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.
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:
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 “Fellows” of 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.
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.
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.
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.
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.
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.
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.
The certificate of incorporation shall not govern the application and administration of the Constitution or the Society’s Bylaws.
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.
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.
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.
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.
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.
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.
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.
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.
The Society of Black Academic Surgeons shall meet annually at such time and place as designated by the Executive Council.
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.
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.
Robert’s Rules of Order shall govern the sessions of the Society.
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.