AMENDED AND RESTATED BYLAWS
SOCIETY FOR PEDIATRIC ANESTHESIA
(An Illinois Nonprofit Corporation)
Adopted October 20, 2016
ARTICLE IX – CONGENITAL CARDIAC ANESTHESIA SOCIETY
There shall be, within SPA, a section on pediatric cardiac anesthesia which shall be known as the Congenital Cardiac Anesthesia Society (“CCAS”) in order to promote the subspecialty of cardiac pediatric anesthesia and provide education and training to those members of SPA wishing to increase their knowledge of that area of practice.
Section 9.1. Mission Statement of the Congenital Cardiac Anesthesia Society.
The purpose of CCAS is to improve the perioperative care and outcomes, and facilitate technological advances in therapy for newborns, infants, children, and adults with congenital heart disease requiring anesthesia. This shall be accomplished by (1) education, (2) collaboration of members, (3) coordination with other societies having like minded goals and objectives, (4) research, (5) facilitating a multi-institutional database, (6) training guidelines, and (7) advocacy.
Section 9.2. CCAS Administration. CCAS shall be administered as a part of SPA and SPA shall provide to CCAS such office space and administrative services as may be determined to be reasonable or necessary from time to time by the Board of Directors of SPA in consultation with the CCAS Board. In general, the expenses of CCAS shall be expected to be funded through CCAS dues or other revenues generated by CCAS and no liabilities or expenses of CCAS in excess of such sums shall be incurred without the prior approval of the Board of Directors of SPA. The CCAS Board shall annually prepare a budget reflecting reasonably anticipated dues and other sources of revenues, as well as budgeted expenses, and shall submit such budget to the Board of Directors of SPA for review and approval not less than thirty (30) days prior to the commencement of each fiscal year of SPA. The CCAS Board may otherwise adopt policies and procedures applicable to CCAS, subject to the advance approval of the Board of Directors of SPA. All funds of CCAS shall be deposited into an account which shall be under the supervision of the Treasurer of CCAS and all requests for disbursements from such account shall require the approval of the Treasurer of CCAS.
Section 9.3. CCAS Members. CCAS shall have members and such members shall be divided into the following classes of membership: Active Members, Affiliate Members, Resident/Fellow/Trainee Members, International Members, and Retired Members. The CCAS Board reserves the right to reject any membership application that it deems not in keeping with the mission and values of CCAS. The criteria for membership in each such class of membership are set forth below:
(a) Active Members. The Active Member class shall be comprised of those physicians who have an interest in pediatric cardiac anesthesia, are eligible to be members of the ASA, are Active members of SPA, have satisfactorily completed the membership application process described in Section 9.4 of these Bylaws, and whose names are shown as Active Members of CCAS on the membership records of the CCAS. Each Active Member of CCAS shall be entitled to one vote on each matter submitted to the membership of CCAS for a vote.
(b) Affiliate Members. The Affiliate A Member Class shall be comprised of those physicians who are eligible to be Affiliate members of SPA. The Affiliate B Member class shall be comprised of those physicians who are ineligible to be members of SPA and persons who are not physicians, who in each case have an interest in pediatric cardiac anesthesia, have satisfactorily completed the membership application process described in Section 9.4 of these Bylaws. Affiliate Members of CCAS will be shown as Affiliate Members on the membership record of CCAS but not on the membership record of SPA unless they also choose to become members of SPA. Affiliate Members shall not be entitled to vote on any matters submitted to the membership of CCAS for a vote.
(c) Resident/Fellow/Trainee Members. The Resident/Fellow/Trainee Member class shall be comprised of physicians who are in an approved residency training program, or are performing post-residency fellowship training. It shall also include trainees in other health care–related fields such as nursing, psychology or pharmacology. These members shall have satisfactorily completed the membership application process described in Section 9.4 of these Bylaws and whose names are shown as Resident/Fellow/Trainee Members of CCAS on the membership records of CCAS. No person may hold membership in CCAS as a Resident/Fellow/Trainee Member for more than a maximum of six (6) years. Resident/Fellow/Trainee Members shall not be entitled to vote on any matters submitted to the membership of CCAS for a vote.
(d) International Members. The International Member class shall be comprised of those physicians who have an interest in pediatric cardiac anesthesia, are eligible to be members of ASA, are International members of SPA, have satisfactorily completed the membership application process described in Section 9.4 of these Bylaws, and whose names are shown as International Members of CCAS on the membership records of CCAS. Each International Member of CCAS shall be entitled to one vote on each matter submitted to the membership of CCAS for a vote.
(e) Retired Members. The Retired Member class shall be comprised of individuals who, as of the date of the request for the change in status of their membership (as described below), have been Active Members or Affiliate Members of CCAS for ten (10) or more consecutive years and who have completely retired from professional practice. Individuals meeting the above criteria may have their membership classification changed to status as a Retired Member by delivering a written request for such change in status to the Secretary of CCAS. Retired Members shall be assessed membership dues as determined by the CCAS Board of Directors and shall not be entitled to vote on any matters submitted to the membership of CCAS for a vote.
Section 9.4. Application for CCAS Membership. An individual desiring membership in CCAS as an Active Member, Affiliate Member, Resident/Fellow/Trainee Member, or International Member shall submit to the Secretary of CCAS a membership application in such form and on such terms, including the submission of an initiation fee (if any) and dues, as the Board of CCAS may designate from time to time. Any person who has filed such application and paid any required initiation fee and/or dues, and who otherwise meets the qualifications for membership with respect to the class of membership applied for, shall be designated as a member of CCAS.
Section 9.5. Termination, Resignation and Reinstatement of CCAS Membership. Membership in CCAS shall be automatically terminated for nonpayment of CCAS dues or upon such person ceasing to be a member of SPA and may otherwise be terminated by the CCAS Board for other reasons by pursuant to procedures identical to those set forth in Section 4.4 of these Bylaws with respect to termination of SPA membership. Any member may resign from CCAS by delivery of a written resignation to the CCAS Secretary, but such resignation shall not relieve the member so resigning from the obligation to pay any unpaid dues, assessments, or other charges which accrued on or before the date of such resignation. Reinstatement may ensue upon written request signed by the former member and filed with the Secretary of CCAS, by the affirmative vote of not less than two-thirds of all members of the CCAS Board, and upon such terms as the CCAS Board may deem appropriate, including receipt of any dues, assessments, or other charges imposed by the CCAS Board, including, but not limited to, those previously accrued.
Section 9.6 CCAS Officers and Directors. CCAS shall elect, from among its membership, officers and directors of CCAS. The officers of CCAS shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as may, from time to time, be deemed appropriate by the CCAS Board. The CCAS Board shall be composed of the CCAS President, the CCAS Vice-President, the CCAS Secretary, the CCAS Treasurer, a member of the Executive Committee of SPA designated by such Executive Committee to serve as its representative on the CCAS Board, and seven (7) directors-at-large elected from CCAS membership. With respect to its officers and directors, CCAS shall, insofar as reasonably possible, function in accordance with the provisions of Sections 6.4 through 6.16 and Sections 7.2 through 7.9 of these Bylaws; provided, however, that the officers and directors of CCAS shall take office at the spring meeting of CCAS held in conjunction with the spring meeting of SPA and all terms of office shall run accordingly, and further provided that the CCAS Nominating Committee be appointed at least 180 days prior to the spring meeting date at which officers and directors are to take office. The person serving as CCAS President shall, during his/her term as such, serve on the Board of Directors of SPA. The CCAS President shall report to the Board of Directors of SPA and shall provide SPA President and Board of Directors with such updates regarding CCAS affairs as may be requested from time to time.
Section 9.7 Committees of CCAS.
Section 9.7.1. Standing Committees of CCAS. The following committees are designated as Standing Committees of CCAS and which report to the CCAS Board:
(a) CCAS Executive Committee. The CCAS Executive Committee shall consist of the CCAS President, the CCAS Vice-President, the CCAS Secretary, the CCAS Treasurer, and SPA Executive Committee representative on the CCAS Board. The CCAS Executive Committee may act in the event of an emergency and, otherwise, when time does not permit a meeting of the CCAS Board to be held in advance of the requisite action. The CCAS Executive Committee shall also be responsible for overseeing other CCAS standing committees and reporting to the CCAS President and the CCAS Board.
(b) CCAS Education Committee. The CCAS Education Committee shall be responsible for the planning of the CCAS curriculum and program at the biannual meeting of SPA and other conferences or symposia planned by the CCAS and approved by SPA Board of Directors. SPA shall be responsible for obtaining Continuing Medical Education (CME) accreditation for programs and educational offerings from CCAS. The Education Committee shall consist of the CCAS President and four other members; the CCAS President need not be chair of the committee.
(c) CCAS Nominating Committee. Not later than 180 days before the date of each spring meeting of the members of SPA at which any directors-at-large or officers of CCAS are to be elected, the CCAS Board shall appoint a five member nominating committee which shall be responsible to identify a slate of recommended candidates for election as officers and directors of CCAS.
(d) CCAS Database Committee. A five member committee will be appointed by the CCAS Board to oversee the formation and maintenance of the CCAS database.
Unless otherwise specified, there shall be no limit upon the number of terms which a person may serve upon any standing committee of CCAS.
Section 9.7.2. Ad Hoc CCAS Committees. The CCAS Board, by resolution adopted by a majority of its members, may designate and appoint one or more additional committees to carry out such duties or activities, as it may deem necessary. Committee actions will be reported to the CCAS Board and shall be subject to the approval of the CCAS Board before implementation. A chair of each committee will be designated by the CCAS President, and at least one member of each committee shall be a member of the CCAS Board. The term of any such committee or chair shall not extend beyond the term of the CCAS President.
Section 9.7.3. Miscellaneous Provisions Regarding CCAS Committees. Elections, notices of meeting, quorum requirements, filling of vacancies and other matters, actions and limitations of committees of CCAS, not specifically defined in this Section 9.7 shall be conducted as provided in Article VIII, as if such committees were a committee appointed directly by the Board of Directors of SPA.
Section 9.8 Meetings of CCAS Members. Meetings of the membership of CCAS shall be held in conjunction with each meeting of the membership of SPA and at such other times and places as determined by the CCAS Board.
Section 9.9 Incorporation of Various Articles by Reference. For the purposes of the operation, administration, and management of CCAS, the provisions of Articles XII, XIII, XIV, XV, XVI, XVIII, XIX, XX, and XXI are incorporated in this Article IX and shall apply to CCAS, provided that in interpreting the provisions of such Articles whenever reference is made therein to SPA such reference shall be deemed to refer to CCAS.