ALERT- October 13, 2017 – Active members, your vote is needed to revise the current bylaws.
Listed below is the current bylaws.  At the bottom of the page is a link to the revised bylaws.

Active members should have received an email from election buddy with a link that takes them to an electronic ballot.  Please call the office with any questions.
VOTING ENDS November 20, 2017.

BY-LAWS OF

 Michigan Society of Thoracic

and Cardiovascular Surgeons

 A Michigan Nonprofit Corporation

 

ARTICLE I

PURPOSE

The purposes for which the Michigan Society of Thoracic and Cardiovascular Surgeons (“Society”) is formed and the powers which it may exercise are set forth in the Articles of Incorporation of the Society.

 

ARTICLE II

MEMBERSHIP

Section 2.1          Classes of Members. The Society shall have six (6) classes of members as follows:

Active:                 

Qualifications.
Thoracic and cardiovascular surgeons certified by the American Board of Thoracic Surgery, and those who are certified by the American Osteopathic Association as having satisfied the thoracic and cardiovascular training requirements of the American Osteopathic Association (AOA) and/or the American College of Osteopathic Surgery (ACOS ) shall be eligible for Active membership.

Rights and Duties.
Active members shall be eligible for election to office or to the Board of Directors, and shall have the privilege of voting.  Active members shall be subject to the fees and dues of the Society.

Senior:                

Qualifications.
All members who have attained age 65 and remain in active practice.

Rights and Duties.
Senior members shall be eligible for election to office or to the Board of Directors, and shall have the privilege of voting.  Senior members shall be subject to the fees and dues of the Society.

Retired: 

Qualifications.
Active members who have retired from active practice, regardless of age

Rights and Duties.
Retired members possess all of the rights, duties, privileges and obligations of Active Members, except they shall not be eligible for election to office or to the Board of Directors and shall not have the privilege of voting. Retired members shall not be subject to the fees and dues of the Society.

Associate

Qualifications.
Scientists at the doctorate level conducting research in the field of thoracic surgery, cardiologists, physician assistants, perfusionists, nurses, nurse practitioners, practice administrators, data managers and other non-physician allied health care professionals who support and work directly with thoracic surgeons shall be eligible for Associate membership.

Rights and Duties.
Associate members shall possess all of the rights, duties, privileges and obligations of Active Members, except they shall not be eligible for election to office or to the Board of Directors and shall not have the privilege of voting. Associate members shall be subject to the fees and dues of the Society.

Candidate Members:

Qualifications.
An applicant for Candidate Membership shall be matched or enrolled in a thoracic surgery educational program accredited by the Residency Review Committee for Thoracic Surgery under the authority of the Accreditation Council for Graduate Medical Education or a program approved for thoracic surgery education by the American Osteopathic Board of Surgery. Individuals who have completed their education in one of the above programs or in an accredited or otherwise recognized thoracic surgery educational program outside of the United States and are in process of acquiring certification in thoracic surgery by the American Board of Thoracic Surgery or the American Osteopathic Board of Surgery in Thoracic and Cardiovascular Surgery also are eligible to apply for Candidate Membership.

Rights and Duties.
Candidate Members shall possess all of the rights, duties, privileges and obligations of Active Members, except they shall not be eligible for election to office or to the Board of Directors and shall not have the privilege of voting.  Candidate Members shall be subject to the fees and dues of the Society. With approval of the Board of Directors, they may serve as members of standing and ad-hoc committees.

Advancement to Active Membership.
After presenting an appropriate application and supporting materials, a Candidate Member, upon approval of the Board of Directors, shall be advanced to Active Membership in the Society and shall become subject to all of the rights, duties, privileges and obligations of Active Membership.

Termination of Candidate Membership.
Candidate Members who have been certified in thoracic surgery by the American Board of Thoracic Surgery or the American Osteopathic Board of Surgery in Thoracic and Cardiovascular Surgery may retain their Candidate Membership for a maximum of two (2) years following certification.  Candidate Members enrolled in an appropriately accredited thoracic surgery educational program in Michigan may remain Candidate Members for a maximum of five (5) years following completion of education.

Pre-Candidate Members

Qualifications.
An applicant for Pre-Candidate Membership shall be enrolled in an appropriately accredited or otherwise recognized medical school, or enrolled in a general surgery educational program accredited by the Accreditation Council for Graduate Medical Education or the American Osteopathic Board of Surgery.

Rights and Duties.
Pre-Candidate members shall possess all of the rights, duties, privileges and obligations of Active members, except they shall not be eligible for election to office or to the Board of Directors and shall not have the privilege of voting.  Pre-Candidate members shall be subject to the fees and dues of the Society. With approval of the Executive Committee, they may serve as members of standing and ad hoc committees.

Advancement to Candidate Membership.
After presenting an appropriate application and supporting materials, a Pre-Candidate member, upon approval of the Board of Directors, shall be advanced to Candidate Membership in the Society and shall become subject to all of the rights, duties, privileges and obligations of Candidate membership.

Termination of Pre-Candidate Membership.
Pre-Candidate members enrolled in an appropriately accredited or otherwise recognized medical school or general surgery educational program may remain Pre-Candidate members for a maximum of two (2) years following completion of said education.

Section 2.2          Membership.  Membership will be attained by written application, approved by the Board of Directors. An applicant for membership must possess ethical and moral fitness, as well as professional proficiency, as determined, in part, on the basis of reports from Active members consulted as references, reports from other references and other information. Change from Active to Senior membership will occur automatically at the end of the annual meeting of the members  following the member’s attainment of age 65. Change from Senior to Retired  membership will occur upon notification of retirement. Applicants who limit their practice to thoracic and cardiovascular surgery and do not fulfill the requirements for membership will be considered by the Board of Directors on an individual basis.

Section 2.3          Suspension and Expulsion. A member may be suspended or expelled on the grounds of moral or professional delinquency by a vote of a majority of the voting membership at a regular or special meeting of the members, provided that a statement of the reasons thereof shall have been mailed to the member’s last recorded address at least ten (10) days before the members’ vote. The member shall be given ample opportunity to speak at the members’ meeting before the vote. Upon the recommendation of 20 percent of the Board of Directors, the Board of Directors may, by a 2/3 vote of the entire board, suspend or expel a member .

Section 2.4          Annual Dues. Annual dues shall be determined by the Board of Directors. Senior and Associate members’ dues will be fifty percent (50%) of the regular membership dues. Retired, Candidate, and Pre-Candidate members and one (1) Quality Collaborative data manager Associate member from each qualified Quality Collaborative site are not required to pay dues. Dues are payable upon becoming a member and annually thereafter.

Section 2.5          Special Assessments. Special assessments may be levied by the Board of Directors as approved by the majority of voting members. Any member in arrears for dues or assessments for one (1) year shall be notified  in writing. If the member fails to pay dues within six (6) months after notification, the member shall be dropped from membership  unless extenuating circumstances are approved by the Board.

 

ARTICLE III

MEMBER MEETINGS

Section 3.1          Annual Meeting of Members. The annual meeting of the members shall be held at such time and place as the Board of Directors may  designate, for the election of directors and for the transaction of such other business as may come before it.

Section 3.2          Special Meeting. Special meetings of the members may be called by the President, a majority of the Board of Directors, or by a request by not less than ten percent (10%) of the voting  members .

Section 3.3          Notice of Meeting. Written notice of all meetings of the members stating the time, place, and purposes of the meeting shall be given to each member by mail, facsimile or electronic communication  not less than ten (10) days nor more than sixty (60) days prior to the date fixed for the meeting. Notice of any meeting need not be given to any individual who signs a waiver of notice before or after the meeting. Attendance of a member at a meeting constitutes a waiver of notice, except when the member protests at the beginning of the meeting that the meeting is not lawfully called or convened.

Section 3.4          Quorum. Voting  members present and  entitled to cast a majority of votes at a meeting of the members shall constitute a quorum at all meetings of the members. If a quorum is not present, those present by a majority vote may adjourn the meeting.

Section 3.5          Vote Required. All actions shall be authorized by a majority of the votes cast.

Section 3.6          Voting Rights. Each Active and Senior member  present at a meeting of the members shall be entitled to one vote. At all meetings of the members, an Active or Senior member of the Society not present may vote either by proxy signed by the member or the member’s duly authorized attorney-in-fact or via written or electronic ballot. The proxy shall be filed with the Secretary/Treasurer of the Society before or at the time of the meeting. A proxy expires eleven (11) months from its signature.

Section 3.7          Conduct of Meetings. Meetings of the members generally shall follow accepted rules of parliamentary procedure. The President of the Board of Directors shall  have authority over matters of procedure and may adopt any other form of procedure suited to the business being conducted.

Section 3.8          Action Without a Meeting. Any action may be taken without a meeting, prior to notice or vote, if the members unanimously consent to the action in writing .

ARTICLE IV

BOARD OF DIRECTORS

Section 4.1          General Powers. The Board of Directors will manage the business and affairs of the Society, subject to the limitations set forth in the  Articles of Incorporation.

Section 4.2          Number, Tenure and Qualifications. There shall be no less than seven (7) directors of the Society consisting of the Past President, President, President-Elect, Secretary/Treasurer, and three (3) at large directors. All directors shall be members. Each director shall  be elected to serve for a three (3) year term at the annual meeting of the members.   At-large directors shall serve for a maximum  of six (6) years, or until the director’s successor is elected, or until the director dies, resigns, or is disqualified or removed from office, whichever occurs first. The President-Elect shall be elected every two (2) years. The President-Elect will serve two (2) years as President-Elect, two (2) years as President, and two (2) years as Past-President or until he or she dies, resigns, or is disqualified or removed from office, whichever occurs first. The Secretary/Treasurer shall be elected every two (2) years .

Section 4.3          Vacancies. Vacancies on the Board of Directors shall be filled by the Board of Directors. Selection of new board member(s) shall be by majority vote of existing board members. New members shall serve for the remaining term of the board member they are replacing .

Section 4.4          Resignation and Removal. A director may resign at any time by written notice to the Board of Directors. A director may be removed with or without cause  by a 2/3 vote of the entire Board of Directors, or by a 2/3 vote of all voting members. A removal vote may be initiated by presentation of signed petitions from at least 20 percent of Board members or voting members, respectively. Petitions may be submitted to any officer of the Society not named in the petition. The removal vote shall be by written or electronic ballot, and shall be conducted within 30 days of receipt of the necessary petitions. The removal decision will become effective upon completion of the vote.

ARTICLE V

                                                                              MEETINGS OF DIRECTORS

Section 5.1          Time and Places of Meetings. Meetings of the Board of Directors will be held at the time and place fixed by the Board of Directors.

Section 5.2          Notice of Meeting. Written notice of all meetings stating the time, place and purposes of the meeting shall be given by mail, facsimile or electronic communication  not less than two (2) days nor more than sixty (60) days prior to the date fixed for the meeting.

Section 5.3          Waiver of Notice of Meetings. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice before or after the meeting. Attendance of a director at a meeting of the Board of Directors constitutes a waiver of notice of such meeting, except when he or she protests at the beginning of the meeting that the meeting is not lawfully called or convened.

Section 5.4        Special Meetings. Special meetings may be called either by the President or any director by giving two (2) days written notice to each director, by mail, facsimile or by electronic communication. Notice by regular mail shall be sent five (5) days prior to any such meeting.

Section 5.5          Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of those directors present at any meeting at which there is a quorum shall constitute an act of the Board of Directors, except as otherwise provided by law or by the Articles of Incorporation.

Section 5.6          Voting Rights. Each director present  at a meeting of the Board of Directors shall be entitled to one vote.

Section 5.7          Conduct of Meetings. Meetings of Board of Directors generally shall follow accepted rules of parliamentary procedure. The Board of Directors may adopt any other form of procedure suited to the business being conducted.

Section 5.8          Action Without a Meeting. Unless otherwise restricted by the Articles of Incorporation, any action may be taken without a meeting and without prior notice or a formal vote, if a written consent is submitted by all members of the Board of Directors.

Section 5.9          Participation by Telephone. Members of the Board of Directors or members of any committee may participate in a meeting by means of a teleconference by which all persons participating in such meeting can hear each other. Participation in such teleconferences shall constitute presence in person at the meeting.

ARTICLE VI

OFFICERS

Section 6.1          Election. The members shall elect the President-Elect and Secretary/Treasurer for a two-year term at the annual meeting of the members. The President-Elect shall automatically become the President at the annual meeting of members held two years after he or she is elected President-Elect as provided for in Section 4.2 of these Bylaws.

Section 6.2          Resignation and Removal. An officer may resign at any time by written notice to the Board of Directors. An officer may be removed with or without cause by a 2/3 vote of the entire Board of Directors, or by a 2/3 vote of all voting members . A removal vote may be initiated by presentation of signed petitions from at least 20 percent of board members or voting members, respectively. Petitions may be submitted to any officer of the Society not named in the petition. The removal vote shall be by written or electronic ballot, and shall be conducted within 30 days of receipt of the necessary petitions. The removal decision will become effective immediately upon completion of the vote.

Section 6.3          President of the Board. The President of the Board of Directors shall preside at all meetings of the directors. The President shall have such other duties and powers as the Board of Directors shall authorize. The President shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform all other duties necessary or appropriate to the office of President.

Section 6.4          Secretary/Treasurer. The Secretary/Treasurer shall maintain the minutes of all meetings of the Board of Directors and shall perform such duties assigned to the Secretary/Treasurer by the President or by the Board of Directors. The Secretary/Treasurer shall have the custody of the corporate funds and securities except as otherwise provided by the Board of Directors, shall keep full and accurate accounting records for the Society, and shall deposit all funds to the credit of the Society in such depositories as may be designated by the Board of Directors.

Section 6.5          Other Officers. Other officers may from time to time be appointed by the Board of Directors to perform such duties and exercise such authority as the Board of Directors or the President shall prescribe. The Board of Directors may designate individuals to perform some or all of the duties required to be performed by the Secretary/Treasurer under these Bylaws.

ARTICLE VII

COMMITTEES

Section 7.1          Other Committees. The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees and may appoint members of the committees, who shall serve at the pleasure of the Board of Directors. In addition to any other committees which the Board of Directors may designate from time to time, the board shall designate the following committees, for the following general purposes:

Quality Collaborative Committee:

The Michigan Society of Thoracic and Cardiovascular Surgeons Quality Collaborative is a statewide, multidisciplinary group of medical professionals dedicated to improving the care of cardiac surgery patients in Michigan. The MSTCVS Quality Collaborative promotes optimal processes of care for cardiac surgical patients and implements quality improvement initiatives based on regional and national data as well as clinical research from evidence based cardiac surgery practice. The Quality Collaborative Coordinating Center and the committee function together to advance the care of patients.

The committee purpose includes but is not limited to:

  1. To analyze the structure, process and outcome variables and measures related to cardiac surgery among participating sites at quarterly collaborative meetings.
  2. Identify inter-institutional variation in the measures.
  3. Identify best practices among sites and disseminate findings to all participants.
  4. Facilitate self-assessment and self-improvement of participating sites through continuous quality improvement (CQI) processes.
  5. Audit individual program’s Society of Thoracic Surgeons data (STS) and MSTCVS data to ensure data integrity.
  6. Identify learning opportunities for surgeons and data managers throughout the state.
  7. Provide educational opportunities for Michigan STS data managers.

Membership on the Quality Collaborative Committee includes one physician representative from a minimum of 16 hospitals in the collaborative to the entire participating group (33 physicians and 33 hospitals in 2011) and ex officio membership of the Society President unless the President is a hospital representative. The Quality Collaborative committee meets at least four times per year, in person or via teleconference. The responsibilities of the committee include:

  1. Mortality Outcomes Review Group: MORG
  2. Data Request Reviews
  3. Access and Publication Reviews
  4. Site Visit/Reverse Site Visit Planning
  5. Review potential opportunities for participation with other regional quality groups.
  6. Create and prioritize yearly and long-term program plans and goals.

Membership on the committee is for a minimum of a three (3) year cycle with reappointment three (3) year cycles.

The committee is part of the Coordinating Center based in Ann Arbor which is funded as part of the Blue Cross/Blue Shield of Michigan hospital CQI value partnership programs and its administrative core includes a project director and project managers, as well as an administrative assistant. The responsibilities of the Coordinating Center include: auditing, data acquisition and review, compilation of reports, educational opportunities creation, yearly meeting organization, and Quality Collaborative representation at regional and national meetings.

Nominating Committee:

The Nominating Committee consists of the President, President-Elect and Immediate Past President and shall  be responsible for identifying nominees for all directorship and committee positions. It shall meet as necessary, and shall submit to the Board of Directors a slate to fill all director positions to be voted on at the annual meeting and a slate to fill all necessary committee memberships.

ARTICLE VIII

FISCAL YEAR

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

ARTICLE IX

                                       LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 9.1          Conflict with Articles. As long as the Articles of Incorporation do not contain conflicting provisions, this article shall apply.

Section 9.2          Liability of Directors. No director of the Society shall be personally liable to the Society or its members for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Society, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law, (iii) a violation of section 551(1) of the Michigan Nonprofit Corporation Act, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for an act or omission that is grossly negligent. If the Michigan Nonprofit Corporation Act, or any other applica­ble law, is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Society shall be eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act, or any other applicable law, as so amended. Any repeal or modifica­tion of this Section by the members of the Society shall not adversely affect any right or protection of a director of the Society existing at the time of such repeal or modification.

Section 9.3          Right to Indemnification. Each person who was or is a party to or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (hereinafter referred to as a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director of officer of the Society or, while serving as a director or officer of the Society, is or was serving at the request of the Society as a director, officer, partner, trustee, employee, or agent or another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, including service with respect to employee benefit plans, whether the basis of the proceeding is alleged action in an official capacity as a director, officer, employee, or agent, or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Society to the fullest extent authorized by the Michigan Nonprofit Corporation Act, as it exists or may be amended (but, in the case of any such amendment, only to the extent that the amendment permits the Society to provide broader indemnification rights than the Michigan Nonprofit Corporation Act permitted the Society to provide before the amendment), against all expenses, liability, and loss (including attorney fees, judgments, fines, ERISA excise taxes, or penalties and amounts to be paid in settlement) reasonably incurred by the person in connection therewith. The indemnification shall continue for a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors, and administrators; provided, however, that except as provided in these Bylaws with respect to proceedings seeking to enforce rights to indemnification, the Society shall indemnify any such person seeking indemnification in connection with a proceeding, or part thereof, initiated by the person only if the proceeding, or part thereof, was authorized by the Board of Directors of the Society. To the extent authorized by the Michigan Nonprofit Corporation Act, the Society may, but shall not be required to, pay expenses incurred in defending a proceeding in advance of its final disposition. The right to indemnification conferred in these Bylaws shall be a contract right .

Section 9.4          Non-Exclusivity of Rights. The right to indemnification conferred in these Bylaws shall not be exclusive of any other right that any person may have or acquire under any statute, provision of the Articles of Incorporation, agreement, vote of members or disinterested directors, or otherwise.

Section 9.5          Indemnification of Employees, Committee Members and Agents of the Society. The Society may, to the extent authorized from time to time by the Board of Directors, grant rights to any employee, committee member or agent of the Society to indemnification and payment by the Society for expenses incurred in defending any proceeding before its final disposition, to the fullest extent of the provisions of the Michigan Nonprofit Corporation Act with respect to the indemnification and advancement of expenses of directors and officers of the Society.

Section 9.6          Insurance. The Society may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Society or another corpora­tion, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Society would have the power to indemnify such person against such expense, liability or loss under the Michigan Nonprofit Corporation Act or any other applicable law.

Section 9.7          Merger and Reorganization. For purposes of this Article, the Society includes all constituent corpora­tions absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a direc­tor, officer, employee, or agent of the constituent corporation or is or was serving at the request of the constituent corpora­tion as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise whether for profit or not shall stand in the same position under the provisions of this section with respect to the resulting or surviving corpora­tion as the person would if he or she had served the resulting or surviving corporation in the same capacity.

ARTICLE X

                                                                                       MISCELLANEOUS

Section 10.1        Seal. The Board of Directors may provide a corporate seal which, if authorized, shall have inscribed the name of the Michigan Society of Thoracic and Cardiovascular Surgeons, the year of incorporation and the words “Corporate Seal, Michigan.”

Section 10.2        Waiver of Notice. When the members or the Board of Directors or any committee may take action after notice to any person or after lapse of a prescribed period of time, the action may be taken without notice and without lapse of the period of time, if at any time before or after the action is completed the person entitled to notice or to participate in the action to be taken or, in case of a member, by the member’s attorney-in-fact, submits a signed waiver of such requirements.

Section 10.3        Reimbursements. If any payments are made to an officer of the Society, which the Internal Revenue Service disallows in whole or in part as a deductible expense, the officer shall reimburse the Society to the full extent of such disallowance. The Board of Directors has the duty to enforce pay­ment of each amount disallowed. Subject to the approval of the Board of Directors, reimbursement may be made by withholding proportionate amounts from the officer’s future compensation until the amount owed to the Society is recovered.

Adopted: May 8, 2000

Amended: January 2008

Amended: December 10, 2011

 

REVISED BYLAWS TO BE VOTED ON November 2017