Bylaws of The Society for Cardiovascular Angiography and Interventions
(As Amended May 6, 2011)
Preamble
It shall at all times be the aim andpurpose of The Society for Cardiovascular Angiography and Interventions ("the Society") to conduct its business and activities in accord with the purposes set forth in its Articles of Incorporation.
Article I
Membership
Section 1.
Membership in the Society shall be based upon qualification of leadership, experience, training and ethical standards in the field of cardiac and/or endovascular angiography and/or intervention, as shall be established by the Board of Trustees as recommended by the Credentials Committee.
Section 2.
There shall be nine (9) classes of membership: Fellow, Senior Fellow, Emeritus Fellow, Member, Scientist Member, Affiliate, Consultant to the Society, Trustee for Life, and International Associate Member. All nine classes shall hereinafter be collectively referred to as "members".
Section 3.
The Credentials Committee shall review applications for membership, and shall submit the names of candidates for membership to the Fellows of the Society. Members shall be elected by majority vote of the Trustees of the Society.
Section 4.
Fellows of the Society shall be physicians or scientists involved in the area of cardiac and/or endovascular angiography and/or intervention, and shall be selected on the basis of such standards and qualifications as may be determined from time to time by the Board of Trustees as recommended by the Credentials Committee in addition to those set forth herein. Fellows of the Society shall be eligible to vote, to serve on committees, and to serve as Trustees and officers. Each Fellow of the Society shall be entitled to one (1) vote.
Section 5.
Senior Fellows of the Society shall be physicians or scientists who have attained the status of Fellow of the Society but are no longer involved in the area of cardiac and/or endovascular angiography and/or intervention. Senior Fellows shall be eligible to vote and to serve on committees, but may not serve as Trustees or Officers. Each Senior Fellow of the Society shall be entitled to one (1) vote.
Section 6.
The Board of Trustees, on recommendation of the Credentials Committee, may appoint existing Fellows or Senior Fellows to be Emeritus Fellows when they have retired from the active practice of medicine. Emeritus Fellows shall be exempt from annual dues or assessments and shall not have a vote, but shall be invited to all official functions of the Society, and may serve on committees.
Section 7.
Affiliates are those physicians in good standing in a certified training program.
Section 8.
Members of the Society shall be physicians involved in the area of cardiac and/or endovascular angiography and/or intervention who desire association with the Society, but who do not fulfill the qualification of Fellow of the Society.
Section 9.
Scientist members of the Society shall have a doctorate in a relevant scientific field, and shall demonstrate that he/she works regularly in the area of cardiac and/or endovascular angiography and/or intervention.
Section 10.
The position of Consultant to the Society may, upon special recommendation by the Credentials Committee, be offered to individuals not practicing in the field of cardiovascular catheterization and angiography, but whose efforts are intimately related to the field and whose expertise may be expected to significantly further the objectives of the Society.
Section 11.
Trustees for Life shall be Fellows or Senior Fellows of the Society, who, in the opinion of the members of the Credentials committee, warrant special recognition and honor for their achievements or contributions to the Society and the profession. Trustees for Life shall serve on the Board of Trustees until death or resignation. In addition, Trustees for Life shall retain the status of Fellows of the Society, and as such, shall retain all rights and privileges of Fellows of the Society including the right to vote, to serve as officers and to serve on committees.
Section 12.
International Associate Members of the Society shall be physicians actively practicing in the field of cardiovascular catheterization and angiography outside the United States, and shall be members in good standing of a non-U.S. interventional Society recognized by the Board of Trustees. Such members shall not be eligible to vote or serve as Trustees or officers.
Section 13.
Certificates of Membership in all categories shall be signed by the President and the Secretary.
Section 14.
Pursuant to the bylaws of the Society for Cardiovascular Angiography and Interventions Association, Inc. (“the Association”), members of the Society in good standing are also members of the equivalent membership class of the Association. Likewise, members of the Association in good standing are also members of the equivalent membership class of the Society.
Section 15.
Any Member of the Society may be disciplined or expelled for conduct which, in the opinion of the Board of Trustees, is derogatory to the dignity of or inconsistent with the purposes of the Society. The expulsion of a Member may be ordered only upon the affirmative vote of two thirds (2/3) of the Members of the Board of Trustees present at a regular or special meeting and only after such Member has been informed of the charges preferred against him and has been given an opportunity to refute such charges before the Board of Trustees.
Any Member, Fellow, Senior Fellow, Affiliate, or Affiliate-In-Training who is delinquent in dues automatically loses all privileges of membership and shall be dropped from the roles of the Society after two years delinquency and notification by the Board of Trustees.
Section 16.
At annual or special meetings of the members, a quorum for the transaction of any business shall consist of no less than twenty (20) Fellows and/or Senior Fellows of the Society, of which at least four (4) must be current members of the Board of Trustees.
The annual business meeting of members of the Society shall be held each year during the Annual Scientific Sessions on a date to be determined annually by the Board of Trustees. At such annual business meeting, the Fellows and Senior Fellows of the Society shall elect the Trustees and officers of the Society, who shall serve until the next annual business meeting or until their successors are duly elected. In addition, at such annual business meeting, reports of the Trustees, officers and committees of the Society shall be presented to the members, including a written financial report of the operation and the status of the finances of the
Society at the close of its most recent fiscal year. Such other business may be brought before the meeting as shall be determined by the officers and the Nominating Committee. The Chairman shall have the authority to recess the annual business meeting for any reason, and must state a date, time and location to reconvene and complete the meeting prior to conclusion of the Annual Scientific Sessions.
Special meetings of the members of the Society shall be called upon the vote of no less than one-third (1/3) of the Trustees then serving. Such meetings shall be held at such time and place set forth in the notice thereof, as hereinafter provided.
With the exception of the first meeting of members, written or electronic notice of annual and special meetings of the members of the Society shall be sent to each member at least seven (7) days before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purposes thereof.
Article II
Trustees
Section 1.
The powers of the Society shall be exercised, its business and affairs conducted, and its property controlled by the Board of Trustees, except as otherwise provided by law, the Articles or these Bylaws.
Without limiting the general powers conferred by or implied in the preceding sentence, the Trustees, acting as a Board and by majority vote, shall have power:
(a) To elect or appoint, to define and limit the powers and duties of, and to remove all employees of the Society, and to fix their salaries or compensation;
(b) The Board of Trustees, at its discretion, may retain an Executive Director to assist in handling the affairs of the Society. The Executive Director recommends plans of operation, conducts the business of the Society under the guidance of the Board of Trustees and prepares an annual report. From time to time, the Board of Trustees shall determine other duties and responsibilities of the Executive Director;
(c) To elect or appoint, to define and limit the powers and duties of, to delegate authority to and, in their discretion, to remove committees or any members thereof;
(d) To designate depositories of the funds and securities of the Society and the officers or other persons who shall be authorized to sign checks, notes, drafts, contracts and other instruments on behalf of the Society;
(e) To acquire real or personal property for the Society by purchase, gift or otherwise and to sell, lease, mortgage or otherwise dispose of any and all real or personal property owned by the Society.
Section 2.
The Board of Trustees to the extent possible should at all times include representatives from the disciplines of both cardiology and radiology. Each Trustee must be a Fellow of the Society.
Trustees for Life, the President, the President-Elect, the Vice President, the Secretary, the Treasurer, and the immediate past President of the Society shall be Trustees ex-officio during their tenure of office. Trustees ex-officio shall be counted for quorum purposes and shall have the same rights, privileges and duties as other Trustees. The number of Trustees (including Trustees ex-officio) shall not be less than three (3) nor more than twenty-five (25), as may be determined from time to time by the majority vote of the Fellows and Senior Fellows of the Society.
At the first annual meeting or other meetings called to elect Trustees, the Board of Trustees (except for Trustees exofficio) shall be elected in three (3) classes: the Trustees in the first class shall be elected for a term of one (1) year; the Trustees in the second class shall be elected for a term of two (2) years; and Trustees in the third class shall be elected for a term of three (3) years. Thereafter, all trustees shall be elected for a term of three (3) years. A member who has served a three-year term as a Trustee of the Society shall not be eligible to serve again as Trustee for one (1) year after the completion of his/her term.
As provided in the SCAI Association’s bylaws, the directors of the Society shall also serve as the directors of the Association.
Section 3.
Trustees, other than Trustees ex-officio, shall be elected at the Annual Meeting of members, or at a special meeting of members called and held for that purpose. At each annual Meeting of members, a list of nominees for Trustees shall be presented by the Nominating committee prior to vote by the Fellows and Senior Fellows of the Society.
Additional nominations for Trustee may be received from the floor by the Chairman of the meeting. At such meeting held for the election of Trustees, the persons receiving the greatest number of votes shall be elected Trustees.
The ballots for Society Trustees shall indicate that a vote cast for an individual for director or officer of the Society is also a vote cast for that individual for director of the Association.
Section 4.
In case of vacancy in the Board of Trustees due to death, resignation or other cause, the remaining Trustees may, by majority vote, fill such vacancy, and the persons so elected shall serve during the remainder of the vacant term.
Section 5.
At all meetings of Trustees, one-third (1/3) of the number of Trustees then serving, but in all events not less than five (5) Trustees, if present in person or by written proxy, shall constitute a quorum for the transaction of any business. At each meeting of Trustees at which a quorum is present, action taken shall be by majority vote.
Section 6.
The Annual Meeting of the Board of Trustees shall be held preceding the annual meeting of members. Other meetings of the Board of Trustees shall be held at such times as the Board of Trustees shall from time to time determine. Special meetings of the Board of Trustees may be held at any time upon call of the President, or the President-Elect, or any two Trustees.
Written or electronic notice of meetings of the Board of Trustees shall be sent to each Trustee at least seven (7) days before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purposes thereof.
The President shall preside at meetings of the Board of Trustees. Unless the Board of Trustees shall select some other person, the Secretary shall act as Secretary of such meetings.
Section 7.
At the Annual meeting of the Board of Trustees, the President shall present a summary of the audit report for the preceding fiscal year.
Section 8.
Trustees, as such, shall not be entitled to receive salary or compensation for their services, but such restriction shall not be construed to preclude any Trustee from serving the Society in any other capacity and receiving compensation therefor.
Section 9.
Annual dues and any assessments shall be established by the Board of Trustees. Pursuant to the Association’s bylaws, dues and assessments payable to the Society shall be billed, collected and otherwise administered by the Association. Any sanctions taken against an individual’s membership in the Society or the Association for a failure to pay dues or assessments shall apply equally to that individual’s membership in the other organization.
ArticleIII
Officers
Section 1.
Officers shall be elected at the Annual Meeting of members, or at a special meeting of members called and held for that purpose. At each Annual Meeting of members, a list of nominees for officers shall be presented by the Nominating Committee prior to vote by the Fellows and Senior Fellows of the Society. Additional nominations for officers may be received from the floor by the Chairman of the meeting.
The Fellows and Senior Fellows of the Society at each Annual Meeting shall elect a President, a President-Elect, a Vice President, a Secretary and a Treasurer, and may elect such other officers and assistant officers as may be deemed necessary or advisable. All officers except for the Treasurer shall hold office until the next Annual Meeting of members or until their successors are elected. The term of the Treasurer shall be for a single six-year term (nonrenewable).
Vacancies occurring during the year shall be filled by appointment of the Trustees. The President, President-Elect, Vice President, Secretary, Treasurer and the immediate past President shall all be Trustees exofficio during their tenure of office.
As provided in the Association’s bylaws, the officers of the Society shall also serve as the officers of the Association.
Section 2.
The President shall be the chief executive officer of the Society. He/she shall preside at all meetings of the members and the Board of Trustees.
In case of the absence or disability of the President, all powers and duties performed by the President shall be performed by the President-Elect.
The Secretary shall record all business and transactions of the Society and its committees, and shall receive applications for membership and proposals for amendments.
The Treasurer shall be the custodian of the funds and assets of the Society, and shall prepare and have audited an annual report for presentation at the annual meetings of members and of Trustees.
Section 3.
The President, the President-Elect, the Vice President, the Secretary, the Treasurer, and any other officers and assistant officers elected by the Fellows and Senior Fellows of the Society shall have such additional powers and duties as may from time to time be prescribed or delegated to them by the Board of Trustees.
Article IV
Committees
Section 1.
At each Meeting of the Board of Trustees, the President with concurrence of the Board shall appoint the Chairs and members of all Standing Committees (and Subcommittees), and may appoint such other Committees and the Chairs and members thereof, as it shall from time to time determine to be appropriate. Members of each Committee shall continue in office until their respective successors shall be appointed. Vacancies may be filled by the Board of Trustees. Committee actions shall be reported to the Fellows and Senior Fellows of the Society at each Meeting and shall be subject to approval or ratification by the Board of Trustees.
Section 2.
Each Committee shall fix its own rules of procedures and the time and place of holding its meetings. At each such meeting a majority of the members who may appear, either in person or by written proxy, shall constitute a quorum, and the affirmative vote of a majority of these shall be necessary to act.
Section 3.
The following Standing Committees shall serve the Society: Advocacy Committee, Budget Committee, Bylaws Committee, Cardiovascular Laboratory Technologists Standards Committee, Carotid Artery Stenting and Neurovascular Coordinating Committee, Continuing Medical Education Committee, Congenital Heart Disease Committee, Credentials Committee, Development Committee, eSCAI Committee, Ethics Committee, Executive Committee, Governors Committee, International Committee, Interventional Career Development Committee, Laboratory Survey Committee, Nominating Committee, Peripheral Vascular Disease Committee, Program Committee, Publications Committee, Public Relations Committee, Quality Improvement Committee, Structural Heart Disease Council, and Training Program Standards Committee.
The Advocacy Committee shall ensure that the Society's members have a strong, independent voice advocating on their behalf at all levels of government and other relevant organizations.
The Budget Committee shall monitor the financial affairs of the Society, shall prepare a yearly budget for all operations of the Society and recommend this budget to the Board of Trustees.
The Bylaws Committee shall ensure the integrity of the Society's bylaws, review and make appropriate recommendations for amendments as needed, and interpret the bylaws as needed.
The Cardiovascular Laboratory Technologists Standards Committee shall promote excellence among technologists, nurses and other allied health professionals who work in cardiovascular
laboratories, in collaboration with relevant professional societies as appropriate.
The Carotid Artery Stenting (CAS) and Neurovascular Coordinating Committee shall coordinate and ensure proper communication among all Society activities related to CAS and neurovascular issues.
The Congenital Heart Disease Committee shall develop standards and qualifications for pediatric/adult congenital cardiovascular interventionalists and shall monitor changes in the field of pediatric/adult congenital invasive/interventional cardiovascular medicine.
The Continuing Medical Education Committee shall seek and maintain accreditation for continuing medical education by the appropriate certifying agencies, shall review continuing medical education programs for approval and shall advise the Board of Trustees on all matters concerning continuing medical education within the Society.
The Credentials Committee shall review applications for membership and shall submit the names of candidates for membership to the Fellows and Senior Fellows of the Society. The Credentials Committee shall then submit names of recommended candidates to the Trustees of the Society for election to membership.
The Development Committee shall coordinate/build Society industry relationships to ensure proper financial and non-financial support for programs relevant to the Society's mission, in conformance with all applicable rules, professional standards and codes.
The eSCAI Committee shall serve a coordinating and advisory role to Society matters related to electronic communications, publications, databases and similar activities.
The Ethics Committee shall serve in an advisory role to the Board in ethical matters as they apply to the Society, its activities and its membership.
The Executive Committee of the Board of Trustees shall in each administration consist of the President, the President-Elect, the Immediate Past President, the Vice President, the Treasurer, and the Secretary. The Executive Committee shall have the following duties and responsibilities:
- During the intervals between the meetings of the Board of Trustees, to exercise such powers as may be delegated to it by the Board of Trustees, except that it shall not have the power to elect an applicant to any of the categories of membership, or to regulate initiation fees or annual dues;
- Make recommendations to the Board of Trustees as to matters of changes, extensions or revisions in Society policy;
- To receive and study reports of such committees as the Board of Trustees may direct;
- To act as an advisory body to the President;
- To keep a record of its proceedings and report the same to the Board of Trustees at the next succeeding meeting for its approval or disapproval; and
- To hold its meetings at such place or places as it may from time to time determine. In addition, the Committee may be called upon to confer at any time by the President of the Society.
The Governors Committee shall stimulate interest and membership in the Society and assist the Credentials Committee in the evaluation of applications. The Governors may also serve as representatives of the Board of Trustees or any committee to carry out appropriate activities at a local level.
The International Committee shall develop SCAI as a global organization through close and productive partnerships with organizations and working groups worldwide on issues of mutual interest including, but not limited to, education, guidelines, communications and leadership.
The Interventional Career Development shall coordinate Society programs and resources devoted to assist those individuals in fellowship training and in their immediate post-fellowship years.
The Laboratory Survey Committee shall serve as a resource for physicians and administrators to provide comprehensive independent outside review services for cardiovascular catheterization laboratories regarding all aspects of laboratory function, including facilities, equipment, personnel, policies, procedures and quality assurance.
The Nominating Committee shall prepare lists of nominees for consideration of Trustees and Officers of the Society. Such lists shall be presented to the Board of Trustees for their information at the March meeting and circulated thirty (30) days prior to the May annual meeting.
The Peripheral Vascular Disease (PVD) Committee shall coordinate and ensure proper communication among all Society activities related to PVD issues.
The Program Committee shall plan the scientific program for the Annual Meeting and present these plans to the Board of Trustees and maintain documentation for Continuing Medical Education.
The Public Relations Committee shall advance the activities, missions, and goals of the Society by maximizing media interaction and exposure through a coordinated advertising and information dissemination program.
The Publications Committee shall coordinate publication activities, including those involving the Catheterization and Cardiovascular Interventions journal; to coordinate publications arising for monographs, position papers and other special publications as revenue generators for the Society; and to oversee the Editorial Board activities of the journal for the Society.
The Quality Improvement Committee shall serve as a resource for physicians, staff and administration through written recommendations to assist individual facilities in the development of policies regarding quality measures and relevant quality programs encountered in the cardiovascular catheterization laboratory.
The Structural Heart Disease (SHD) Council shall coordinate and insure proper communication among all Society activities related to SHD issues, and work closely with other relevant organizations in this area.
The Training Program Standards Committee shall provide the means to assess training and manpower needs, develop training standards and address issues facing training programs.
Article V
Indemnification
Each Trustee and Officer shall be indemnified by the Society against all costs, expenses and recovery or judgments reasonably incurred by him/her in connection with the defense of any action, suit or proceeding to which he/she is made a party by reason of his/her being or having been a Trustee or officer of the Society, except with respect to matters as to which he/she shall be adjudged in such action, suit, or proceeding to be liable for dereliction or negligence in the performance of his/her duty as such Trustee or Officer. In case of settlement of any action, suit or proceeding to which any Trustee or Officer is made a party, or which may be threatened to be brought against him/her, by reason of his being or having been a Trustee or Officer, he/she shall be indemnified by the Society against all costs and expenses, including the cost of settlement, reasonably incurred by him/her in connection with such action, suit, or proceeding, if the Society shall be advised by independent counsel that such Trustee or Officer was not derelict or negligent in the performance of his/her duty as such Trustee or Officer with respect to the matters covered by such action, suit or proceeding.
Article VI
Fiscal Year
The fiscal year of the Society shall end on the last day of December.
Article VII
Audit
The Treasurer shall cause the books and accounts of the Society to be audited at least annually by a qualified firm of certified public accountants. The reports of such audits shall be made to the President, Trustees and Fellows and Senior Fellows of the Society, as provided herein.
Article VIII
Actions Without a Meeting
Any action which may be authorized or taken at a meeting of the Fellow and Senior Fellows of the Society may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by a majority of the Fellows and Senior Fellows of the Society who are entitled to notice of and to vote at a meeting for such purpose.
Any action which may be authorized or taken at a meeting of the Trustees may be authorized or taken without a meeting by mail ballot/electronic mail ballot with a 2/3 majority approval and 100%.
Article IX
Amendments
These Bylaws may be altered, amended, repealed or superseded either in whole or in part, by the affirmative vote of two-thirds (2/3) of the Fellows and Senior Fellows of the Society who are present at any meeting called for such purpose at which there is a quorum, or without a meeting by consent in writing of at least two-thirds (2/3) of the Fellows and Senior Fellows of the Society.