of the Louisiana Chapter of the
American College of Surgeons (Revised 1997)
Section 1. Active Members
Fellows of the American College of Surgeons in the State of Louisiana
who desire membership in the Chapter and who comply with these by-laws
and pay dues, are eligible to become active members of the Chapter.
Section 2. Inactive Members
The Council may grant inactive membership status to those members who
are either disabled or retired from the active practice of surgery and
who have been active dues paying members of the Chapter for at least ten
(10) years. All such requests for inactive membership shall be submitted
in writing and considered individually by the Council. Inactive members
shall be exempt from payment of dues and assessments.
Section 1. Annual Meetings
There shall be at least one annual membership meeting held in each calendar
year at such time and place as may be otherwise designated by the Council.
Section 2. Special Meetings
Special meetings of the membership shall be held at the call of the President
or at the written request of aa majority of the Council. Upon receipt
of such request, the President shall forthwith five notice and call such
special membership meeting within six (6) weeks after receipt of the request.
Section 3. Notice of Meetings
All members of the corporation shall be notified in writing at least ten
(10) days in advance of the Annual meeting and of any special meeting.
It shall not be required that the notice state the object of the meeting
unless a change of by-laws or Article of Incorporation or dissolution
of the corporation is to be considered, in which case, the notice shall
Section 4. Quorum
The voting members present at any meeting of the corporation shall constitute
Officers and Councillors
Section 1. Officers
The officers of the corporation shall consist of a President, President-Elect,
a Vice-President, a Secretary, a Treasurer and Councillors.
The Council shall consist of the officers of the corporation, the governors
of the College residing in Louisiana and three councillors elected by
the membership of the corporation.
Section 3. Terms of Office
The President, President-Elect, and Vice President shall be elected at
the annual meeting of the corporation. They shall serve until the next
annual meeting of the corporation or until their respective successors
have been elected, and have qualified. The Secretary and Treasurer shall
be elected at an annual meeting of the corporation and shall serve for
three (3) years or until their successors are elected and qualified. The
terms of office for the Secretary and the Treasurer shall be overlapping,
rather than concurrent.
At the first annual meeting of the corporation, one councillor shall be
elected to serve for a term of three years, another for a term of two
years and a third for a term of one year. Thereafter, at each annual meeting
of the corporation, one councillor shall be elected to serve a period
of three years.
All elections shall be by ballot and all persons elected shall be elected
by a majority vote of all members present.
Vacancies occurring in the offices of the corporation shall be filled
by appointment by the President, and said appointment shall continue until
the next annual meeting, However, the office of President-Elect can be
filled only by election by the membership. In the event of a vacancy in
the office of President-Elect, for any reason whatsoever, the President
and the council shall call a special election to fill the unexpired term
of this office. The President-Elect shall hold his office until the expiration
of the term of office of the President, at which time he shall be installed
as President to serve until the installation of his successor at the following
annual installation meeting.
Section 4. Committees
The President may designate such committees as, from time to time, shall
be in his judgement advisable and shall name the chairman and members
of such committees, the duties and purposes of such committees to be stated
by the President at the time of their appointment.
Duties of Offices and Council
Section 1. Council
The Council shall have general supervision, management and control of
the affairs and activities of the corporation and shall meet as often
as the interest of the corporation require. A majority of the Council
shall constitute a quorum. The President or any majority of the Council
may call a meeting of the Council, notice of which, outlining the essential
business, shall be given to each member of the Council three days prior
to such meeting.
Section 2. President
The President shall be the principal executive officer of the corporation
and shall preside at the meetings of the corporation and shall be an ex-officio
member of all committees. He shall perform such other duties as custom
and parliamentary usage may require.
Vacancies occurring in the offices of the corporation, except that of
the President-Elect, shall be filled by appointment by the President,
and said appointment shall continue until the next annual meeting. A vacancy
in the office of President-Elect shall be filled in accordance with Article
III, Section 3, paragraph four of these by-laws.
Section 3. President-Elect
The President-Elect shall serve as a member of the Council. In the event
of a vacancy in the office of President-Elect, for any reason whatsoever,
the vacancy shall be filled at a special election, called by the President
and Council, in the manner prescribed in Article III, Section 3, paragraph
four of these by-laws.
Section 4. Vice-President
The Vice-President shall perform the duties of the President in the President's
absence and shall assume the office of President if the President is unable
to serve his term of office. He shall perform such other duties as may
be assigned to him by the President.
Section 5. Secretary
The Secretary shall keep a record of the proceedings of all meetings of
the corporation and of Council. He shall maintain a current membership
roster and notify new Fellows of their eligibility for membership. He
shall notify the members of the corporation as to the time and place of
the annual meeting and shall prepare and distribute additional notices
and communications to members as may be requested by the Council. He shall
submit an annual report to the Department of Organization of the American
College of Surgeons concerning the activities of the corporation.
Section 6. Treasurer
The Treasurer shall send dues notices to all active members of the corporation
and shall collect the annual dues as fixed by these by-laws. He shall
be responsible for the safekeeping and disbursement of all funds of the
corporation. He shall be responsible for preparation of necessary financial
reports for review by state and federal revenue agencies, including tax
returns. He shall give written notice to those members delinquent in the
payment of their dues and shall prepare and present to the Council such
reports, records and data, as may be required by the President or the
Council. He shall present a detailed statement showing the financial affairs
of the corporation at each annual meeting.
Admission Fees and Dues
Section 1. Admission Fee
There shall be no admission fee.
Section 2. Annual Dues
Annual Dues shall be $100.00 for Active Fellows and $35.00 for Associate
Indemnification of Officers and Members of the Council
An officer or member of the Council, and his legal representative, shall
be indemnified by this corporation against liabilities, expenses and costs
reasonably incurred by him or his estate in connection with, or arising
out of, any action, suit, proceeding, or claim in which he is made a part
by reason of his being, or having been such officer or member of the Council
with respect to any matters as to which he shall be finally adjudged in
any such action, suit, or proceedings to have been liable in the performance
of or failure to perform his duties. The indemnification herein provided
for, however, shall apply also in respect to any amount paid in compromise
of such action, suit, proceeding, or claim asserted against such officer,
or member of the Council, including expenses and costs reasonably incurred
in connection therewith, providing the Council shall have first approved
such a proposed compromise and settlement, but in taking such action any
member of the Council involved shall not be qualified to vote thereon,
and if for this reason, a quorum of the Council cannot be obtained to
vote on such matter, it shall be determined by a Committee of three members
appointed by the President. In determining these matters, the Council
or Committee appointment by the President, as the case may be, may rely
upon an opinion of independent legal counsel selected by such Council
or Committee. The right to indemnification herein provided shall be in
addition to any other rights to which such officer or member of the Council
may be lawfully entitled. Indemnification hereunder shall be provided
only in the event that the person to be indemnified, in the opinion of
the Council, acted in good faith and in a manner her reasonably believed
to be in, and not opposed to the best interest of the corporation. This
section shall only apply if the officer or member of the Council is not
covered by insurance or for any amount due in excess of insurance.
These by-laws may be amended by the affirmative vote of a majority of
the Council present at any regular or special meeting of the Council,
provided a full statement of such amendments shall have been distributed
to the membership of the corporation at least thirty (30) days in advance
of the meeting.
The Regents of the American College of Surgeons shall have the right to
disapprove any amendment of the by-laws, which disapproval shall render
such amendment null and void.