Constitution and Bylaws

BUFFALO SURGICAL SOCIETY

CONSTITUTION & BYLAWS

(amended 2019)

ARTICLE I

Name

The name of this Society is the BUFFALO SURGICAL SOCIETY.

ARTICLE II

Object

The objectives of this Society are to cultivate and improve the science and art of surgery, to encourage the highest standards of medical practice and ethics, and to encourage a spirit of collegiality and cooperation among physicians engaged in surgery.

ARTICLE III

Membership

SECTION 1. The membership of this Society shall be limited to eligible Active Fellows. There may also be Honorary, Senior, Associate and Inactive Fellows.

SECTION 2. To be eligible for membership a candidate must be a graduate of an approved medical or osteopathic school, and practice or reside in any of the eight counties of Western New York, which are: Allegany, Cattaraugus, Chautauqua, Erie, Genesee, Niagara, Orleans and Wyoming.

A candidate for Fellowship may be proposed by an Active Fellow in good standing attested to by two additional Active Fellows in good standing. The Executive Council may also propose candidates for Fellowship. The membership proposal shall be submitted in writing on attestation blanks furnished by the Society. Applicants must submit their curriculum vitae to the Executive Council for consideration.

SECTION 3. The names of all eligible candidates will be presented at the next general membership meeting for voting at that meeting. When elected, Fellows shall be immediately notified of their election to the Society, and the dues for the current year will be prorated based upon the date of election into the Society. The Executive Council will review all submitted requests for changes in membership status.

SECTION 4. Active or Associate Fellows upon retirement and attainment of 65 years of age may request in writing to become a Senior Fellow. Senior Fellows will retain all their rights and privileges of full membership in the Society but shall be relieved from payment of dues. Senior Fellows will be responsible for the payment of full assessments for attendance at Society sponsored events. Assessments will be based upon the actual cost, per attendee, of the event attended.

SECTION 5. An Active Fellow in good standing with a minimum of 10 years of membership may request in writing to become an Associate Fellow, if they are not involved in the active practice of surgery but are involved in a medically related activity. They will maintain full voting rights but cannot hold office; will be responsible for 2/3 of the annual dues, and full assessments for attendance at any Society sponsored event.

SECTION 6. An Active Fellow, changing permanent residence from the eight counties of Western New York may, upon request, be classified as an Inactive Member. Such a member shall not count in the total membership of the Society. An Inactive Fellow will be responsible for the full assessment for attendance at any Society sponsored event.

SECTION 7. Honorary Fellows must be proposed by the Executive Council and elected in the same manner as Active Fellows. They shall not be required to pay dues or fees, nor shall they be privileged to vote or hold office. A surgeon giving the Roswell Park Lecture shall be elected into the Society as an Honorary Fellow and shall be given a certificate of membership at the Roswell Park Lecture.

SECTION 8. Any act of misconduct, either professional or ethical, which results in license revocation by New York State will be grounds for loss of membership in the Society.

ARTICLE IV

Executive Council

SECTION 1. The Executive Council shall consist of the three past presidents, the Officers of the Society, and one member elected on a yearly basis whose membership is under five years.

Officers

SECTION 2. The Officers of the Society shall consist of a President, Vice-President, Secretary/Treasurer. They shall hold office for one year or until their successors shall have been elected and qualified.

Nominations

SECTION 3. All Officers, shall be nominated by the Active and Senior Fellows and elected by vote at a general membership meeting. The installation of the Officers shall take place immediately after their election.

SECTION 4. The President shall preside at all meetings of the Society, preserve order, regulate debates, sign certificates of Fellowship appoint committees, announce results of elections, and perform all duties legitimately pertaining to his office. The President of the Society is the chair of the Executive Council.

SECTION 5. The Vice President shall preside in the absence of the President. In the absence of the Vice-President, the Secretary/Treasurer shall preside.

SECTION 6. The Secretary/Treasurer shall assure the Society that an accurate record of the minutes of the Society is maintained, that a meeting notice will be transmitted to all Fellows one month prior to each scheduled meeting date, and shall assure the Society that each Fellow will electronically receive the names and curriculum vitae, of all candidates for Fellowship as an attachment to the next meeting notice. The Secretary/Treasurer shall assure the Society that all candidates for membership are immediately notified of their election to the Fellowship. It shall also be the duty of the Secretary/Treasurer to oversee all monies and funds belonging to the Society; the prompt payment of all bills; the prompt and accurate billing and collection of all dues and assessment; will report to the Society the names of all Fellows in arrears and who have, in accordance with the Bylaws regulating the same, forfeited their Fellowship; and shall present an account for audit at the first meeting of the calendar year.

SECTION 7. The Immediate Past President will assume the duty of acting as Society liaison to the local chapter of the American College of Surgeons.

SECTION 8. The Executive Council shall have the power to reinstate Fellows forfeiting the Fellowship for non-payment of any financial obligation provided all arrears have been paid. It shall act as the Board of Censors for the trial of all alleged offenses against the Constitution and Bylaws or unprofessional conduct of any Fellow of the Society, and it alone shall have power of moving for their expulsion.

Vacancies

SECTION 9. Any vacancy occurring during the year among the Officers or Executive Council shall be filled by the Council excepting that of President which shall be filled by the Vice-President.

Article V

BY-LAWS

Meetings

SECTION 1. Meetings shall be held from September to June, dates to be determined by the Executive Council, and the dates will be electronically sent to all Fellows.

Special Meetings

SECTION 2. A special meeting of the Society may be called at any time by the President whose duty is to do so upon receiving, in writing, the request from any five Fellows. The object of the meeting must be stated in the call.

Quorum

SECTION 3. One-third of those Active Fellows who have responded in the affirmative as attending any meeting shall constitute a quorum for the transaction of business except for the expulsion of a Fellow for which there shall be required the vote of a majority of all Fellows of the Society.

Annual Dues

SECTION 9. The Annual Dues shall be determined by the Executive Council. When the amount of money in the treasury is insufficient for expenses, the Secretary/Treasurer is authorized to assess each Active Fellow, after unanimous approval by the Executive Council.

Arrears

SECTION 10. Any Fellow in arrears for one year, being notified of the fact in writing by the Secretary/Treasurer and not paying his dues within two months thereafter, shall forfeit his Fellowship. It shall be the duty of the Secretary/Treasurer to notify the Society of such forfeiture, which shall be entered on the minutes, and names of the delinquent stricken from the list of the Fellows. The notification aforesaid shall contain a copy of this section.

Seal and Certificate of Fellowship

SECTION 11. This Society shall have a distinct Seal. It shall also issue a certificate of Fellowship. Every Fellow shall be entitled to a certificate of Fellowship, signed by the President and Secretary and stamped with the seal of the Society when he has complied with the provisions set forth in the Constitution.

Order of Business

SECTION 12. The President shall determine the order of business for each meeting.

Rules of Order

SECTION 13. The Proceedings of the Society shall be conducted under the usual parliamentary rules of order.

Nominations for the Roswell Park Lectureship

SECTION 14. A slate of candidates for the Roswell Park lectureship will be accepted at the last meeting of the academic year attended by the general membership, at which time nominations will be taken from the floor. Prior to the first meeting of the following academic year, curriculum vitae of all nominees will be transmitted to each member. Final voting will take place at the first meeting of the academic year attended by the entire membership.

Alteration in the Constitution

SECTION 15. This Constitution and Bylaws may be amended, altered, or repealed at any regular Annual Meeting, or at any special meeting called for that purpose, provided the suggested amendment, alteration, or repeal shall be presented in writing signed by three Fellows or submitted by the Executive Council and provided that the suggested change shall be printed and transmitted to each Fellow at least ten days prior to the date of the meeting at which the vote thereon is to be taken. An affirmative vote of three-fourths of all Fellows shall be necessary to adopt the change. The change will take place at the start of the next academic year.

Article VI

Executive Director

SECTION 1. The Executive Council shall have the right to employ a salaried individual, with the terms and conditions of employment specified by the members of the Executive Council, who are delegated the authority to determine the ongoing compensation and any other financial arrangements as deemed appropriate.

SECTION 2. The Executive Director shall manage all activities of the Society subject to the policies outlined in the Constitution and Bylaws. The Director shall be responsible for the day-to-day operation of the Society including establishing a meeting calendar, of maintaining an accurate recording of the minutes of each meeting as well as listing of all members of the Society with accurate address, phone and email contact information. The Director will also assume the responsibility of billing and collecting dues and assessments, paying bills associated with general membership meetings as well as the Roswell Park Dinner. The Executive Director will provide to the Treasurer a monthly reconciled Bank Statement and an annual year end statement of revenue and expenses.