Constitution of the Society of Black Academic Surgeons

ARTICLE I: Designation

The name of the organization shall be the Society of Black Academic Surgeons (SBAS). It shall be incorporated as a non-profit organization and have no capital stock or shareholders. The address of the Society will be the address of the central office.

ARTICLE II: Objective

The paramount objectives of the Society of Black Academic Surgeons shall be supportive of and consistent with the enhancement of the academic surgical community both nationally and internationally. The specific objectives are as follows:

  1. Identify and promote professional and intellectual exchange among surgeons and scientists involved in their related fields.
  2. Promote the participation of minority surgeons and scientists in the activities of all academic surgical organizations.
  3. Stimulate and assist government, private industry, and voluntary organizations to develop and promote programs to increase the participation of minority surgeons in the academic community.
  4. Encourage and assist minority surgeons to conduct original research in both the basic and clinical sciences.
  5. Support and strengthen the surgical section programs of the National Medical Association.

ARTICLE III: Members

A member of The Society of Black Academic Surgeons may be an academic surgeon of any surgical subspecialty recognized by the American Board of Medical Specialties (ABMS), a surgical fellow or resident-in-training of any surgical subspecialty as defined by the Accreditation Council on Graduate Medical Education (ACGME), a medical student, as defined by the Association of American Medical Colleges (AAMC) or the American Association of Colleges of Osteopathic Medicine (AACOM), or a MD, DO,  or PhD researcher. Eligibility for membership in these categories and membership certification may be further stipulated in the Bylaws of the Society. Academic surgeons certified by the American Board of Medical Specialties or its sub-boards and holding faculty appointment in a university, university affiliate, free standing department of surgery, an institution within a hospital, or an institute of the National Institutes of Health, shall be designated Fellowsof the Society. All other members shall be designated as “Associate Members.” All members will be elected to fellowship or membership, and have continued fellowship or membership, according to the Constitution and Bylaws. Termination of a member by death, resignation, failure to pay dues, failure to support the Society, or any other manner addressed in the Bylaws will end all rights and privileges in the Society. None of the assets nor privileges shall be transferable to any representative of a member’s estate.

ARTICLE IV: Officers/Council

The Officers of the Society shall be President, President-Elect, Secretary, and Treasurer. The President and President-Elect shall be elected for a one-year term; the President-Elect shall automatically become President. The Secretary and the Treasurer shall be elected for three-year terms. This slate of officers, along with four Fellows (appointed by the President) will be designated as the Executive Council.

ARTICLE V: Organization Structure

  1. The Society’s organizational structure will consist of General Membership, Officers, Executive Council, and the following Standing Committees: Finance, Membership, Advocacy, Education/Research, Annual Program, Audit, Nominating, and Informatics. The span of authority, rights and, privileges shall be based on the Constitution and Bylaws.
  2. The duties, powers, and regulations governing the Society’s organizational structure shall be defined and delineated in the Society’s Bylaws.

ARTICLE VI: Meetings

  1. The Society shall hold an annual scientific and business meeting, the time and place of which will be determined by the Executive Council at least two years in advance of the meeting. Only members of the Society may attend the business meeting.

ARTICLE VII: Rules

The conduct of all Society meetings, including those of the Executive Council, shall be governed by the Bylaws of the Society and Robert’s Rules of Order.

ARTICLE VIII: Governance

Section 1

The Society shall be governed by this Constitution and Bylaws, the latter document to provide specific direction for the organization, administration, and services of the Society.

Section 2

The Society’s Constitution and Bylaws shall be consistent with provisions and content of any organizational charter or certificate of incorporation the Society may propose and/or execute.

ARTICLE IX: Certificate of Incorporation

Section 1

The Society may propose and execute an organizational charter or certificate of incorporation in accordance with all local, state, and federal (U.S.) regulations, codes, and laws.

Section 2

The certificate of incorporation shall not vitiate any provision of this Constitution or the Society’s Bylaws, unless a court of competent jurisdiction expressly rules, orders, or directs otherwise. If any such provision or certificate, in whole or part, is held to be unlawful, only the unlawful provision or certificate will be null and void. The remaining provisions and/or certificate, in whole or part, will continue in effect as valid.

Section 3

The certificate of incorporation shall not govern the application and administration of the Constitution or the Society’s Bylaws.

Section 4

Notwithstanding any other provisions of these articles, the organization is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC 501(c)(3) or corresponding provisions of  any subsequent Federal tax laws.

Section 5

No part of the net earnings of the organization shall inure to the benefit of a member or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member of the organization or any private individual shall be entitled to share in the distribution of any of the organization’s assets on dissolution of the organization.

Section 6

No substantial part of the activities of the organization shall be carrying on propaganda, or otherwise attempting to influence legislation [except as otherwise provided by IRC 501(h)] and does not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

Section 7

In the event of dissolution, all of the remaining assets and property of the organization shall, after payment of necessary expenses, thereof be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code of 1986 and approved by the Executive Committee.

Section 8

In any taxable year in which the corporation is a private foundation as described in IRC 509(a), the organization shall distribute its income for said period at such time and manner as not to subject it to tax under IRC 4942, and the organization shall not [a] engage in any act of self-dealing as defined in IRC 4941(d), retain any excess business holdings as defined in IRC 4943(c), [b] make any investments in such a manner as to subject the organization to tax under IRC 4944, or [c] make any taxable expenditures as defined in IRC 4945(d) or corresponding provisions of any subsequent Federal tax laws.

ARTICLE X: Funds and Expense

Funds for the Society may be raised by approved dues and/or in any manner approved initially by the Executive Committee and the organization. Funds may be appropriated by the Executive Council to defray the expense of the Society to carry out the necessary functions, and for any other purpose approved by the Council, provided that no funds or assets shall be used to inappropriately benefit one member of the unit.

ARTICLE XI: Amendments to Articles of the Constitution

This Society, at any annual business meeting of the Fellows, may amend any Article of this Constitution by a two-thirds majority of the voting Fellows present, provided that a copy of the proposed Amendment has been furnished to each voting Fellow at least thirty days in advance of the meeting.

ARTICLE XII: Effective Date for any Change to the Bylaws of the Constitution

These revised Bylaws shall take effect immediately upon acceptance by a simple majority of the voting Fellows and extend indefinitely, subject to alteration, amendment, or repeal in whole or part, as specifically provided in the Constitution.

BYLAWS: SOCIETY OF BLACK ACADEMIC SURGEONS

Section 1
Annual Meeting

The Society of Black Academic Surgeons shall meet annually at such time and place as designated by the Executive Council.

Section 2
Quorum

The Fellows present shall constitute a quorum for business. All questions before the Society shall be determined by the vote of the majority of Fellows present at any regular business meeting.

Section 3
Fiscal Year

The fiscal year shall begin on the first of July. The annual dues of each member shall be determined by the Executive Council with approval of the membership, payable on the first of September of each year. Each member of the Society who reaches the age of seventy shall automatically have his or her dues waived.

Section 4
Parliamentary Procedure

Robert’s Rules of Order shall govern the sessions of the Society.

Section 5
Membership

  1. Eligibility for Fellowship in the Society of Black Academic Surgeons
    1. An individual who occupies a faculty position in a university department of surgery, institute, or its affiliated hospitals.
    2. An individual who occupies a faculty position in a freestanding surgical residency program.
    3. An investigator (M.D., DO, PhD, or Sc.D., as examples) or teacher (M.D., DO, PhD, or Sc.D., as examples) in an academic department of surgery or an ACGME-approved surgery program.
    4. An individual who meets one of the criteria above in any surgical specialty shall be eligible for membership as a Fellow..
  2. Membership Certification
    Membership in the Society shall include the following categories: Active Fellow, Senior Fellow, Associate Member, Honorary Fellow, and Institutional Member.
    1. Active Fellow: Any person who is a Doctor of Medicine (M.D. or D.O.), Doctor of Philosophy (Ph.D.), or Doctor of Science (Sc.D.) who shares an interest in the purpose of the Society and is approved by the Membership Committee. Only active Fellows have the right to vote and hold office.
    2. Senior Fellow: Any active Fellow upon reaching the age of seventy shall become a Senior Fellow. Senior Fellows are exempt from paying dues, and shall continue to vote, but shall not have the privilege of holding office.
    3. Associate Member: Any medical student in good standing at an LCME approved medical school or an AOA (American Osteopathic Association) approved osteopathic school, or surgical fellow-in-training, or resident in good standing in an ACGME-approved fellowship or residency program who desires to pursue an academic surgical career.
    4. Honorary Fellow: Any person who is a Doctor of Medicine (M.D. or D.O.), or Doctor of Philosophy (Ph.D.), or Doctor of Science (Sc.D.), and has distinguished himself/herself by outstanding achievement and dedication to the objectives of the Society. Honorary Fellows shall pay no dues or initiation fees and may not vote or hold elected office.
    5. Institutional Member: Any ACGME approved academic institution (such as LCME), medical school, or institution sponsoring graduate medical education that wishes to pay institutional dues or otherwise financially support the mission of the Society of Black Academic Surgeons.

Section 6
Responsibilities of the Officers

  1. It shall be the duty of the President to (1) preside at all meetings of the Society, (2) give the deciding vote, (3) ensure that Robert’s Rules of Order and decorum are properly enforced in all deliberations of the Society, and (4) sign the approved proceedings of each meeting.
  2. In the absence of the President, the President-Elect shall preside, and in his absence the Secretary.
  3. It shall be the duty of the Secretary to (1) keep a true and correct record of the proceedings of the Meetings, (2) preserve all books, papers, and articles belonging to the Society, (3) keep an account of the Society with its Fellows, and (4) keep a register of the Fellows with the dates of their admission and places of residence. The Secretary shall report unfinished business at previous meetings requiring action, and attend to such other business as the Society may direct. The Secretary shall assist with the correspondence of the Society. It shall be the duty of the Treasurer to collect the dues of the Society and make disbursements for expenses. The Treasurer shall present an annual report of the financial condition of the Society. The accounts of the Treasurer shall be audited annually by a committee appointed by the President.

Section 7
Vacancies, Resignations and Removal from Membership

  1. Vacancies
    Vacancies occurring in the offices of the Society, other than that of the President, shall be filled by appointment by the President until the next meeting. The President shall appoint members to all Committees.
  2. Resignations
    Any Fellow may resign from the Society by delivering a written resignation to the President or Secretary.
  3. Expulsions
    The removal of a Fellow from the Society shall be based on gross negligence or poor character as determined by the Executive Council and a majority of the full membership.
  4. Suspension
    Any member who is three years in arrears will be suspended for nonpayment of dues. Reinstatement for membership can be accomplished with payment of past dues.

Constitution changes ratified April 11, 2015 by vote of 45:1 of eligible voting Fellows present during Business Meeting of the Society at the Carolina Inn at Chapel Hill, North Carolina. Bylaws changes ratified by vote of 46:0.

Recorded by Frederick D. Cason, MD, Fellow, historian/archivist, and at-large member of the Executive Council.