Bylaws of the
Surgical Critical Care Program Directors Society (SCCPDS)
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ARTICLE I Name
Section 1.01 Name. The name of the organization shall be: Surgical Critical Care Program Directors Society.
Section 1.02 Registered Office. The location and post office address of the registered office of the Corporation shall be specified in the Articles of Incorporation or by the Board of Directors.
ARTICLE II Purpose
Section 2.01 Purposes. The purposes of the Society shall be as follows:
a. To provide a forum for the exchange of information and for discussion on a wide range of subjects related to post-graduate training in surgical critical care.
b. To maintain high standards of surgical critical care fellowship training by improving graduate education and patient care.
c. To provide advice, assistance, and support to program directors on matters pertaining to surgical critical care education, training, work force issues and accreditation.
d. To encourage research into all aspects of the education and training of critical care surgeons and affiliated subspecialties.
e. To represent the interests of program directors in the education and training of high quality surgical intensivists to other organizations, individuals and governmental agencies or regulatory bodies.
ARTICLE III Members
Section 3.01 Membership and Voting. The membership of the Corporation shall consist of the following:
a. Full membership in the Society is limited to officially designated program directors and associated program directors, if applicable, of surgical critical care fellowship programs accredited by the Accreditation Council for Graduate Medical Education (ACGME) or the Royal College of Physicians and Surgeons of Canada. Membership is also open to persons in leadership roles at institutions with accredited surgical critical care fellowships. Each Member shall be entitled to one vote per institution on all matters to be voted on by the society. Annual dues will be charged to each member institution.
b. Past presidents of the Society are members of the Society.
c. Each Member shall be entitled to appoint an alternative person in writing to vote on their behalf on all matters to be voted on by the Society.
d. All active member programs will participate in the National Resident Matching Program (NRMP).
e. The Society does not discriminate in membership based on age, race, gender, ethnicity, religion, or disability.
Section 3.02 Admission to Membership and Termination of Membership.
a. Admission to Membership: When a training program is accredited by the Residency Review Committee (RRC), the program director or associate program director, becomes eligible for membership in the Society. Active membership occurs upon payment of annual dues and receipt by the Society of contact information from the new Member (address, phone, e-mail address). Former program directors may remain full members of the Society for five (5) years.
b. Termination of Membership: Membership may be terminated for dues in arrears for a period of three (3) years. Any member who is suspended from his/her local medical society or who is otherwise disqualified for good and sufficient reason shall forfeit his/her membership in the Society. Programs that do not participate in the NRMP or violate the NRMP Participation Agreement shall risk forfeiting membership in the Society.
Section 3.03 Place of Meetings. All meetings of the members shall be held at such place, as may be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof.
Section 3.04 Date of Annual Meetings. An annual meeting of the members shall be held in each calendar year on such day and at such time as the Board of Directors shall fix, at which the Members shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. Any business may be transacted at the annual meeting, irrespective of whether the notice of such meeting contains a reference thereto, except as otherwise required by these Bylaws, or by the Corporation Not-for-Profit Code.
Section 3.05 Special Meetings. Special meetings of the Members, for any purpose or purposes, may be called at any time by the Board of Directors, or by a quorum of Members constituting at least 10% of the membership. Upon receipt of any written request from a source authorized to call such a meeting it shall be the duty of the Secretary to call a special meeting of the members to be held at such time, not more
than ninety days after the receipt of the request, as the Secretary may fix. If the Secretary may neglect or refuse to issue such call, the person or persons making the request shall be limited to the purposes stated in the notice.
Section 3.06 Notice. Written notice of every meeting of the members, specifying the place, date of the meeting, and hour shall be given either personally, by mail, or electronically (by e-mail or fax) at least five days prior to the meeting, to each Member entitled to vote. The general nature of the business of the meeting may be specified, and shall be specified in case of special meetings or when required by the Society Not-for-Profit Code. The agenda for the business meeting will be distributed prior to the meeting.
Section 3.07 Quorum. A meeting of members duly called shall not be organized for the transaction of business unless a quorum of Members and alternates entitled to vote (i.e., ten percent of the membership) is present. Those present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. If a meeting of the members cannot be organized because a quorum has not attended, the Members present shall have power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine.
Section 3.08 Manner of Voting. In an election for Directors, voting shall be oral unless a written ballot is requested, and the candidates receiving the highest number of votes shall be elected. In all other matters, voting shall be oral unless otherwise required by law, the President, or the majority of Members present vote to require voting by ballot or the oral vote is sufficiently disputed to require written ballots to determine the position of those Members entitled to cast at least a majority of the votes which all members present and voting are entitled to cast.
ARTICLE IV Directors
Section 4.01 Composition and Number of Directors. The Board of Directors of the Society shall consist of the President, the President Elect, the Secretary, the Treasurer, the Immediate Past President, and two members elected from the membership. Board members who are absent two consecutive board meetings may be replaced by action of the president.
Section 4.02 Election.
a. The President will serve a term of 2 years.
b. The President–Elect shall serve a term of 2 years and assume the position of President at the end of the current President’s term.
c. The Secretary and Treasurer shall each serve as members of the Board of Directors for a term of three years with no members to serve more than two consecutive terms (exclusive of possible officership).
d. Two (2) at-large members of the Board of Directors shall be elected on alternating years by the members of the Society for one three-year term. The member-at-large will only serve one term.
Section 4.03 Meetings. The Board of Directors shall meet at least twice annually. Special meetings may be called at any time by the President, or by written request of a majority of the Board of Directors. A majority of the Board of Directors shall constitute a quorum for the transaction of business. Notice shall be given to all Directors in person, or by telephone, electronically (by e-mail or fax), or by mail, at least two days prior to any regular meeting. The notice of the Directors’ meeting shall include the purpose of the meeting if the purpose of such meeting is to amend the bylaws.
Section 4.04 Duties and Powers. The Board of Directors shall have the responsibility for managing the affairs of the Society. Specific duties and powers of the Board of Directors shall include, but not be limited to, the following:
a. To transact all business required to carry out the objectives of the Society.
b. To determine initiation fees and annual dues of all categories of Members.
c. To elect all Members and from time to time adopt rules and regulations for such election.
d. To create, approve, and direct standing and ad hoc committees of the Society.
e. To control the publication or publications sponsored by the Society and to appoint such editors and committees on publications for all such publications.
Section 4.05 Vacancies. Whenever a vacancy occurs among the elected members of the Board of Directors, the Board of Directors may appoint a member in good standing to fill the unexpired term of such individual until the next regular election of the Society.
Section 4.06 Conference Telephone. One or more Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Section 4.07 Compensation. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation thereof.
ARTICLE V Committees
Section 5.01 Standing Committees. The standing committees of the Society shall be as follows. Each standing committee may appoint subcommittees to carry out its duties subject to approval by the Board of Directors.
Section 5.011 Nominating Committee.
a. This Committee shall be chaired by the Immediate Past President. Members shall be appointed by the President and the two members-at-large. The President and Secretary will be non-voting members.
b. The duties of the Nominating Committee shall be to present a slate of nominees for the following offices in the year to be vacated: President; President Elect; Secretary; Treasurer; and two (2) members-at-large for the Board of Directors. Additional nominations for any position may be made from the floor during the annual meeting.
Section 5.012 Governance Committee. Three members at large (Chairperson of the Committee and two other members) appointed by the President will meet annually to review the bylaws.
Section 5.013 Audit Committee. Two members (Chairperson of the Committee and one other members) appointed by the President will meet annually to review the financial status of the Society, and the Chairperson will report to the membership at the annual business meeting of the Society.
Section 5.014 Membership Committee. The Secretary and three other members appointed by the President for three years will update the membership information annually to review that the membership list is current and that new Program Directors have been identified and contacted to facilitate their incorporation into the Society.
Section 5.015 Education Committee. The chairperson and four other members appointed by the President will be tasked with reviewing the curriculum for accuracy and completeness. They will also assure that the curriculum includes training in state of the art techniques and equipment used in caring for the critically ill patient.
Section 5.02 Ad Hoc Committees. The President may, from time to time, appoint such ad hoc committees as deemed necessary to conduct the affairs of the Society. The structure, term, and duties of such ad hoc committees shall be as determined by the President subject to the approval of the Board of Directors.
Section 5.03 Vacancies. Any vacancies in the composition of any Standing Committee or Ad Hoc Committee may be filled by Presidential appointment for the unexpired term of the individual vacancy.
ARTICLE VI Officers
Section 6.01 Officers. The Officers of the Surgical Critical Care Program Directors Society shall be the President, President Elect, Secretary, and Treasurer. Only members are eligible to be elected to these offices.
Section 6.02 President. The President shall preside at all regular and special meetings of the Society and the Board of Directors. In consultation with the Board of Directors, the President shall be responsible for the appointment of all standing and ad hoc committees and shall serve as an ex-officio member of all committees. The President shall perform all other duties normally associated with his/her office.
Section 6.03 President Elect. The President Elect shall a) preside at any regular or special meetings of the Society in the absence of the President, b) assume duties of the President in the event of incapacity, resignation or death of the President and c) assume Presidency at the Annual Meeting after the final year of the current President’s term.
Section 6.04 Secretary. The Secretary shall sign all official documents and shall carry out such other duties as are assigned by the Board of Directors. The Secretary shall be responsible for keeping a record of the proceedings of the meetings of the members, Board of Directors and reporting on such proceedings to the members of the Society annually. The Secretary and the Membership Committee shall maintain a list of the membership of the Society and shall notify all members of the Society of the date and place of the Annual Meeting and other official meetings of the Society. The Secretary may not be elected for more than two consecutive terms.
Section 6.05 Treasurer. The Treasurer shall be responsible for the receipt and disbursement of all funds of the Society. The Treasurer shall submit a written report at least annually to the board of Directors detailing all of the funds received and disbursed and present a detailed statement of the financial condition of the Society. This report will be provided to the Audit Committee and the Board of Directors in a timely manner during the annual meeting of the Society.
Section 6.06 Terms of Office and Vacancies.
a. The President and President Elect, shall be elected at the Annual Meeting of the Society for a term of two years each (or until their successors are elected) and the Secretary, Treasurer, and Members at Large, shall be elected at the Annual Meeting of the Society for a term of three years each (or until their successors are elected). The President Elect shall assume the office of President at the Annual Meeting after the final year of the current President’s term.
b. A vacancy in any office other than the President may be filled by the Board of Directors appointment until the next regular election of the Society.
ARTICLE VII Finance
Section 7.01 Fees, Dues and Assessments. The Board of Directors may by resolution from time to time, set or amend a schedule of dues or assessments, or both, applicable to Members; provided that such dues or assessments or both may be imposed upon all members of the same class either alike or in different amounts or proportions, and upon a different basis upon different classes of members; exempt members of one or more classes from either dues or assessments or both; and prescribe the times and methods of collecting such dues or assessments.
Section 7.02 Financial Reports. The Treasurer and Audit Committee shall present annually to the members a report, verified by the President and Treasurer, or by a majority of the Directors, which report shall indicate in appropriate detail:
a. The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report. The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
b. Such report shall be filed with the minutes of the meeting of members.
ARTICLE VIII Limitation of Liability, Indemnification, and Insurance
Section 8.01 Limitation of Liability. A Director of this Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless the Director has breached or failed to perform the duties of his or her office as amended from time to time, or any successor provision, and the breach or failure constitutes self-dealing, willful misconduct or recklessness. This provision shall not apply to the responsibility or liability of a Director pursuant to any criminal statute or the liability of a Director for payment of taxes pursuant to local, state, or federal law.
Section 8.02 Indemnification. The Corporation may choose to indemnify any officer or Director (or employee or agent designated by a majority vote of the Board of Directors to the extent provided in such vote) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (including action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director or officer (or employee or agent) of the corporation or is or was serving at the request of the Corporation as a director, officer (or employee or agent) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding. Officers and directors of any subsidiary of the Corporation shall be deemed to be persons acting as an officer or director of another corporation at the request of the Corporation. Indemnification pursuant to this Section shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Expenses incurred by an officer or Director (or employee or agent) purportedly indemnified in this Section in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 4.02 shall continue as to a person who has ceased to be a Director or officer (or employee or agent) of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 8.03 Insurance. The Board of Directors may authorize, by a vote of a majority of the whole Board of Directors, the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or officer (or employee or agent) of the Corporation, or is or was serving at the request of the Corporation as a director or officer (or employee or agent) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article IX. Furthermore, the Corporation may create a fund of any nature, which may, but need not be, under the control of a Director, or otherwise secure or insure in any manner its indemnification obligations referred to in Section 8.02 of this Article.
ARTICLE IX General Provisions
Section 9.01 Construction of Powers. Unless these bylaws expressly or by clear construction or implication so provide, nothing contained in these Bylaws is intended to or shall limit, qualify, or restrict any powers or authority granted or permitted to nonprofit corporations by the Corporation Not-for-Profit Code.
Section 9.02 Corporate Seal. The Board of Directors shall prescribe the form of a suitable corporate seal, which shall contain the full name of the Corporation and the year and state of incorporation.
Section 9.03 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 9.04 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Section 9.05 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Corporation Not-for-Profit Code or 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 to the giving of such notice. In the case of a special meeting of members, the waiver shall specify the general nature of the business transacted, but in all cases neither the nature of the business to be transacted nor the purpose of the meeting need be specified in the waiver. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting.
Section 9.06 Records. An original or duplicate record of the proceedings of the members and the Directors and other bodies, the books or records of account, the Bylaws, and the membership register, shall be kept at the registered office or principal place of business.
Section 9.07 Disposition of Income and Assets. No part of the income or profits of the Corporation shall be paid, distributed or otherwise inure to the benefit or use of its Members, Directors or officers or other private persons except that the Corporation shall be authorized to pay compensation in a reasonable amount to its members, Directors or officers for services rendered and to make payments and distributions in furtherance of its general corporate purposes.
ARTICLE X Amendments
Section 10.01 Amendments. These Bylaws may be altered, amended, or repealed by a majority of the votes which all Members present are entitled to cast at any regular or special meeting duly convened after twenty (20) days notice to the Members of the purpose.
Surgical Critical Care Program Directors Society
This policy is intended to encourage directors, officers, volunteers, employees, and others to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) without retribution. No director, officer, volunteer, or employee who in good faith reports a violation shall suffer harassment, retaliation or adverse employment consequence.
Code of Conduct
The directors, officers, employees, and volunteers of the Surgical Critical Care Program Directors Society (SCCPDS) are expected to adhere to the highest standards of ethical conduct. Although it is impossible to describe all conduct that is addressed, this policy specifically requires the following:
- Dedication to SCCPDS’s mission, vision, and core values and recognition that the chief function of SCCPDS at all times is to serve the best interests of its constituency.
- The responsible and prudent management of SCCPDS’s funds and assets.
- Honest and ethical conduct including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
- Full, fair, accurate and timely disclosure of relevant facts in all reports and documents dealing with matters of program services, governance, and business administration.
- Compliance with all applicable governmental laws, rules and regulations.
- Treatment of all persons with respect, equity and fairness.
- Respect and protection of confidential and/or privileged information to which we have access in the course of performing SCCPDS duties.
- Prompt internal reporting of code violations to a member of the Board of Directors
- Personal accountability for adherence to this Code of Conduct.
- The Whistleblower should promptly report the suspected or actual event to his/her supervisor.
- If the Whistleblower would be uncomfortable or otherwise reluctant to report to his/her supervisor, then the Whistleblower could report the event to the next highest or another level of management, including to an appropriate Board member.
- The Whistleblower may report the event with his/her identity or anonymously.
- The Whistleblower shall receive no retaliation or retribution for a report that was provided in good faith, which was not done primarily with malice to damage another or the organization.
- A Whistleblower who makes a report that is not done in good faith is subject to discipline, including termination of the Board or employee relationship, or other legal means to protect the reputation of the organization and members of its Board and staff.
- Anyone who retaliates against the Whistleblower (who reported an event in good faith) will be subject to discipline, including termination of Board, Committee, or employee status.
- Crimes against person or property, such as harassment, assault, burglary, etc., should immediately be reported to local law enforcement personnel.
- Board members who receive the reports must promptly act to notify the Board and investigate and/or resolve the issue.
- The Whistleblower shall receive a report within five business days of the initial report, regarding the investigation, disposition or resolution of the issue.
- If the investigation of a report that was done in good faith and investigated by internal personnel is not to the Whistleblower’s satisfaction, then he/she has the right to report the event to the appropriate legal or investigative agency.
- The identity of the Whistleblower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement, in which case members of the organization are subject to subpoena.
Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Approved January 2, 2014
Updated: December 30, 2014