Regulations of The Society for Cardiovascular Angiography and Interventions
(As Amended March 30, 2008)
Preamble
It shall at all times be the aim and purpose 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, ethical standards in the field of cardiac catheterization and angiography, as shall be established by the Board of Trustees as recommended by the Credentials Committee.
Section 2.
There shall be eight (8) classes of membership: Fellow, Senior Fellow, Emeritus Fellow, Member, Affiliate, Consultant to the Society, Trustee for Life, and International Associate Member. All eight 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 actively practicing in the field of cardiac catheterization and angiography, 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 who have attained the status of Fellow of the Society but are no longer engaged in the practice of cardiac catheterization and angiography. 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 actively practicing in the field of cardiac catheterization and angiography who desire association with the Society, but who do not fulfill the qualification of Fellow of the Society.
Section 9.
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 cardiac 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 10.
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 11.
International Associate Members of the Society shall be physicians actively practicing in the field of cardiac 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 12.
Certificates of Membership in all categories shall be signed by the President and the Secretary.
Section 13.
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 14.
At meetings of members, one-third (1/3) of the Fellows and Senior Fellows of the Society, if present in person or by written proxy, shall constitute a quorum for the transaction of any business. The President shall preside and the Secretary of the Society (or such other officer of the Society as may be designated by the President) shall act as Secretary at meetings of the members.
The first annual meeting of members of the Society shall be held in Chicago, Illinois on June 5, 1978. Thereafter, the annual meetings of members of the Society shall be held each year on a date to be determined annually by the Board of Trustees. At such annual 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 meeting or until their successors are duly elected. In addition, at such annual 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.
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 as set forth in the notice thereof, as hereinafter provided.
With the exception of the first meeting of members, written 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 Regulations.
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 term.
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.
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 following 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 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.
Article III
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.
Section 2.
The President shall be the chief executive officer of the Society. He 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 Annual Meeting of the Board of Trustees, the President with concurrence of the Board shall appoint the Chairmen and members of all Standing Committees, and may appoint such other Committees and the Chairmen 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 Annual 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: Budget Committee, Continuing Medical Education Committee, Congenital Heart Disease Committee, Credentials Committee, Executive Committee, Governors Committee, Interventional Cardiology Committee, Laboratory Performance Standards Committee, Nominating Committee, Program Committee, Publications Committee, Public Relations Committee, Registry Committee, and Training Program Standards Committee.
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 Congenital Heart Disease Committee shall develop standards and qualifications for pediatric cardiovascular interventionalists and shall monitor changes in the field of pediatric invasive 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 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 Interventional Cardiology Committee shall develop standards and qualifications for cardiovascular interventionalists and shall monitor changes in the field of interventional cardiology and report trends to the Board of Trustees.
The Laboratory Performance Standards Committee shall develop standards and qualifications for cardiac catheterization and angiographic laboratories, implement the review of these laboratories, and from time to time conduct a survey of existing laboratories.
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 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 Registry Committee shall compile and maintain a Registry of pertinent data in the field of cardiac catheterization, angiography and interventions.
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 in connection with the defense of any action, suit or proceeding to which he is made a party by reason of his being or having been a Trustee or officer of the Society, except with respect to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for dereliction or negligence in the performance of his 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, by reason of his being or having been a Trustee or Officer, he shall be indemnified by the Society against all costs and expenses, including the cost of settlement, reasonably incurred by him 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 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 Regulations 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.