MT-WY Chapter Bylaws

BYLAWS OF THE MONTANA-WYOMING CHAPTER OF THE AMERICAN COLLEGE OF SURGEONS

ARTICLE I Name and Purpose

Section 1 –Name. The corporation shall be known as the Montana-Wyoming Chapter of the American College of Surgeons (hereinafter referred to as the "Chapter").

Section 2 - Purpose. The purpose of the Chapter shall be to endeavor to attain the objectives of the American College of Surgeons, which include (1) elevating the standards of surgery; (2) establishing a standard of competency and character for practitioners of surgery; (3) providing a method of granting membership in the organization; and (4) educating the public and the profession to understand that the practice of surgery calls for special training and that the surgeon elected to Fellowship in this College has had such training and is properly qualified to practice surgery.

ARTICLE II Members

Section 1 - Classes of Members. The Chapter shall have members who shall be of two (2) classes: Active Members and Associate Members.

(a) Active Members: Active members shall be Fellows of the American College of Surgeons residing or practicing in the (designate area) who apply for membership in the Chapter and agree to comply with its bylaws.

An application procedure for obtaining Active membership may be established by the Board of Directors.

(b) Associate Members: Associate members may include surgeons who have applied for membership in the College, surgical residents and medical students planning a surgical residency who are members of the College.

Section 2 - Election of Members. All Fellows practicing or residing in the state of Montana or Wyoming are automatically Members after their payment of dues are effective.

Section 3- Voting and Office Holding Rights. Only Active members of the Chapter shall be eligible to vote and hold office in the Chapter.

Section 4 - Termination of Membership. Membership in the Chapter shall terminate in accordance with the notice provisions below:

(a) upon the receipt by the Board of Directors of the written resignation of a member;

(b) upon the failure of a member to pay dues for a period of two consecutive years after such member shall have been notified in writing of such delinquency;

(c) in the case of an Active member, when such member shall cease to be a Fellow of the College.

(d) when a member of the Chapter moves out of the Chapter’s designated geography. (Individual may remain a member until the end of the year for which they have paid dues).

In the event a membership of a member is to be terminated pursuant to this section 3, the member shall be provided with not less than 15 days’ prior written notice of the termination and the reasons for it, and provided an opportunity for the member to be heard, orally or in writing, not less than 5 days before the effective date of the termination by the Board of Directors to decide the proposed termination not take place. In determining the termination of member, the Chapter must take into account all relevant facts and circumstances. Any proceeding that challenges the validity of a termination of a member must be commenced within one (1) year after the effective date of the termination. A member who has been terminated pursuant to this section 3, is liable for all dues, assessments or fees as a result of obligations incurred or commitments made prior to the member’s termination.

Section 5 - Reinstatement of Membership.

A person whose membership in the Chapter has been terminated due to a lapse in their active membership status with the American College of Surgeons may be reinstated upon reinstatement of membership with the American College of Surgeons.

A person whose membership in the Chapter has been terminated due to nonpayment of dues may be reinstated upon payment in full of such dues owing to the Chapter. Reinstatement shall be by action of the Board of Directors.

ARTICLE III Meetings of Members

Section 1 - Annual Meeting. An annual meeting of the members of the Chapter shall be held in the month of January or February in each year, beginning with the year 2017, for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting. If the annual meeting is not held during such month, the Board of Directors shall cause it to be held as soon thereafter as may be convenient.

Section 2 - Special Meetings. Special meetings of the members may be called at any time either by the president, by the Board of Directors or by the holders of at least 5% of the voting power. For the purpose of determining the above 5% requirement above, the record date is at the close of business on the 30th day before delivery of the demand or demands for a special meeting to any corporate officer.

Section 3 - Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting, matters to be approved by members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member not less than 10 days before the date of the meeting if notice is delivered personally or not less than 30 days or more than 60 days by mail, by or at the direction of the president or the secretary or the officer or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Postal Service mail with postage thereon prepaid, addressed to the member at his or her address as it appears on the records of the Chapter.

Section 4 - Voting Lists. The officer having charge of the membership book of the Chapter shall make before each meeting of members a complete list of members entitled to vote at such meeting, arranged in alphabetical order and make the available for inspection at the corporation’s principal office by any member beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting. The list must show the address or authenticated electronic identification and number of votes each member is entitled to vote at the meeting.

Section 5 - Quorum. 10% the voting members of the Chapter shall constitute a quorum at any meeting of the members; provided, that if less than a quorum is present at said meeting, a majority of those present may adjourn the meeting from time to time without further notice. For purposes of this section, an e-mail transmission from an e-mail address on record constitutes a valid write in/vote. The intent of this provision is to allow the Board of Directors and Officers to use email to approve actions, as long as a quorum of council members gives consent.

Section 6 - Manner of Acting. The act of a majority of the voting members present in person at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by statute, the Articles of Incorporation, or these bylaws.

Section 7 - Informal Action by Membership. Any action required by statute, the Articles of Incorporation, or these bylaws to be taken at a meeting of members of the Chapter may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.

ARTICLE IV Board of Directors

Section 1 - General Powers. The property and affairs of the Chapter shall be managed by its Board of Directors.

Section 2 - Composition. The Board of Directors shall consist of three or more individuals and may be increased or decreased, but to not fewer than three, from time to time by amendment to the bylaws. The Board of Directors shall consist of the officers of the Chapter, directors elected by the members of the Chapter, and Governors of the College.

Section 3 - Election and Term of Office of the Directors. The directors of the Chapter shall be elected by the members at the annual meeting of the members. At the first annual meeting of the Chapter, each group of three directors shall be elected as follows to serve for a term of three years.

Section 4 - Annual Meeting. The annual meeting of the Board of Directors shall be held without notice other than required by these bylaws immediately after and at the same place as the annual meeting of the members.

Section 5 - Special Meetings. Special meetings of the Board of Directors may be called by, or at the request of, the president or any by any one board member. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any such special meetings.

Section 6 – Removal of Directors. Any director may be removed from office with just cause or for failure to perform duties of the office. Removal shall be by two-thirds vote of the board members present at a special meeting of the board called for that purpose. Such removal shall be effective immediately.

Section 7 - Notice. Written or printed notice of any special meeting of the Board of Directors shall state the place, day and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be given to each member of the Board of Directors at least 10 days before the date of the meeting, either delivered personally or mailed to each member of the Board of Directors at his or her address as shown in the records of the Chapter. If mailed, such notice shall be deemed to be delivered when deposited in the United States Postal Service mail in a sealed envelope so addressed, with postage prepaid. If notice is emailed or faxed it shall be deemed to be delivered at the time and date that the email or fax is sent.

Section 8 - Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the members is present at any meeting, a majority of the members of the Board of Directors present may adjourn the meeting to another time without further notice. In no event shall a quorum consist of fewer than the greater of one-third of the directors in office or two directors.

Section 9- Manner of Acting. The act of a majority of the members of the Board of Directors present at a duly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, the Articles of Incorporation, or these bylaws.

Section 10 - Informal Action of the Board of Directors. Any action which is required by law, the Articles of Incorporation, or these bylaws to be taken at a meeting of the Board of Directors, or any other action 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 taken, shall be signed by all of the members of the Board of Directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all of the members of the Board of Directors shall have the same force as a unanimous vote at a duly called and constituted meeting of the Board of Directors.

ARTICLE V Officers

Section 1 - Officers. The officers of the Chapter shall consist of a president, one or more vice president (or president-elect), a secretary-treasurer and three or more directors. Only Active members may be officers of the Chapter.

Section 2 - Election and Term of Office of President, Vice President, Treasurer and Secretary. The president, vice president (or president-elect) secretary-treasurer of the Chapter shall be elected as the terms expire by the members at their annual meeting. If the election of such officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each such officer shall hold office until the next annual meeting of the members and until his or her successor shall have been duly elected and qualified.

Section 3 - Vacancies. A vacancy in any office may be filled by action of the members of the Board of Directors at any meeting of the Board of Directors. The individual so appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor.

Section 4 – Removal of Officers. Any officer may be removed from office with just cause or for failure to perform duties of the office. Removal shall be by two-thirds vote of the Board of Directors members present at a special meeting of the Board of Directors called for that purpose. Such removal shall be effective immediately.

ARTICLE VI Duties of Officers

Section 1 - President. The president shall be the principal executive officer of the Chapter and shall in general supervise and direct all of the business and affairs of the Chapter, subject to the direction and control of the Board of Directors. The president shall preside at all meetings of the members and of the Board of Directors. The president shall appoint the members of all special and standing committees of the Chapter.

Section 2 - Vice President. The vice president (or in the event there be more than one vice president, each of the vice presidents) shall assist the president in the discharge of the duties of the president as the president may direct, and shall perform such other duties as from time to time may be assigned by the president or the Board of Directors. In the absence of the president or in the event of the president's inability or refusal to act, the vice president (or the vice presidents in the order designated or in the order of their election) shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all of the restrictions upon the president.

Section 3 –Secretary-Treasurer. The Secretary- treasurer shall be the principal accounting and financial officer of the Chapter and shall oversee Executive Director or have charge of and be responsible for (1) the maintenance of adequate books of account for the Chapter; (2) shall have charge and custody of all funds and securities of the Board of Directors and be responsible for the receipt and disbursement thereof; (3) shall deposit or direct the deposit of all funds and securities of the Chapter in such banks, trust companies or other depositories as shall be selected by the Board of Directors; and (4) have charge of the membership book of the Chapter; (5) prepare or direct the preparation before each meeting an alphabetical listing of all voting members; (6) keep minutes of the meetings of the members and of the Board of Directors in one or more books maintained for the purpose; (7) see that all meeting notices are duly given in accordance with statutes, the Articles of Incorporation and these bylaws; (8) be custodian of the Chapter's records and seal; (9) keep a record of the mailing address of each member of the Chapter; (10) maintain a current roster of all Fellows, including those who are not members of the Chapter; an shall in general perform all of the duties customarily incident to the office of the secretary-treasurer and such other duties as from time to time may be assigned by the president or the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of the duties of that office in such sum and with such surety or sureties as the Board of Directors shall determine, the cost of any such bond or surety to be paid from the funds of the Chapter.

Section 5 – Role of the ACS Governor. The Chapter Secretary is notified by ACS when there is a pending vacancy for Governor. Governors are expected to be active members of the Chapter, attend Chapter meetings, provide an annual report to the Chapter of their activities as Governor, promote ACS Fellowship in the state, country, or region, welcome and engage new Fellows into the Chapter, and participate in the local Committee on Applicants meetings and interviews.

ARTICLE VII Committees

Section 1 - Establishment and Composition. Committees may be established by resolution of the Board of Directors adopted at any duly called and constituted meeting. The size, purposes and powers of any committee shall be as provided in such resolution. Except as otherwise provided in such resolution, the president of the Chapter shall appoint the members of each committee. Each committee must have two or more directors who serve at the pleasure of the board. Any member of any committee may be removed by the president, whenever, in his or her judgment, the best interests of the Chapter shall be served by such removal.

Section 2 - Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his or her successor is appointed or until such member's death, resignation or removal, or until the committee shall be terminated.

Section 3 - Chair. One member of each committee shall be appointed chair of the committee by the president of the Chapter.

Section 4 - Vacancies. Vacancies in the membership of any committee shall be filled by appointments made by the president.

Section 5 - Ad- Hoc Committees. The Board of Directors may identify goals annually to provide direction and focus for the formation of ad-hoc committees to address particular issues and tasks for the Chapter. Ad-Hoc Committees may be established by the Council as needed. Once an ad-hoc committee has completed assigned tasks, it shall cease to exist. A majority of the members of each ad-hoc committee shall be council members. Membership may also include individuals from the Chapter chosen for their expertise and knowledge and concern about a specific issue or a field of endeavor.

Section 6 - Quorum and Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors establishing a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a duly called meeting at which a quorum is present shall be the act of the committee.

Section 6 – Prohibited Actions by Committees. A committee of the board may not authorize distributions, approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets, elect, appoint, or remove directors or fill vacancies on the board or on any of its committees, or adopt, amend or repeal the articles or bylaws.

ARTICLE VIII Fiscal Year

The fiscal year of the Chapter shall begin on the first day of January and end on the last day of December of each calendar year.

ARTICLE IX Dues

Annual dues shall be set by the Board of Directors at its annual meeting. Additional assessments may be made by the Board of Directors at any annual or special meeting.

ARTICLE X Rules of Procedure

All questions of procedure regarding the affairs of this Chapter, including the conduct of meetings of the members, the Board of Directors, and committees shall be governed by the current edition of Sturgis Standard Code of Parliamentary Procedure, except as otherwise provided by statute, the Articles of Incorporation, or these bylaws.

ARTICLE XI

Dissolution

Upon dissolution of the Chapter, all of the assets of the chapter shall be distributed to the American College of Surgeons (Chicago, Illinois), an IRC Section 501(c) organization or another IRC Section 501(c) organization as may be selected by the Board of Directors. In no event shall any of the assets, or net earnings of the Chapter, if any, be distributed for the benefit of any private member of the individual.

Article XII

College of Surgeons

The Chapter is a legal entity, separate and distinct from the American College of Surgeons. The American College of Surgeons is not liable for any debts or obligations of the Chapter nor is the Chapter liable for debts or obligations of the American College of Surgeons.

Neither the Chapter, nor any of its officers or members, is authorized to represent or in way bind the American College of Surgeons nor will any of them in any way hold themselves out as being so authorized.

ARTICLE XII Indemnification

To the full extent permitted by Montana Code Annotate

d § 35-2-447, the Chapter shall indemnify* any and all of its directors, officers, and every former director and officer, for certain expenses and other amounts paid in connection with legal proceedings in which any such person becomes involved by reason of serving in any such capacity with or for the Chapter. The Chapter may indemnify any and all of its committee members or former committee members for certain expenses and other amounts paid in connection with legal proceedings in which any such person becomes involved by reason of serving in any such capacity with or for t

he Chapter. The Chapter may purchase and maintain insurance on behalf of any or all directors, officers or committee members against any liability asserted against any such person, and incurred in any such capacity, whether or not the Chapter would have the power to indemnify them against such liability under the provisions of this Article or otherwise.

ARTICLE XIII Amendments

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds vote or a majority of the voting members present at the annual meeting of the Chapter, whichever is less, provided that written notice of the proposed change or changes shall have been given to each voting member in accordance with the requirements set forth in Article III.

Initial bylaws and all bylaw amendments shall be submitted to Member Services at the American College of Surgeons for its approval. If Member Services notes extensive changes or concerns regarding bylaws, then Member Services would send the bylaws to the American College of Surgeons Board of Regents for further review and approval.

The foregoing By-Laws are hereby ratified and approved by the Incorporators and Directors.

DATED this 29 day of January, 2017.