ASSOCIATION OF PROGRAM DIRECTORS IN SURGERY

BYLAWS--2008

ARTICLE I

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.

ARTICLE II

 Purpose

 Section 2.01 Purposes. The purposes of the Corporation 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 surgical education.

b. To maintain high standards of  surgical residency training by improving graduate surgical education and patient care.

c. To provide advice, assistance, and support to program directors on matters pertaining to surgical education and to accreditation.

d. To encourage research into all aspects of the education and training of surgeons and surgical subspecialties.

e. 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.

ARTICLE III

 Members

 Section 3.01 Membership and Voting. The membership of the Corporation shall consist of the following:

 a. 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.

b. Past presidents of the Association are members of the Association.

c. 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.

d. 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.

e. 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.

f. 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.

g. 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.

Section 3.02 Admission to Membership.

 a. 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.

b. 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.

ARTICLE IV

 Directors

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.

a. 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).

b. 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.

c. 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

President, Society of Surgical Chairmen

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 of the APDS Surgery Curriculum Committee

Director of the APDS Basic Science in Surgery Course for Residents

Editor of the APDS Basic Science Text Book

Chairperson and Vice Chairperson, Program Committee

Archivist of the APDS

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:

a. To transact all business required to carry out the objectives of the

Association.

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

Association.

e. To control the publication or publications sponsored by the

Association and to appoint such editors and committees on publications

for all such publications.

f. 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.

a. 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.

b. 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.

c. 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 therefor.

ARTICLE V

Committees

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 the two most recent Program Committee Chairpersons.  The President and the President-Elect of the APDS 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.  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:

a. 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.

b. 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 Audit Committee

Three members at large (Chairperson of the Committee and two other members) appointed by the President will meet annually to review the financial status of the Association, and the Chairperson will report to the membership at the annual business meeting during the annual spring meeting of the Association.

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 membership list is current and that new Program Directors have been identified and contacted to facilitate their incorporation into the Association.

5.015 Committee to Represent Independent General Surgery Programs

a.      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.

b.      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.

ARTICLE VI

Sections

Section 6.01 Education Coordinators Section. An Education Coordinators

Section shall be established to provide an organizational structure

where residency coordinators can:

a. Foster the eExchange 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 a Steering Committee consisting of eight members, each serving a maximum term of four years. A President-Elect will be elected by the Steering 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 Steering 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 Steering 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 Steering 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 Steering 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 Steering 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.

ARTICLE VII

Officers

 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 Archivist

An Archivist shall be selected by the Board of Directors to serve for a 5-year term during which he/she shall maintain a permanent record of the activities and actions of the Association. The Archivist can be re-elected for a second 5-year term.  The Archivist shall receive a suitable honorarium from the Association.

Section 7.07 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.

ARTICLE VIII

Finance

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

ARTICLE IX

Real Estate

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.

ARTICLE X

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.

ARTICLE XI

General Provisions

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

designate.

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.

ARTICLE XII

Amendments

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.