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Bylaws

Bylaws of the General Thoracic Surgical Club

ARTICLE I. NAME, OBJECTIVES, OFFICES, AND CORPORATE SEAL

Section 1.01. Name.
The name of this organization shall be the General Thoracic Surgical Club.

Section 1.02. Objectives.
The purposes of this organization shall be to:

associate surgeons with a major interest in general thoracic surgery for the purpose of disseminating knowledge and sharing experience,
to improve the basic standards and practice of general thoracic surgery,
and to foster basic and clinical research and the professional development of its members and surgeons entering the field.

Section 1.03. Registered Office.
The registered office of this corporation in Minnesota shall be located at the address specified in the Articles of Incorporation of this corporation, as presently in effect or as hereafter amended, or in a certificate of change of registered office filed with the Secretary of State of Minnesota.

Section 1.04. Other Offices.
This corporation may have such other offices, within or without the State of Minnesota, as the Executive Committee may from time to time determine.

Section 1.05. Corporate Seal.
This corporation shall have a corporate seal, circular in form, with the initials [GTSC] of the corporation inscribed thereon

ARTICLE II. MEMBERS AND MEETINGS OF MEMBERS

Section 2.01. Members.
The members of this club shall be general thoracic surgeons who have been accepted as members by the Executive Committee. Categories of membership shall be Active, Senior, Honorary, and Candidate. The club will have no more than 300 active members or a number determined by the Executive Committee. No more than 50 active members will reside or practice outside of North America.

Candidate membership is designed to encourage younger surgeons and residents to participate in club activities. Candidate members must be enrolled in an accredited training program in general and/or thoracic surgery. Additionally, candidate membership is available to thoracic surgeons who have recently completed an accredited program in thoracic surgery but have not yet met the requirements for Active membership. Candidate members shall be entitled to the duties and privileges of Active members, except that they shall not have the privilege of voting, they shall not be eligible for election to the Executive Committee, and are not eligible to serve as an officer of the club.

Active members reaching the age of 65 and who are retired from the practice of general thoracic surgery are eligible to become senior members. From time to time the Executive Committee shall confer Honorary memberships on individuals who have provided service to the club or the field of general thoracic surgery. The amount of annual dues, if any, payable by the members as condition of initial or continuing membership, shall be as established from time to time by the Executive Committee. Honorary members and other members at the discretion of the Executive Committee will be exempt from dues.

Section 2.02. Membership Requirements.
Surgeons who have obtained specialty certification in thoracic surgery by the American Board of Thoracic Surgery or the Royal College of Surgeons, or other official certifying organization approved by the Executive Committee may apply for membership in the General Thoracic Surgical Club.

Applicants for Active membership must:

have been in practice for a minimum of two years beyond the completion of formal training in thoracic surgery,
devote at least 50% of their practice to general thoracic surgery,
must obtain sponsorship by two Active or Senior members of the club,
have two letters of support from individuals familiar with their practice. If the sponsors are familiar with their practice, they may also write the letters of support, and
submit an application for membership accompanied by a list of all operations performed in the year prior to application and certified by the chief(s) of surgery at their institution(s).

Applicants for Candidate membership must:

submit an application for membership accompanies by a letter of support from the chief(s) of surgery at their institution(s),
have sponsorship by at least one Active or Senior member of the club,
must apply for Active membership upon both obtaining specialty certification in thoracic surgery by the American Board of Thoracic Surgery or the Royal College of Surgeons, or other official certifying organization approved by the Executive Committee, and have been in practice for a minimum of two years beyond the completion of formal training in thoracic surgery, devoting at least 50% of their practice to general thoracic surgery

AND
may not exceed a period of time greater than six years beyond the completion of an accredited training program in thoracic surgery.

Section 2.03. Place of Meetings.
Meetings of the members may be held at any place, within or without the State of Minnesota, as designated by the Executive Committee, and, in the absence of a designation, shall be held at the registered office of the corporation in the State of Minnesota.

Section 2.04. Annual Meetings.

The Executive Committee shall have the authority to determine the date and location of the next annual meeting of members.
At each annual meeting, the members shall elect successors to the members of the Executive Committee whose terms then expire and transact other business to come before them.

Section 2.05. Special Meetings.
Special meetings of members may be held at any time and for any purpose, and may be called by the Chair, any two members of the Executive Committee, or by ten percent (10%) or more of the members.

Section 2.06. Quorum; Manner of Acting; Adjourned Meetings.
Except as otherwise provided by statute or by these ByLaws, a simple majority of members present shall constitute a quorum for the transaction of business at any annual meeting of the members. The act of the majority of the members present at the meeting shall be the act of the members. A meeting may be adjourned from time to time without notice, other than an announcement at the meeting. At adjourned meetings, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 2.07. Voting.
At each meeting of the members, every Active and Senior member shall be entitled to one vote. Upon demand of any member, the vote upon any question coming before the meeting shall be by ballot. Cumulative voting and voting by proxy shall not be allowed. When authorized by the Executive Committee, members may vote by mail (electronic or paper) in accordance with rules established by the Executive Committee.

Section 2.08. Notice of Meetings.
Notice of each meeting shall state the time, place, and purpose of the meeting, and shall be delivered in person or be mailed (paper or electronic) to each member at his or her address shown on the records of this corporation. Notice shall be delivered or mailed not fewer than thirty (30) days before the meeting excluding the day of the meeting.

Section 2.09. Authorization Without a Meeting.
Any action which might be taken at a meeting of members may be taken without a meeting if authorized by writing or writings signed by a simple majority of the members who responded to the action. The action shall be effective on the date on which the signature reaching the majority is placed, or on any earlier effective date set forth therein.

ARTICLE III. EXECUTIVE COMMITTEE

Section 3.01. General Powers.
The Executive Committee shall manage the property, affairs, and business of this corporation.

Section 3.02. Number, Qualifications, and Term of Office.
The Executive Committee of this corporation shall have ten members including a Chair and Vice-Chair. From time to time the number of members may be increased or may be decreased to not fewer than six (6) by the affirmative vote of a majority of the Executive Committee. All members of the Executive Committee shall be members of the corporation. Officers will serve indefinite terms of office until his or her death, resignation, or removal as hereafter provided. Dr. Peter C. Pairolero and Victor F. Trastek shall serve as voting ex-officio members of the Executive Committee until their deaths, resignation, or removal as hereafter provided. All other members of the Executive Committee will serve for a term of four (4) years, or until his or her death, resignation, or removal as hereafter provided. At each annual meeting of the members, the Active and Senior members shall elect successor members of the Executive Committee as of the adjournment of the meeting. The Executive Committee shall submit a list of nominations for the positions on the committee to be filled at the annual meeting of the members. Additional nominations may be made from the floor.

Section 3.03. Organization.
At each meeting of the Executive Committee, the Chair of this corporation, or, in his or her absence, the Vice-Chair of this corporation shall preside. The Secretary of this corporation or, in his or her absence, any person whom the Chair shall appoint, shall act as secretary of the meeting.

Section 3.04. Resignation.
Any member of the Executive Committee may resign at any time by giving written notice to the Chair or to the Secretary of this corporation. A resignation shall take effect at the time specified therein. Unless otherwise specified in written notice, acceptance of a resignation is not necessary to make it effective.

Section 3.05. Vacancies.
Any vacancy in the Executive Committee caused by death, resignation, removal, an increase in the number of committee members, or any other cause, shall be filled by a vote of the remaining members of the Executive Committee (though less than a quorum). Each member so chosen shall hold office until the next annual election and until his or her successor is elected, unless sooner displaced.

Section 3.06. Place of Meetings.
The Executive Committee may hold its meetings at any place or places, within or without the State of Minnesota, as the Executive Committee may from time to time determine. With the exception of the annual meeting, meetings may be held by teleconferencing.

Section 3.07. Annual Meeting.
The annual meeting of the Executive Committee shall be held each year for the purpose of electing the officers of this corporation and for the transaction of other business to come before the meeting. Notice of the meeting shall be given as provided in Section 2.08

Section 3.08. Special Meetings; Notice.
Special meetings of the Executive Committee shall be held whenever called by the Chair, or by any two (2) of the Executive Committee members. Notice of each special meeting shall be telephoned, personally delivered, or mailed (either paper or electronically) to each member addressed to him or her at his or her residence or usual place of business, at least five (5) days before the day of which the meeting is to be held, excluding the day of the meeting. Each notice shall state the time and place of the meeting, but need not state its purposes except as otherwise herein expressly provided. Notice of any meeting of the Executive Committee need not be given to any member who is present at the meeting. Any meeting of the committee shall be a legal meeting without any notice thereof having been given, if all of the members of the Executive Committee of this corporation then in office are present at the meeting.

Section 3.09. Quorum and Manner of Acting.
Except as otherwise provided by statute or by these Bylaws, forty percent (40%) of the total number of Executive Committee members, but not fewer than two (2), shall be required to constitute a quorum for the transaction of business at any meeting with the exception of removal of the of the Chair or Vice-Chair which requires a majority of the total Executive Committee. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Executive Committee except as previously outlined. In the absence of a quorum, a majority of the members present may adjourn any meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given.

Section 3.10. Removal of Executive Committee Members.
Any member of the Executive Committee may be removed, either with or without cause, at any time, by a vote of a majority of the total number of members, at a special meeting of the members called for the purpose. The vacancy in the Executive Committee caused by the removal shall be filled in the manner specified in Section 3.05 hereof.

Section 3.11. Proxies.
Proxies shall not be allowed or used

ARTICLE IV. OFFICERS

Section 4.01. Number.
The officers of this corporation shall be a Chair, a Vice-Chair, a Secretary, a Treasurer, or Secretary-Treasurer and such other officers as may be appointed or elected by the Executive Committee. Both the Chair and Vice-Chair must be Executive Committee members. Any two (2) or more offices, except those of Chair and Vice-Chair, may be held by the same person.

Section 4.02. Election, Term of Office, and Qualifications.
The Officers shall be elected by, and from among the members of the Executive Committee. As stated in Section 3.02, the Officers shall serve indefinite terms of office until his or her death, resignation, or removal as hereafter provided. Except in the case of officers appointed in accordance with the provisions of Section 4.10, each shall hold office until his or her successor is elected, or until his or her death, disqualification, resignation, or removal as hereinafter provided.

Section 4.03. Resignations.
Any officer may resign at any time by giving written notice to the Executive Committee, to the Chair, or to the Secretary of this corporation. A resignation shall take effect at the time specified therein; and, unless otherwise specified in the written notice, the acceptance of a resignation is not necessary to make it effective.

Section 4.04 Removal.
Any officer may be removed, either with or without cause, by a majority vote of the Executive Committee, at a meeting of the Executive Committee called for that purpose and a successor may be elected at the same meeting.

Section 4.05. Vacancies.
A vacancy in any office because of death, disqualification, resignation, removal, or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for the election to the office.

Section 4.06. Chair.
The Chair shall be the chief executive officer of this corporation and shall have general active management of the business of this corporation. He or she shall, when present, preside at all meetings of the members and all meetings of the Executive Committee. He or she shall see that all orders and resolutions of the Executive Committee are carried into effect. The Chair may execute and deliver in the name of the corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of this corporation. These include without limitation, any instruments necessary or appropriate to enable this corporation to donate income or principal of the corporation to or for the account of such organizations, causes, and projects described in the Articles of Incorporation of the corporation and as this corporation was organized to support, and, in general, shall perform all duties usually incident to the office of Chair. He or she shall have such duties as may from time to time be prescribed by the Executive Committee.

Section 4.07. Vice-Chair.
The Vice-Chair shall be elected by the Executive Committee, shall have such powers and shall perform such duties as may be specified in the Bylaws or prescribed by the Executive Committee or by the Chair. In the event of absence or disability or the Chair, the Vice-Chair shall succeed to his or her powers and duties in the order designated by the Executive Committee.

Section 4.08. Secretary.
The Secretary shall be the Secretary of, and when present, shall record, or cause to be recorded, proceedings of all meetings of the members, the Executive Committee, and all committees. He or she shall when directed to do so, give, or cause to be given, proper notice of meetings of the members, the Executive Committee, and all committees. He or she shall perform such other duties as may from time to time be prescribed by the Executive Committee or by the Chair and, in general, shall perform all duties usually incident to the office of Secretary.

Section 4.09. Treasurer.
The Treasurer shall keep accurate accounts of all moneys of this corporation received or disbursed; shall deposit all moneys, drafts, and checks in the name of, and to the credit of, this corporation in such banks and depositories as a majority of the Executive Committee shall from time to time designate. He or she shall have power to endorse for deposit all notes, checks and drafts received by this corporation. The Treasurer shall disburse the funds of this corporation as ordered by the Executive Committee, making proper vouchers thereof. He or she shall render to the Chair and the members of the Executive Committee, whenever required, an account of all his or her transactions as Treasurer and of the financial condition of this corporation and shall perform such other duties as may from time to time be prescribed by the Executive Committee or by the Chair; and, in general, shall perform all duties usually incident to the office of Treasurer.

Section 4.10. Other Officers; Agents and Employees.
This corporation may have such other officers and such agents and employees as may be deemed necessary and be appointed by the Executive Committee. Such officers, agents, and employees shall be appointed in the manner, have duties, and hold their offices for the terms specified in the resolution of the Executive Committee appointing them.

Section 4.11. Compensation.
The officers, agents, and employees of this corporation may be paid reasonable compensation for their services rendered to this corporation and be reimbursed for reasonable expenses necessarily incurred by them in rendering those services as the Executive Committee may from time to time determine to be directly in furtherance of the purpose of, and in the best interests of, this corporation.

Section 4.12. Bond.
The Executive Committee of this corporation shall from time to time determine which, if any, officers, agents, or employees of this corporation shall be bonded and the amount of each bond.

ARTICLE V. COMMITTEES

Section 5.01. Committees.
The Executive Committee may act by and through such other committees as may be specified in resolutions adopted by a majority of the whole number of members of the Executive Committee. Each committee shall have the membership, duties, and responsibilities established for it from time to time by the Executive Committee.

Section 5.02. Miscellaneous.
The Chair shall from time to time appoint the chair of each committee. Each committee of this corporation may establish the time for its regular meetings and may change that time as it from time to time deems advisable. Special meetings of any committee of this corporation may be called by the chair of that committee or by the Chair. Seven (7) days’ notice by mail, or two (2) days’ notice by telephone or in person shall be given of any special meeting of a committee. At all meetings of a committee of this corporation, each committee member shall be entitled to cast one vote on any question coming before the meeting. A majority of the membership of any committee of this corporation shall constitute a quorum at any meeting. However, a majority vote of the members of the committee present at the meeting, although less than a quorum is present, shall be sufficient for the transaction of the business of the committee.

ARTICLE VI. BOOKS OF RECORD, AUDIT, AND FISCAL YEAR

Section 6.01. Books and Records.
The Executive Committee of this corporation shall cause to be kept:

records of all proceedings of members, executive committee members, and committees; and
other records and books of account necessary and appropriate to the conduct of the corporate business.

Section 6.02. Documents Kept at Registered Office.
The Executive Committee shall cause to be kept at the registered office of this corporation original copies of:

records of all proceedings of members, executive committee members, and committees;
all financial statements of this corporation; and
Articles of Incorporation and Bylaws of this corporation and all amendments and restatements thereof.

Section 6.03. Audit.
The Executive Committee may cause the records and books of account of this corporation to be audited once in each fiscal year and at such other times as it may deem necessary or appropriate, and may retain such person of firm for such purposes as it may deem appropriate.

Section 6.04. Fiscal year.
The fiscal year of the corporation shall end on April 30 in each year.

ARTICLE VII. WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given by these Bylaws or any of the laws of the State of Minnesota, the notice may be waived in writing, signed by the person or persons entitled to notice, whether before, at, or after the time stated therein, or before, at, or after the meeting.

ARTICLE VIII. AUTHORIZATION WITHOUT A MEETING

Any action that may be taken at a meeting of the Executive Committee may be taken without a meeting when authorized in writing by all members of the Executive Committee.

ARTICLE IX. MEETINGS BY TELEPHONE CONFERENCE

A conference among members of the Executive Committee, or among members of any committee, by any means of communication through which the participants may simultaneously hear each other during the conference, constitutes a meeting, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at the meeting. Participation in a meeting by that means constitutes personal presence at the meeting. A member of the Executive Committee may participate in a meeting of the Executive Committee, or any committee designated by the Executive Committee, not described in the first sentence of this paragraph by any means of communication through which the member of the Executive Committee, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes personal presence at the meeting.

ARTICLE X. IDENTIFICATION

This corporation shall, in the exercise of the power granted to Minnesota nonprofit corporations generally by Section 317.16, Subd. 2(14), of the Minnesota Statutes, as presently enacted and as hereafter amended, indemnify its officers, members of the Executive Committee, and employees against certain expenses and liabilities, in the manner and to the extent provided in Section 300.083 of the Minnesota Statutes, as presently enacted or as hereafter amended.

ARTICLE XI. AMENDMENTS

The Executive Committee may amend this corporation’s Articles of Incorporation, as from time to time amended or restated, and these Bylaws, as from time to time amended or restated, to include or omit any provision which could lawfully be included or omitted at the time such amendment or restatement is adopted. Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or Bylaws, may be submitted and voted upon at a single meeting of the Executive Committee and be adopted at such meeting, a quorum being present, upon receiving the affirmative vote of not fewer than two-thirds (2/3) of the members of the Executive Committee present and voting, or may be adopted by a written action, in accordance with Article VIII hereof.