Bylaws of the APDS
ASSOCIATION OF PROGRAM DIRECTORS IN SURGERY
Name, Offices and Units
Section 1.01 Name. The name of the Corporation is Association of Program Directors in Surgery.
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.
Section 1.03 Subordinate Units. The Corporation may establish and terminate local branches, chapters, councils, clubs, or other subordinate units regardless of designation, form of government or relationship to the Corporation.
Section 2.01 Purposes. The purposes of the Corporation shall be as follows:
- To provide a forum for the exchange of information and for discussion on a wide range of subjects related to post-graduate surgical education.
- To maintain high standards of surgical residency training by improving graduate surgical education and patient care.
- To provide advice, assistance, and support to program directors on matters pertaining to surgical education and to accreditation.
- To encourage research into all aspects of the education and training of surgeons and surgical subspecialties.
- To represent the interests of program directors in the education and training of high quality surgeons to other organizations, individuals and governmental agencies or regulatory bodies.
Section 3.01 Membership and Voting. The membership of the Corporation shall consist of the following:
- Full membership in the Association is limited to officially designated program directors and associated program directors, if applicable, of general surgery residency programs accredited by the Accreditation Council for Graduate Medical Education (ACGME) or the Royal College of Physicians and Surgeons of Canada. Membership is limited to one program director and one or more associate program directors for each accredited residency program. Each Member shall be entitled to one vote on all matters to be voted on by the Corporation. The Association does not discriminate in membership based on age, race, gender, ethnicity, religion, or disability.
- Past presidents of the Association are members of the Association.
- Each Member shall be entitled to appoint an alternative person in writing to vote on his or her behalf on all matters to be voted on by the Corporation.
- Associate membership is limited to persons interested in graduate education in surgery, including directors of surgery programs at affiliated hospitals, attending surgeons active in teaching, residents,
administrators, and others. Associate Members shall not be entitled to vote.
- Resident membership – Any surgical resident in good standing participating in an ACGME approved residency program will be eligible for resident membership status upon payment of membership dues and receipt by the Association of contact information from the new resident member. Resident members shall not be entitled to vote.
- Senior Members – Any Program Director or Associate Member who has reached the age of 70 and/or has retired from active practice is eligible to apply for senior member status. Senior members are exempt from paying dues and will not have voting privileges.
- Surgeons who have served the Corporation or who by their achievements have furthered the aims and purposes of the Corporation may be eligible for Honorary Life Membership, may be proposed by the Executive Committee and elected Honorary Life Members by the membership. Honorary Life Members shall not have to pay dues and may attend meetings of the members and of the Board of Directors but shall not be entitled to vote on any matters.
- ARCS Membership – Full membership in the Association of Residency Coordinators in Surgery is limited to officially designated general surgery residency coordinators, administrators and managers or other surgical subspecialty program coordinators, By virtue of being a full member of ARCS, that same individual shall be a member of the Association of Program Directors in Surgery, with the same dues and registration fees as apply to Associate Members, referenced in (d) above.
Section 3.02 Admission to Membership.
- Member – If an individual becomes an officially designated program director or associate program director, he or she automatically becomes a Member of the Corporation, upon payment of annual dues and receipt by the Association of contact information from the new Member (address, phone, e-mail address). Membership may be terminated for lack of payment of dues when overdue for a period of one (1) year. Former program directors and associate program directors may remain full members of the Association for five (5) 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 Association.
- Associate Members shall be elected by a majority vote of the Board of Directors. Such membership shall continue as long as the Associate Member meets the requirements established from time to time by the Board.
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 Corporation 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 and alternates to leave less than a quorum. If a meeting of the members cannot be organized because a quorum has not attended, the Members and alternates 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.
Section 4.01 Composition and Number of Directors. The Board of Directors of the Association shall consist of the President, the President-Elect, the Secretary, the Treasurer, the Immediate Past President, and ten twelve members elected from the membership, plus ex-officio Board members listed under 4.02. Board members who are absent two consecutive board meetings may be replaced by action of the president.
Section 4.02 Election.
- The elected members of the Board of Directors shall serve for a term of two years with no members to serve more than three consecutive terms (exclusive of possible officership).
- Six (6) members of the Board of Directors shall be elected each year by the members of the Corporation entitled to vote at the Annual Business Meeting of the Association.
- Ex-Officio members of the Board of Directors, to consist of:
Executive Director, American Board of Surgery
Chair, Residency Review Committee for Surgery
Director, Division of Education, American College of Surgeons
APDS Representative to the American Board of Surgery
APDS Representative to the Advisory Council, American College of Surgeons
APDS Governor to the American College of Surgeons Board of Governors
Editor of the Journal of Surgical Education®
Chairperson and Vice Chairperson, Program Committee
Chairperson, Association of Residency Coordinators in Surgery
Resident Representative, selected annually by the President
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, the President-Elect when acting for 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 Association. Specific duties and powers of the Board of Directors shall include, but not be
limited to, the following:
- To transact all business required to carry out the objectives of the Association.
- To determine initiation fees and annual dues of all categories of Members.
- To elect all Members and from time to time adopt rules and regulations for such election.
- To create, approve, and direct standing and ad hoc committees of the Association.
- To control the publication or publications sponsored by the Association and to appoint such editors and committees on publications for all such publications.
- To employ an individual and/or firm to serve as Executive Director. The Executive Director will be the chief administrative office of the Association and will serve under the direction and supervision of the
Board of Directors.
Section 4.05 Executive Committee.
- Membership. The Executive Committee shall be composed of the President, President-Elect, Secretary, Treasurer, Immediate Past President, and the Chairperson of the Program Committee. In addition
there shall be three at-large members chosen from the Board. Each at-large member shall serve a three-year term and may not succeed himself/herself. The appointment of at-large members shall be staggered such that one at large member will be appointed by the President each year. Committee members who are absent two consecutive committee meetings may be replaced by action of the President.
- Function and Duties. During the intervals between meetings of the Board of Directors, the Executive Committee shall exercise all powers of the Board of Directors in the management of the affairs of the
Association, including authorization of the Seal of the Corporation to be affixed to any papers that may require it and the appointment of agents to act for or in representation of the Corporation. The Executive
Committee shall keep a record of its proceedings and report these proceedings to the Board of Directors at its next meeting for approval.
- Meetings. The Executive Committee shall conduct its meetings at such places as it may from time to time determine. Meeting of the Executive Committee may be called at any time by the President.
Section 4.06 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 Association.
Section 4.07 Conference Telephone. One of more Directors may participate in a meeting of the Board of Directors or Executive Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Section 4.08 Compensation. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
Section 5.01 Standing Committees. The standing committees of the Association shall be as follows. Each standing committee may appoint subcommittees to carry out its duties subject to approval by the Board of Directors.
5.011 Program Committee:
The Program Committee shall consist of up to five members, each shall be appointed for a term of three years. These members shall consist of the Program Chairperson(s), the Program Vice-Chairperson(s), and two at-large members chosen by the President. The President, President-Elect of the APDS and the two most recent Program Committee Chairpersons shall be ex-officio members of the Program Committee. The President of the APDS shall appoint one or more members as the Chairperson(s) and, in consultation with the President-Elect, shall appoint a Vice-Chairperson who customarily will be appointed as Chairperson the following year. A current member of the ARCS Executive Committee will represent ARCS on the APDS Program Committee. The Program Committee Chairperson and the Vice-Chairperson shall serve on the Executive Committee of the APDS.
Duties of the Program Committee:
a. The Chairperson of the Program Committee shall conduct all meetings of the Program Committee and will be responsible for organizing the programs of the annual meetings of the Association, including review of scientific abstracts each year. The President and President-Elect shall assist in this review process.
b. The Vice Chairperson shall be responsible to assist the Chairperson and be eligible, subject to appointment by the then President, to serve as Chairperson at the expiration of the current Chairperson’s term.
5.012 Nominating Committee:
- This Committee shall be composed of the three previous APDS Presidents and two members at large elected in alternating years by the Board of Directors for two-year terms.
- The duties of the Nominating Committee shall be to present a slate of nominees for the following offices: President-Elect; Secretary; Treasurer; and six (6) Members-at-large for the Board of Directors, three (3) of whom will be selected from university-based programs and three (3) from independent (non-university and/or military) programs. The Nominating Committee will meet six (6) months prior to the Annual Meeting and will be provided a complete list of the active membership six (6) months before the Annual Meeting.
This slate of nominees shall be forwarded to the membership at least sixty (60) days prior to the Annual Meeting by the Secretary. Additional nominations for any positions may be made by petition signed by at least fifteen (15) members entitled to vote, if received by the Secretary thirty (30) days prior to the Annual Meeting.
5.013 Finance Committee. Chaired by the Treasurer, and with the current APDS President as an ex officio member, there shall be three members at large appointed by the President. The Committee shall meet annually to review: the Association’s investments, allocation of funds from the balance sheet to the investment portfolio consistent with the cash flow needs of the Association, recommendations to the Executive Committee/Board on funding of new projects with projected costs in excess of $5,000; input with respect to the Annual Budget as requested by the President and/or Treasurer, periodic engagement of an outside firm to conduct an audit of the Association’s financial statement, assuring independence and fair balance regarding the Association’s interactions with industry, and the appropriate disclosures relative thereto, and any other tasks assigned periodically by the President.
5.014 Committee to Represent Associate Program Directors
- This Committee will consist of a chair of the committee as appointed by the President for a two year term. The committee shall be comprised of two members appointed by the executive committee and two members appointed by the chair. The chair and committee members must be active Associate Program Directors at the time of their appointment.
- The duties of the Committee for Associate Program Directors will be to examine issues of interest to Associate Program Directors. The Committee will meet at the Fall ACS meeting and the annual spring APDS meeting and the chair of the committee will report to the membership at the annual business meeting.”
5.015 Committee to Represent Independent General Surgery Programs
- This Committee will consist of a chair of the committee as appointed by the President for a two year term. The committee shall be comprised of four members appointed by the executive committee and four
members appointed by the chair. The chair and committee members must be active independent program directors defined as non-university or military programs. Program Directors of university affiliated programs may serve on this committee.
- The duties of the Committee for Independent Training Programs will be to examine issues of interest to independent program directors. The Committee will meet at the Fall ACS meeting and the annual spring APDS meeting and the chair of the committee will report to the membership at the annual business meeting.
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 Association. 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.
Section 6.01 Education Coordinators Section. An Education Coordinators Section shall be established to provide an organizational structure where residency coordinators can:
- Foster the exchange of ideas and provide information for person(s) in the position of surgery residency coordinator.
b. Facilitate the development of skills and knowledge in newly appointed residency coordinators.
c. Develop research opportunities that will enhance the organization and operation of a surgical residency program.
The residency coordinators section (Association of Residency Coordinators in Surgery—ARCS) shall elect an ARCS Executive Committee consisting of eight members, each serving a maximum term of four years. A President-Elect will be elected by the ARCS Executive Committee at the annual ARCS fall planning meeting to serve for a limited term of one year. A Secretary will also be elected to serve for a one-year term and may not be elected for more than two consecutive terms. In addition, the ARCS Executive Committee will select new members, as needed, to maintain its membership of eight. These members will be announced at the spring meeting of the ARCS.
It shall be the responsibility of the President of the ARCS Executive Committee to
a) set the agenda for the fall planning meeting.
b) preside over the annual business meeting.
c) act as liaison between the ARCS and the APDS and represent the ARCS at the APDS Board of Directors with one vote. In her/his absence, the President-Elect shall perform the President’s duties and responsibilities to the APDS Board of Directors.
d) advise ARCS Executive Committee members of current correspondence and ongoing changes.
e) be responsible for all correspondence related to planning and implementation of the ARCS.
It shall be the responsibility of the President-Elect to
a) assist the President in preparation for the planning meeting and the annual meeting.
b) assume the responsibility of the President the following year, or sooner should the position become vacant.
c) attend the APDS Board of Directors meeting with the President, or in place of the President, if the need arises.
It shall be the responsibility of the Secretary to
a) act as a recording secretary at the fall planning meeting and the annual business meeting of the ARCS.
b) to carry out such other duties as assigned by the ARCS Executive Committee.
The surgery residency coordinators group (ARCS) shall establish its own program to coincide with the annual APDS program meeting. The APDS shall provide meeting rooms and support services in support of the ARCS Executive Committee activities.
6. 02. Special Circumstances. From time to time, the President may invite program directors of other accredited specialties to attend the annual meeting of the Association and/or a meeting of the Board of Directors.
Section 7.01 Officers. The Officers of the Association of Program Directors in Surgery shall be the President, President-Elect, Secretary, and Treasurer. Only members are eligible to be elected to these offices.
Section 7.02 President. The President shall be the Chief Executive Officer for the Association and preside at all regular and special meetings of the Association, the Board of Directors, and the Executive
Committee. 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 7.03 President-Elect. The President-Elect, in the event of resignation, absence, or death of the President, shall assume the duties of that office. In the event of such an assumption of the duties of the
President, the President-Elect will subsequently complete his/her own term as President. The President-Elect shall also perform such other duties as may be assigned to him/her by the President of the Board of Directors.
Section 7.04 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 Executive Committee and reporting on such proceedings to the members of the Association annually. The Secretary and the Membership Committee shall maintain a list of the membership of the Association and shall notify all members of the Association of the date and place of the Annual Meeting and other official meetings of the Association. The Secretary may not be elected for more than five consecutive terms.
Section 7.05 Treasurer. The Treasurer shall be responsible for the receipt and disbursement of all funds of the Association. 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 Association. This report will be provided to the Audit Committee and the Board of Directors in a timely manner before the annual meeting of the Association.
Section 7.06 Terms of Office and Vacancies.
a. The President, President-Elect, Secretary, and Treasurer shall be elected at the Annual Meeting of the Association for a term of one year each or until their successors are elected. The President-Elect shall assume the office of President at the Annual Meeting following his/her election.
b. A vacancy in any office other than the President may be filled by the Executive Committee appointment until the next regular election of the Association.
Section 8.01 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 8.02 Fees and Profits. The Corporation may charge fees or prices for service or products it renders within its lawful authority, and may receive such income and make an incidental profit thereon. All such
incidental profits shall be applied to the maintenance and operation of the lawful activities of the Corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, Directors, or officers of the Corporation.
Section 8.03 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:
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. Such report shall be filed with the minutes of the meeting of members
Section 9.01 Authorization for Transactions. The Corporation shall not purchase, mortgage, lease away, or otherwise dispose of its real estate unless authorized by the vote of majority of the members in office of
the Board of Directors.
Limitation of Liability, Indemnification, and Insurance
Section 10.01 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 10.02 Indemnification. The Corporation shall 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, suite 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 8.02 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 10.03 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 10.02 of this Article.
Section 11.01 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 11.02 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 11.03 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 11.04 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
Section 11.05 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 11.06 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 11.07 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.
Section 12.01. 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.