Report of Standing Committee
- Report of Other Committees and Subcommittees
- Unfinished Business
- New Business
- Special Announcements
- Adjournment
5.909 Consent in Writing
Any action required to be taken at a meeting of the Board of Directors or which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so to be taken, shall be signed before such action by all the members of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote.
Article VI - Officers - Top
6.10 Officers
The officers shall be the President, President-Elect, Vice President for Scientific Affairs, Secretary-Treasurer, Associate Secretary-Treasurer and the Immediate Past President.
6.20 Terms
The terms of officers shall commence at the close of the spring Annual Clinical Meeting. The terms of officers may be served in addition to the term limitation for a director.
6.201 President
The President shall serve for a single two-year term automatically followed by a term as Immediate Past President.
6.202 President-Elect
The President-Elect shall be elected for a single two-year term automatically followed by a term as President.
6.203 Vice President for Scientific Affairs
The Vice President for Scientific Affairs shall be elected for a single two-year term.
6.204 Secretary-Treasurer
The Secretary-Treasurer shall be elected for a two-year term and may be re-elected for up to three (3) terms either consecutive or nonconsecutive. The Secretary-Treasurer is no longer eligible to be elected to this office following three (3) terms in office.
6.205 Associate Secretary-Treasurer
The Associate Secretary-Treasurer shall be elected for a two-year term and may be re-elected for up to three (3) terms either consecutive or nonconsecutive. The Associate Secretary-Treasurer is no longer eligible to be elected to this office following three (3) terms in office.
6.206 Immediate Past President
The Immediate Past President shall serve a two-year term.
6.30 Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors, unless otherwise expressly provided for in these Bylaws.
6.40 Resignations
Any officer may resign at any time by giving oral or written notice to the Board of Directors, or the President, or the Secretary-Treasurer of the Society. Any such resignation shall take effect at the date of receipt of such notice, or any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
6.50 Removal
Any officer may be removed by resolution declaring such removal to be in the best interest of the Society and adopted at any regular or special meeting of the Board of Directors by two-thirds of the Directors then in office.
6.60 Elections of Officers
The Committee on Nominations will submit a list of candidates for each office for election by the Board of Directors. Additional nominations may be made from the Board of Directors at the time of the election. Only voting members of the Board of Directors of the Society shall be eligible to be elected to an office in this Society. On such election, each Director shall have one vote and the majority of the Directors shall be necessary to elect the nominee.
6.70 Officers Responsibilities
6.701 President
- The President shall be the chief executive and administrative officer of the Society, subject, however, to the control of the Board of Directors and of any duly authorized committee of Directors.
- The President shall perform all duties incident to the office and such other duties as may from time to time be assigned by the Board of Directors.
- The President shall serve as chair of the Executive Committee upon which he/she shall serve as a voting member.
- The President shall serve as an ex-officio member without vote on all committees.
- The President shall appoint all committee chairs.
- The President shall have all other powers and authorities as are conferred elsewhere in these Bylaws.
6.702 President-Elect
- The President-Elect shall witness the affairs of the Society in anticipation of his/her term of office as President.
- The President-Elect shall, in the absence of the President, perform those duties and shall serve as Acting President in the event that office becomes vacant prior to the election.
- The President-Elect shall be chair of the Section on Administration and shall coordinate the activities of the committees of that Section.
6.703 Vice President for Scientific Affairs
- The Vice President for Scientific Affairs shall witness the affairs of the Society in anticipation of his/her term of office as President-Elect.
- The Vice President for Scientific Affairs shall assist the President in the administration of the affairs of the Society, shall be Chair of the Section on Education and shall coordinate the activities of the committees of that Section.
- The Vice President for Scientific Affairs shall, in the absence of the President-Elect, perform those duties and shall serve as Acting President-Elect in the event that office becomes vacant prior to an election.
6.704 Secretary-Treasurer
- The Secretary-Treasurer shall perform the duties generally pertaining to that office and shall be responsible to the Board of Directors.
- The Secretary-Treasurer shall receive, disburse, manage and account for all funds of the Society, as directed by the Board of Directors.
- The Secretary-Treasurer shall maintain and preserve the records, papers, books, archives, and other property belonging to the Society.
- The Secretary-Treasurer shall be responsible for collecting all dues and assessments.
- The Secretary-Treasurer shall render a statement summarizing the receipts and expenditures of their office at the Spring Meeting of the Board of Directors.
6.705 Associate Secretary-Treasurer
- The Associate Secretary-Treasurer shall witness the affairs of the Society in anticipation of his/her term of office as Secretary-Treasurer.
- The Associate Secretary-Treasurer shall, in the absence of the Treasurer, perform those duties and shall serve as Acting Secretary-Treasurer in the event that office becomes vacant prior to the election.
6.706 Immediate Past President
The Immediate Past President shall be a voting member of the Board of Directors and will perform the duties assigned by the President or as stated in these Bylaws.
Article VII - Sections and Committees - Top
7.10 Purpose
To accomplish the objectives of the Society, certain activities may be affected more expeditiously by delegating such activities to sections and/or committees consisting of members of the Society.
7.20 Sections
The Sections of the Society shall be:
7.201 Section on Administration
The Chair of the Section on Administration will be the President-Elect of the Society.
7.202 Section on Education
The Chair of the Section on Education will be the Vice President for Scientific Affairs
of the Society.
7.203 Section on Journal
The Chair of the Section on the Journal will be the Editor of the Journal
7.30 Table of Organization
All committees shall be assigned to a Section of the Society and shall report to the Board of Directors though the Chair of their respective Sections. The Chair of each section shall direct and coordinate the activities of the various committees included in that section.
7.40 Committees
7.401 Composition
Each standing committee shall be composed of six regular members and a chair unless specified otherwise by these Bylaws. Adjunct and consultant members may be appointed to a committee by the President for one-year terms.
- An adjunct member is a member of the Society and will have a vote on decisions at the committee level.
- A consultant member may be a non-member of the Society and will not have a vote on decisions at the committee level.
7.402 Appointment of Committees and Chairs
The President-Elect shall select the chairs and members of each committee in consultation with the Board of Directors at the Interim Meeting of the Board preceding the Spring Meeting at which the President-Elect becomes President. Unless otherwise specified in these Bylaws, the President shall appoint the chairs and members of committees at the Spring Meeting at which the President takes office and shall fill vacancies as they occur.
7.403 Ad Hoc Committees
The President may appoint Ad Hoc Committees. Such committees shall be limited to
the tenure of office of the President appointing them.
7.404 Terms
7.4041 Terms of Committee Chairs
A chair may be appointed for any number of successive two-year terms.
7.4042 Terms of Committee Members
Committee members shall serve for three years, unless otherwise specified in these Bylaws, provided that the President may replace a committee member at the end of any year prior to the expiration of their term for any cause deemed by him/her sufficient, which cause shall be specified in writing. Staggered terms shall be created in the initial appointment of new committees by dividing the initial appointments as nearly equally as the numbers of members permit among three, two and one year terms. Members whose initial appointments were for terms of one or two years shall remain eligible for appointment to two full successive terms. Committee appointments shall be limited to two full successive terms unless otherwise stipulated in these Bylaws.
After a lapse of one year or more in membership on a committee, a member is again eligible for appointment to that committee irrespective of the number of years of previous committee membership. Term of office shall commence upon conclusion of the Spring Meeting of the Board of Directors following the appointment.
7.50 Committee Structure
The following shall be the standing Committees of the Society.
- Executive Committee
- Committee on Finance
- Committee on Annual Meetings
- Committee on Articles of Incorporation, Bylaws and Administrative Procedures
- Committee on Nominations
- Committee on Awards
- Committee on Membership
- Committee on Education
- Committee on Research
- Committee on Communication
- Judicial Committee
- Committee on Newsletter
- Section on the Journal
7.501 Executive Committee
The Executive Committee shall be composed of the six (6) officers: President,
President-Elect, Vice President for Scientific Affairs, Secretary-Treasurer, Associate
Secretary-Treasurer and the Immediate Past President.
The Executive Committee shall act upon emergency and other measures when time does not permit a meeting of the Board of Directors, and may exercise those powers of the Board of Directors that do not require a two-third (2/3) or greater vote of the Board of Directors for decision.
7.502 Committee on Finance
The Committee on Finance shall serve to receive, to investigate, to review and to re-evaluate continually all financial affairs of the Society, however initiated, and to report to the Board of Directors at its annual or other meetings pertinent conclusions and recommendations for actions in the area of fiscal management and policy.
7.503 Committees on Annual Meetings
The Committees on Annual Meetings shall organize and direct all aspects of the scientific programs of the spring and fall clinical meetings.
7.504 Committee on Articles of Incorporation, Bylaws and Administrative Procedures
The Committee on Articles of Incorporation, Bylaws and Administrative Procedures shall periodically review the Articles of Incorporation, Bylaws and Administrative Procedures and make such recommendations for amendment as it shall see fit. This committee shall prepare amendments as recommended by the Board of Directors and other committees for consideration by the Board of Directors. It shall be the duty of this committee to interpret these Bylaws at the request of officers, the Board of Directors, Committees, or the membership of the Society.
7.505 Committee on Nominations
The Committee on Nominations shall be composed of three members, consisting of the Immediate Past President, the President, and a member-at-large from the Board of Directors appointed by the President. The Chair of the committee will be the Immediate Past President of the Society. This committee shall submit the names of potential candidates for offices to be elected at the mid year meeting of the Board of Directors.
7.506 Committee on Awards
7.5061 Composition
The Committee on Awards shall be composed of nine members, three members of the Board of Directors and six active members of the Society. A member of the Board of Directors and two active members will serve for a three- year term unless deemed otherwise by the President. The member of the Board of Directors will be the Chairperson of each Subcommittee for each award.
7.5062 Subcommittee on the Bonica Award
In the first year of the term, the three members heretofore described will be assigned to the Subcommittee on the Bonica Award.
7.5063 Subcommittee on the Distinguished Service Award
In the second year of the term, the three members heretofore described will be assigned to the subcommittee on the Distinguished Service Award. Two past recipients of the Distinguished Service Award will be designated adjunct members of the subcommittee, along with another member of the Society on a yearly basis.
7.5064 Subcommittee on the Gaston Labat Award
In the third year of the term, the three members heretofore described will be assigned to the subcommittee on the Gaston Labat Award. Two past recipients of the Gaston Labat Award will be designated adjunct members of the subcommittee along with another member of the Society on a yearly basis.
7.507 Committee on Membership
This committee shall receive and consider all applications for membership. This committee shall have the right to delegate the application process to the Executive Director of the Society. This committee may make recommendations to the Board of Directors for additional categories of membership.
7.5071 Composition
The Committee shall consist of the President-Elect, the Resident Section Committee Chair-Elect, and additional members appointed by the Chair for two-year terms. The President-Elect shall serve as Chair of the Committee. The Committee shall meet at least annually at the annual scientific meeting.
7.2072 Function
The Committee shall receive and consider all applications for membership. This committee shall have the right to delegate the application process to the Executive Secretary of the Society. This committee may make recommendations to the Board of Directors for additional categories of membership.
The Committee shall develop and recommend programs to improve membership recruitment, development and retention.
7.508 Committee on Education
7.5081 Composition
The Committee on Education will include a Chair appointed for a 6 year term, the Vice-President of Scientific Affairs, and three other members appointed for three-year terms, who are not members of the Board.
7.5082 Function
The Committee on Education will provide oversight for all the
educational missions of the Society, including:
- Review of the members needs as determined by assessments at the
various meetings of the Society and by periodic surveys of the membership.
- Development and review of evaluations of all the educational offerings.
- Development of an overall curriculum that will be provided to the membership on a regular basis addressed by the educational products of the Society.
- Prepare recommendations to the Board and the Program Committees regarding types and formats of educational meetings that will be provided.
- Development of new and innovative educational techniques and venues.
7.5083 Meetings of the Committee
The Committee will meet at least twice per year. A mid-year meeting will be
scheduled to allow for review of the evaluations of the previous Scientific
Meeting, as well as a review of the proposed Scientific and Pain Medicine
Programs. The Chair of the next upcoming Scientific Program and Pain
Meeting will attend the mid-year meeting.
7.509 Committee on Research
The Committee shall review all applications for grants from the funds of the Society for
basic science and clinical investigations and educational projects relating to regional anesthesia for surgery, obstetrics, and pain medicine. The Committee will make appropriate recommendations for funding of such applications.
7.510 Committee on Communications
7.5101 Composition
The Chair and two other members will be appointed for three terms. The
Committee will also include the editor of the Journal, the chair of the
Committee on Education and the two chairs of the Committee on Newsletter. The Committee will meet at least annually at the annual scientific meeting.
7.5102 Function
The Committee on Communications will advise the Board regarding all means
of communicating with the membership, including the provision of some of the educational products of the Society by electronic means.
The Committee will have oversight of the Society's Web site, Newsletter
publication and distribution, and production and dissemination of electronic
educational products, as well as provide guidance and instruction to Society speakers regarding the integration of electronic media into the Society educational products.
7.511 Committee on Newsletter
The Committee on Newsletter shall serve cause to publish a newsletter to disseminate information of educational value to the membership and to provide reviews and updates of the Society's varied products and services. The Committee on Newsletter shall consist of the newsletter's editorial board.
7.512 Judicial Committee
7.5121 Composition
The Judicial Committee shall consist of the three immediate Past Presidents of
this Society. The Senior Past President in tenure shall serve as Chairperson and will be replaced at the end of his/her term in that capacity by each new Senior Past President.
7.5122 Function
The Judicial Committee shall hear and determine disciplinary questions brought before it according to the provisions of these Bylaws. All members of this Society whose membership is jeopardized by censure, suspension, or expulsion by an action of this Society other than for non-payment of dues my appeal such action to the Judicial Committee. Pending the disposition of such appeal, the status of the member shall remain unchanged provided the appeal is received within sixty (60) days of notification of censure, suspension, or expulsion. The Judicial Committee shall investigate each complaint and conduct a hearing after notification of the complainant at least thirty (30) days prior to the hearing. The findings and recommendations of the Judicial Committee shall be submitted to the Board of Directors for final action.
7.513 Section on Journal
7.5131 Function
This Society shall sponsor and cause to be published a scientific journal which shall contain articles concerning the study and practice of regional anesthesia and pain medicine.
7.5132 Editor-in-Chief and Editors
The journal will be directed by an Editor-in-Chief and Editors, all of whom shall be members of the Society. The term of office of each editor shall be for a period of three years commencing at the close of the Spring Meeting of the Society at which he/she is appointed by the President with the approval of the Board of Directors. Nominees for the position of Editor-in-Chief or Editor will be submitted to the Board of Directors by the Editor-in-Chief with the approval of the Editors. Election will be by majority vote of the Board of Directors. The tenure of office of an Editor shall be limited to an aggregate of three terms of three years or fraction thereof, excepting, however, that of the Editor-in-Chief, who may serve as Editor-in-Chief for nine years in addition to their terms(s) as Editor. The Editor-in-Chief and Editors will recommend outstanding members of the scientific community as Consulting Editors to the journal with the approval of the Board of Directors. The Editor-in-Chief will report to the Board at the Annual Spring Meeting and the mid-year meeting.
7.5133 Vacancies of the Editor-in-Chief and Editors
In the event a vacancy occurs in the position of Editor-in-Chief or Editor by reason other than expiration of a term, a successor may be elected at any official meeting of the Board of Directors, and such successor may serve for the remainder of the term and be eligible for two additional three- year terms.
7.5134 Honoraria
The Board of Directors shall determine the amount of the honoraria to be extended to the Editor-in-Chief and Editors.
Article VIII - Limitation on Liability and Indemnification - Top
8.10 Limitation on Liability
In any proceeding brought by or in the right of the Society or brought by or on behalf of members of the Society, the maximum damages for which a director or an officer of the Society shall be liable to the Society arising out of any single transaction, occurrence or course of conduct, shall be limited to the amount of compensation received by such director of officer from the Society during the twelve months immediately preceding the act or omission for which liability was imposed and if such director of officer served without compensation, he shall not be liable for any damages in any such proceeding. The liability of a director or officer shall not be limited as provided above if such director or officer was adjudged to have engaged in willful misconduct or a knowing violation of the criminal law.
8.20 Right to Indemnification
Every person and their heirs, executors and administrators, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any kind, whether civil, criminal, administrative, arbitrative or investigative, or was or is the subject of any claim, and whether or not by or in the right of Society, by reason of his/her being or having been a director or officer of the Society, or by reason of their having served or serving on a committee of the Society shall be indemnified by the Society against expenses (including attorneys' fees,) judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of all kinds, actually and reasonably incurred by them in connection with, or resulting from, such action, suit, proceeding or claim, if he/she acted in good faith and in the manner he/she believed to be in, or not opposed to, the best interests of the Society, and with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful, provided that no indemnification shall be made in respect of any claim, issue or matter as to which he/she shall have been adjudicated to be liable to the Society (i) brought by or in the right of the Society or (ii) in any other proceeding charging improper personal benefit for him/her, whether or not involving actions in his/her official capacity, in which he/she is adjudged liable on the basis that such personal benefit was improperly received by him/her; unless, and only to the extent, in any such case that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, he/she is fairly and reasonably entitled to indemnity. The termination of any such action, suit or proceeding by judgment, order or conviction, or upon a plea of nolo contendere or its equivalent, or by settlement, shall not of itself create a presumption that any such person did not act in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interest of the Society.
8.30 Determination of Right to Indemnification
Any indemnification under the preceding paragraph (unless ordered by a court) shall be made by the Society only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances because he/she had met the applicable standard of conduct set forth in the said paragraph. Such determination may be made either (i) by the Board of Directors of the Society by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the members.
8.40 Expenses Prior to Indemnification
Expenses (including attorneys' fees) incurred by or in respect of any such person in connection with any such action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be paid by the Society in advance of the final disposition thereof upon receipt of an undertaking by, or on behalf of, such person to repay such amount, unless it shall ultimately be determined that he/she is entitled to be indemnified by the Society.
8.50 Indemnification of Additional Employees
The Board of Directors of the Society shall have the power, generally and in specific cases, to indemnify its other employees and agents to the same extent as provided in this Article with respect to its director and officers.
8.60 Additional Rights to Indemnification
The provisions of this Article are in addition to, and not in substitution for, any other right to indemnity to which any person who is or may be indemnified by or pursuant to this Article may otherwise be entitled, and to the powers otherwise accorded by law to the Society to indemnify any such person and to purchase and maintain insurance on behalf of any such person against any liability asserted against or incurred by them in any capacity referred to in this Article or arising out of their status as serving or having served in any such capacity (whether or not the Society would have the power to indemnify against such liability.)
8.70 Enforceability
If any provision of this Article shall be adjudicated invalid or unenforceable, such adjudication shall not be deemed to invalidate or otherwise affect any other provision hereof or any power of indemnity which the Society may have under the laws of the Commonwealth of Virginia.
Article IX - General Provisions - Top
9.10 Amendments
The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the Bylaws of the Society at any regular or special meeting thereof. This power shall not be exercised by the Executive Committee.
