SOCIETY OF GENITOURINARY RECONSTRUCTIVE SURGEONS
The Society of Genitourinary Reconstructive Surgeons (the "Society") is organized
exclusively for charitable, scientific, educational and literary purposes, and it is intended that
the Society qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue
Code of 1954, as amended (the "Code"). Without limiting the generality of the foregoing,
among the principal purposes of the Society shall be to encourage the study of, promote
research in, improve the practice of, elevate the standards of, and otherwise advance
genitourinary reconstructive surgery.
These purposes may be accomplished by:
A. Provision of an interdisciplinary forum which will meet at least yearly for the
exchange of ideas, presentation of papers, and discussion of principles and
techniques of genitourinary reconstructive surgery.
B. Encouragement of contributions pertaining to genitourinary reconstructive
surgery to the medical and scientific literature.
C. Such other mechanisms as the Board of Directors (the "Directors") may from
time to time determine which are within the parameters required by law for the
Society to become and remain qualified as a tax exempt entity under Section
501(c) (3) of the Code, or corresponding provisions of any subsequent federal
law and which is not inconsistent with the Articles of Incorporation, these
Bylaws or applicable law.
Section 1: Membership Generally
The Society shall have members, the classes of which are designated below. The Society
need not issue certificates evidencing such membership. Membership shall not be
Section 2: Classes of Membership
The Society shall have the following classes of membership: Active, Affiliate, Senior,
Honorary, Inactive, and Associate. The rights and qualifications of the members of each class
shall be as set out herein.
Section 3: Election of Members
The initial members shall be selected at the organizational meeting of the Initial Directors by
majority vote. Thereafter, the election or appointment of members of all classes shall take
place upon the recommendation of the Membership Committee at the Annual Meeting of
Active Members each year or at a special meeting called for that purpose. Two-thirds
affirmative vote of the Active Members voting at a meeting at which a quorum is present
shall be required to become a member of any class, except as provided for herein.
Section 4: Active Membership
A. The Active Membership shall be composed of surgeons or others who in the
opinion of the Directors or its designated committee have made significant contributions in
the field of genitourinary reconstructive surgery.
B. Initially, the basic criteria for admission of surgeons to Active Membership shall
(1) Active Membership in a surgical specialty society and certification by an
ABMS approved board or its foreign equivalent. Applicants who have completed 6 months of
a Reconstructive Fellowship sponsored by a current GURS member, may apply for Active
(2) Documentation of the applicants practice and contributions in the field of
genitourinary reconstructive surgery.
(3) Sponsorship by an Active Member, which sponsor will be responsible for
providing evidence of the applicant's qualifications. In addition he must be endorsed by two
other Active Members.
(4) Presentation to the Secretary-Treasurer of any application and membership
fee which may be required by the Society.
C. To qualify for membership, the applicant must be approved by the Membership
Committee which may require a presentation of such information as it deems appropriate,
including but not limited to, a summary record of the applicant's experience in genitourinary
reconstruction with a list of the cases under his care during the immediate two years prior to
his application. Notwithstanding the foregoing, those members selected at the organizational
meeting of Initial Directors need not be approved by the Membership Committee.
D. Only Active Members may vote on matters presented at the Annual Meeting of
Members of the Society.
E. To the extent not inconsistent with these Bylaws, the Directors or its designated
committee may waive, alter, amend, modify or restate these criteria for membership in whole
or part and from time to time, if it determines the same to be in the best interests of the
Section 5: Affiliate Membership
A. Affiliate Membership may be conferred on any individual who in the opinion of
the Directors, or its designated committee, has contributed to the field of genitourinary
reconstructive surgery. All Affiliate Members shall be elected in the same manner as Active
B. The candidate must be sponsored by an Active Member who will be responsible
for providing evidence of his qualifications. In addition, he must be endorsed by two other
C. To qualify for membership, the applicant must be approved by the Membership
Committee, which may require presentation of such information as it deems appropriate.
D. An Affiliate Member may be required to pay dues and may attend membership
meetings but may not vote, hold office or serve on committees of the Society.
Section 6: Senior Membership
A. Active Members in good standing, on attaining the age of sixty-five (65), are
eligible for Senior Membership.
B. An Active Member in good standing who wishes to be transferred to Senior
Membership shall make written application to the Secretary-Treasurer at least sixty (60) days
before the end of the year.
C. Applications for transfer from Active to Senior Membership shall be accepted if
approved by the Directors and shall take effect on the first day of January immediately
D. The Secretary-Treasurer shall present a list of names of Active Members approved
for transfer to Senior status to the membership at each Annual Meeting of the members.
E. Senior Members are exempt from payment of dues and assessments. They may
attend membership meetings, but may not vote, hold office or serve on
committees of the Society.
Section 7: Honorary Membership
A. Honorary Membership may be conferred upon an individual who, in the estimation
of and by majority vote of the Active Members voting at a meeting at which a quorum is
present, is worthy of such membership.
B. Honorary Members are exempt from payment of dues and assessments. They may
attend membership meetings, but may not vote, hold office or serve on committees
of the Society.
Section 8: Inactive Membership
A. Active or Affiliate Members who are incapacitated and to whom the payment of
dues would be a hardship are eligible for application for Inactive Membership.
B. An Active or Affiliate Member in good standing who desires to be transferred to
Inactive Membership shall make written application to the Secretary-Treasurer at least sixty
(60) days before the Annual Meeting of Members.
C. Application for transfer from Active or Affiliate to Inactive Membership shall be
received by the Secretary-Treasurer and recommended by majority vote of the Directors or its
designated committee. Transfer requires a two-thirds majority vote of the Active Members
voting at an Annual Meeting of the Members at which a quorum is present.
D. Inactive Members are exempt from payment of dues and assessments. They may
attend membership meetings, but may not vote, hold office or serve on committees of the
E. An Inactive Member who desires reinstatement of Active or Affiliate Membership
shall make written application to the Secretary-Treasurer at least sixty (60) days before the
Annual Meeting of the Members. Reinstatement requires a two-thirds majority approval of
the Active Members voting at an Annual Meeting at which a quorum is present.
Section 9: Associate Membership
A. Associate membership shall be composed of surgeons who in the opinion of the
Directors or its designated committee are actively involved in the field of genitourinary
reconstructive surgery but have failed to meet all the criteria for admission as surgeons for
admission to active membership as specified in Article 2, Section IV, Active Membership - D,
Section I, 2 and C.
B. This membership class is designated to provide a venue for young surgeons who
are actively involved in genitourinary reconstructive surgery to begin the membership process
during the early years of their careers. The basic criteria for admission are stipulated in
Article 2, Section 4, Active Membership, B, Section 3 and 4.
C. Associate members are expected to meet the criteria for active membership within
3 years of Election to Candidate membership status; if they do not, this membership status is
revoked. If criteria are met, documentation must be forwarded to the Secretary along with
written request considered for change to Active Membership.
D. Associate members will not receive a certificate nor will they vote or be eligible to
hold office in the organization.
E. Associate members are exempt from the payment of dues until they change to
Active Membership at which point they will fall under the same dues structures as Active
F. Associate members may attend all scientific sessions of the society without need
for sponsors but will be required to pay the registration fees for the sessions.
Section 10: Resignations
A. A member may resign at any time by delivering notice to the Secretary-Treasurer
of the Society. A resignation is effective when the notice is delivered unless the notice
specifies a later effective date. Notwithstanding the foregoing and unless the Directors
determine otherwise, the resignation of a member shall not relieve him from responsibility for
paying dues, assessments or other charges which are declared prior to the effective date of the
resignation nor shall he be relieved from the payment of any existing arrearage by virtue of
Section 11: Ethics and Discipline
A. Except as otherwise provided for in these Bylaws, all disciplinary actions of
members shall be by the Directors which may, by majority vote of those disinterested
directors present, censure, reprimand, suspend, or expel a member. Charges of unprofessional
or unethical conduct against any member of the Society may be referred in writing, signed by
three (3) Active Members, to the Directors which must act thereon within one (1) year. In the
discretion of the Directors, action on any such claims may be referred to the Annual Meeting
of Members, with a three-fourths (3/4) affirmative vote of the Active Members voting at an
Annual Meeting at which a quorum is present being required for expulsion of any member
whose case has been referred to membership at large for disposition.
B. A member may be disciplined for the following reasons:
(1) Failure to comply with the requirements contained in the Articles of
Incorporation or Bylaws of this Society.
(2) Failure to pay dues, assessments and fees after due notification by the
(3) Conviction of a felony.
(4) Suspension or revocation of his/her license to practice medicine.
(5) Unauthorized use of the Society' s name, logo, or other symbols on stationery,
publications, symposia advertisements, printed material, or in any other manner.
(6) Immoral, dishonorable or unprofessional conduct considered prejudicial to the
best interest of or inconsistent with the purposes of this Society and its members.
(7) Such other reasons as the Directors may, from time to time, determine.
Section 12: Fees, Dues, and Assessments
A. Dues, assessments, registration fees and other charges for members shall be
determined from time to time by the Directors. Unless the Directors provide otherwise,
Active and Affiliate Members are liable for all dues, assessments and registration fees, and
Inactive, Senior and Honorary Members are liable only for registration fees. Initially, all
applicants for Active or Affiliate Membership are required to contribute non-refundable initial
membership dues of $100.00 each at the time of their application for membership.
Section 13: Nonpayment
A. Allegations of failure to pay authorized dues, assessments, fees or other charges
may be referred in writing to the Secretary-Treasurer and shall be forwarded to the Directors
which must act thereon within one year. The Directors may impose such sanctions (and may
impose a reasonable interest charge and the reasonable costs of collection) as is deemed
MEETINGS OF MEMBERS
Section 1: Place of Meeting. Meetings of the members shall be held at the principal
place of business of the Society, unless some other place, within or without of this
Commonwealth, is stated in the notice of the meeting.
Section 2: Annual Meetings. The Annual Meetings of the Members of the Society
shall be held annually on such date as the Directors determine. The time and place of each
subsequent Annual Meeting shall, to the extent practicable, be announced at each preceding
Section 3: Special Meetings. Special meetings of the members may be called at any
time by the President, the Secretary-Treasurer, the Directors, or by members having one-fifth
(1/5) of the votes entitled to cast at such meeting.
Section 4: Notice of Meetings. Notice of the date, time and place of every meeting
of the members shall be mailed by the Society not less than ten (10) nor more than sixty (60)
days previous thereto to each member of record entitled to vote at the meeting as of the record
date who shall have furnished a written address to the Secretary-Treasurer, except that notice
of a members' meeting to act on an amendment to the Articles of Incorporation, a plan of
merger, a proposed sale of substantially all of the assets of the Society or a dissolution of the
Society shall be given not less than twenty-five (25) nor more than sixty (60) days before the
meeting. Such further notice shall be given as may be required by law, but meetings may be
held without notice if all the members entitled to vote were present in person or by proxy or if
notice is waived by those present, either before or after such meeting. Notice of Annual
Meetings need not state the purposes for which the meeting is called, but notice of a special
meeting shall state such purposes. Notice may, but is not required to, be given to members
not entitled to vote.
Section 5: Quorum. At the initial meeting of members, the presence in person of
fifteen Active Members shall constitute a quorum. Thereafter, any number of members
together holding at least one-third (1/3) of the votes entitled to be cast who shall be present in
person or represented by proxy at any meeting, shall constitute a quorum for the transaction of
business. If less than a quorum shall be present or represented by proxy at the time for which
a meeting shall have been called, the meeting may be adjourned from time to time by a
majority of the voting members present, without notice other than by announcement at the
meeting, until a quorum shall be present in person or by proxy.
Section 6: Voting. Only Active Members are entitled to vote at any meeting of the
members. Each member entitled to vote shall have one vote, in person or by proxy. Matters
relating to voting for the election of the Directors are discussed under Article IV of these
Section 7: Record Date. The Directors shall determine the record date for
identifying the members entitled to vote at and thus entitled to notice of all meetings. A
record date shall not be more than seventy (70) days before the meeting. A record date shall
be effective for any adjournment of the meeting unless the Directors fix a new record date
which it shall do if the adjournment lasts for more than 120 days from the date fixed for the
Section 8: Members' List. The Secretary-Treasurer shall have charge of the record
of members of the Society and shall make the list available for inspection by members at the
Society's registered offices, its principal business office or at an other suitable location during
regular business hours and shall produce the list at the time and place of all meetings. The list
shall include the name and address of all members in alphabetical order, by class.
Section 9: The Program Committee. The Program Committee shall be responsible
for arranging the scientific program for the Annual Meeting, with the program being
structured to stimulate the spirited interchange of ideas among members.
Section 10: Social Features. Social Features of the Annual Meeting shall be
arranged by the Arrangements Committee and approved by the Directors.
Section 11: Order of Business. The order of business at the Annual Meeting shall
A. Reading and approval of the minutes of the previous meeting.
B. Report of the Chairman and President.
C. Report of the Secretary-Treasurer.
D. Reports of other officers.
E. Reports of the following committee:
(1) Executive Committee
(2) Membership Committee
(3) Arrangements Committee
(4) Program Committee
(5) Nominating Committee
(6) Education Committee.
F. Reports of other Special Committees and Ad Hoc Committees.
G. Election of Officers.
H. Election of New Members.
I. Election of Directors.
J. Selection of Members of the Nominating Committee.
K. Unfinished Business.
L. New Business.
M. Scientific Program.
NOTE: Departure from the order of business set out above shall in no way effect the validity
of actions duly taken at that meeting.
Section 12: Meeting Limitations and Procedures. To encourage the spontaneity of
discussion, only the following guests will be admitted to meetings of the members, unless the
Directors from time to time determine otherwise.
A. Co-authors of papers presented at the meeting.
B. Members of the staff of the host institution.
C. Special guests invited by the Program Committee to participate in the meeting.
D. Reconstructive surgeons whose credentials are approved by the President.
E. Other guests of members of the Society not to exceed two (2) per member.
F. All members of all classes, whether or not entitled to vote.
All guests are liable for such registration fees as may be established by the Directors, unless
specifically excused by the Directors. Members desiring to bring guests must apply sixty (60)
days before the meeting and these applications must be approved by the Secretary-Treasurer.
If a guest does not pay the fee, the sponsoring member is liable for the registration fee of his
Section 1: General Powers. The business and affairs of the Society shall be
managed under the direction of the Directors, and, except as otherwise expressly provided by
law or by the Articles of Incorporation or these Bylaws, all of the powers of the Society shall
be exercised by or under the authority of said Directors.
Section 2: Number and Qualification. The Directors shall consist of not less than
three (3) nor more than twenty-five(25) persons. The Directors may change their number
from time to time within this variable range, however, only the voting members may change
the range. Directors need not be members or residents of the State of Virginia.
Section 3: Quorum and Voting. A majority of the directors actually elected and
serving at the time of any given meeting shall constitute a quorum for the transaction of
business without regard to the Class of the directors present. A director who is present at a
meeting of the Directors or of a committee is deemed to have consented to the action taken
unless he objects at the beginning of the meeting or promptly upon his arrival to holding the
meeting or to transacting specified business or unless he votes against or abstains from the
action taken. Each director shall be entitled to one vote on all matters. Unless these bylaws
provide otherwise, if a quorum is present when a vote is taken, the affirmative vote of a
majority of the directors present is the action of the Directors.
A. Election of Directors. Initially, the Directors shall be elected or appointed at the
Organizational Meeting of the Incorporator in accordance with Section 13.1-822 of the Code
of Virginia. The initial Directors shall resign or be removed immediately after the
Organizational Meeting of Directors, and thereafter, the Directors shall be elected or
appointed by the Active Members in the manner described in the Articles of Incorporation
and herein. The Nominating Committee (or if there be none, the Directors) shall nominate a
slate of individuals for director each year to be elected by the Active Members. No individual
may be named or elected as a director without his prior consent. The election of directors by
voting members may be conducted by mail. The President, the Immediate Past President,
President-Elect and Secretary-Treasurer shall be elected or appointed to those offices as
provided in these Bylaws, and each such officer shall be an ex officio director. To the extent
possible, each such ex officio director initially shall be a Class I director as defined below.
Except as provided herein the remaining directors shall be selected by the Active Members by
a majority of the votes cast by the members entitled to vote in the election at a meeting at
which a quorum is present.
B. Beginning as of the first members' meeting at which directors are elected, and
continuing as further directors are elected, the Directors shall be divided into
three Classes designated Classes I, II and III, and each Class, to the extent
possible, shall have an equal number of directors. If the Classes cannot be equal
in number, the Directors or members shall determine which Class shall contain
an unequal number of directors. Each Class I director shall be elected to an
initial term of one year, expiring at the first annual meeting of members after his
election. Each Class II director shall be elected to an initial term of two years,
expiring at the second annual meeting of members after his election. Each Class
III director shall be elected to an initial term of three years, expiring at the third
annual meeting of members after his election. Upon the expiration of the initial
term of office for each Class of director, the directors of each such Class shall
thereafter be elected for a term of three years. Each director shall serve until the
expiration of his term of office and until the election and qualification of his
successor or until his earlier resignation, death or removal from office. if the
number of directors is changed, any increase or decrease shall be proportioned
among the Classes to the extent possible so as to maintain all Classes as equal in
number as possible; provided, however, that no decrease in the number of
directors shall shorten the term of any incumbent director. Each director chosen
to fill a vacancy or a newly created directorship shall hold office for a term that
will coincide with the terms of other directors in his Class.
C. Notwithstanding the foregoing, these Bylaws may be amended by the Directors
or members to provide for the election or appointment of additional individuals to serve as ex
officio directors, with the number, term, manner of election, and voting rights, if any, of such
ex officio directors to be set out in these Bylaws, as so amended.
Section 5: Meetings of Directors. Meetings of the Directors shall be held at places
within or without the State of Virginia and at times fixed by resolution of the Directors, or
upon call of the President or Secretary-Treasurer. The Secretary-Treasurer shall give at least
twenty-four (24) hours notice by telegraph, letter, telephone or in person, of all meetings of
the Directors; provided, that notice need not be given of regular meetings held at times and
places fixed by resolution of the Directors. Meetings may be held at any time without notice
if all of the directors are present, or if those not present waive notice in writing either before
or after the meeting. Neither the business to be transacted nor the purpose of any regular or
special meeting of the Directors need be specified in the notice or waiver of notice of such
meeting, except as required in these Bylaws or by applicable law. A director shall be deemed
to be present at a meeting if he is in audio communication with all other participating
directors during the meeting.
Section 6: Action Without Meeting. Action may be taken by the Directors without
a meeting if it is taken by all directors and is evidenced by written consents stating the action
taken signed by each director either before or after the action taken. The action so taken is
effective when the last director signs the consent unless the consent states a different effective
date in addition to stating the date of each director's execution.
Section 7: Chairman and Vice-Chairman. At least annually, the Directors or
members shall elect a Chairman, who shall preside at all meetings of the Directors, and may
select a Vice-Chairman, who shall preside at meetings of the Directors in the absence of the
Chairman or at his request.
Section 8: Removal and Vacancies. Any director may be removed by majority vote
of the members voting at a meeting at which a quorum is present whether or not for cause.
Removal as a director shall also cause the forfeiture of such director's position as an officer, if
any. Any vacancy caused by the removal of a director or by a resignation or otherwise may
be filled by majority vote of either the members or of the Directors. If the remaining directors
in office constitute less than a quorum of the Directors, they may fill the vacancy by the
affirmative vote of a majority of the directors remaining in office. For the purposes of this
provision, directorships available due to the failure to elect directors equal to the maximum
number authorized shall be considered as vacancies which may be filled by the Directors.
Section 9: Resignations. A director may resign at anytime by delivering written
notice to the Directors or to the Chairman, President or Secretary-Treasurer. The resignation
is effective when delivered unless it specifies a later effective date. If a later effective date is
specified, the members or Directors may fill that pending vacancy before the effective date so
long as it is provided that the successor does not begin to serve until the effective date of his
Section 10: Order of Business. The order of business at the meetings of Directors
shall be, as far as appropriate, as follows:
A. Calling of Roll.
B. Reading and Disposition of any Unapproved Minutes.
C. Reports of Officers and Committees.
D. Approval of Budget and Financial Statements.
E. Nominations for Directors.
F. Nominations for officers.
G. Recommendation for Approval of New Members.
H. Unfinished Business.
I. New Business.
NOTE: Failure to follow the order of business aforesaid shall in no way effect the validity of
actions otherwise duly taken.
Section 1: Committees Generally. Each Committee shall keep written minutes of
its meeting and shall elect a chairman who shall report to the President, Directors and
Section 2: Committees of Directors. The Directors shall have the authority in their
discretion to establish, appoint and empower an Executive Committee and other Committees
which shall have authority to act for the Directors. All Committees of Directors shall be
appointed by majority vote of all of the directors, shall be comprised of at least two directors
and shall be governed by the provisions of Section 13.1-869 of the Code of Virginia, as
Section 3: Executive Committee. The Directors may establish an Executive
Committee which shall consist of between two (2) and nine (9) members, all of whom shall be
directors. The Executive Committee shall administer the business of the Society and exercise
the full authority of the Directors. Notwithstanding the foregoing, neither the Executive
Committee nor any other Committee of the Directors shall:
A. Approve or recommend to members any action required by law to be submitted
B. Fill vacancies on the Directors or any of its committees.
C. Amend the Articles of Incorporation, (iv) adopt, amend or repeal these Bylaws.
D. Approve a plan of merger or (vi) otherwise take any action required to be taken
by the Directors.
Section 4: Operating Committees. The President or Chairman of the Directors
shall appoint such operating committees as they deem desirable to advise the directors,
officers and members of the Society. These operating committees shall not be authorized to
act for the Society, except as approved by the Directors or members, and may be comprised of
persons who are not directors or officers. The standing committees of the Society shall be as
A. Membership Committee. The Membership Committee shall consist of three (3)
Active Members of the Society in good standing. One member of this Committee shall be
appointed annually by the President to serve three (3) years and shall, in his third year, be
Chairman of this Committee. The Membership Committee shall evaluate all applications for
membership which have been filed with Secretary-Treasurer and shall present its
recommendations concerning each candidate to the Directors.
B. Arrangements Committee. The Arrangements Committee shall consist of three
(3) Active Members in good standing. It may consist of a Chairman, an Immediate Past
Chairman, and a ChairmanElect or such members as may be appointed by the President. The
arrangements Committee shall make all necessary arrangements for the Annual Meetings of
the Members and Directors. It will submit a budget and recommend a registration fee to the
Directors to cover the necessary expenses of the meeting. The Arrangements committee shall
render a report, including a financial statement, to the Secretary-Treasurer within ninety (90)
days following the Annual Meeting of the Members.
C. Program Committee. The Program Committee shall be appointed by the
President, and will be responsible for arranging the scientific program for the Annual
D. Nominating Committee. The Nominating Committee shall consist of two (2)
most recent Past-Presidents of whom the senior shall act as Chairman and three (3) Active
Members in good standing nominated and voted upon by majority vote of the Active
Members voting at the Annual Meeting to serve for the ensuing year. The three elected
members shall serve for one (1) term only. For the first two (2) years of the society, the
Nominating Committee's functions will be performed by the Directors. It shall be the duty of
the Nominating Committee to select and present to the Society for vote at the Annual Meeting
a slate of nominees for each Class of director which is up for election at that meeting and slate
of nominees of Active Members of the Society in good standing for the offices President,
President-Elect and Secretary-Treasurer. After the report of the Nominating Committee is
read and before any vote is taken, the presiding officer must call for nominations for
directorships or the offices being voted on from the floor.
E. Education Committee. The Education Committee shall consist of six (6)
members appointed by the President. The members shall be representative of the respective
disciplines of the membership of the Society. The original committee will be appointed as
(1) Two (2) members for a three (3) year term.
(2) Two (2) members for a two (2) year te rm.
(3) Two (2) members for a one (1) year term.
NOTE: Following the first year, all new Committee members will be appointed for a three
(3) year term. The Committee will evaluate, formulate and expedite educational opportunities
for the Society. Further responsibilities may be delegated by the Directors. An annual report
will be presented at the Annual Meeting.
F. Other Operating Committees. The President with approval of the Directors,
shall appoint such other operating committees, special committees or ad hoc committees as he
shall deem desirable to advise the directors, officers and members of the Society.
Section 1: Election. The officers of the Society shall consist of a President, a
Secretary-Treasurer and such other officers as may be elected as provided herein. Also, the
President-Elect and Immediate Past President shall be considered officers. All officers shall
be nominated by the Nominating Committee or the Directors, and shall hold office for a one
year term and until their successors are elected and qualify. The results of election for
officers of the Society shall be determined by votes of the Active Members voting in person
or by proxy. A majority of all votes cast shall be necessary for election to any office.
Notwithstanding the foregoing, the initial President shall serve for two years and the initial
Secretary-Treasurer for three years. Subject to any applicable provision of Virginia law, any
two offices may be combined in the same person as the Directors may determine.
Section 2: Removal, Resignations and Vacancies. Any officer of the Society may
be summarily removed with or without cause, at any time, by a resolution passed by
affirmative vote of a majority of all of the Directors. Resignations are deemed effective when
delivered, unless a later effective date is specified in the resignation. The Directors by
majority vote may fill any vacancy. In the case of a resignation stating a later effective date,
the Directors may fill the pending vacancy with the successor taking office on the effective
Section 3: Duties. The officers of the Society shall have the following duties,
respectively, as well as such powers and duties as from time to time shall be conferred upon
them by the Directors:
A. The President. The President shall be the chief executive officer of the Society
and shall preside at all meetings of the Directors and Executive Committee, unless a separate
Chairman is selected. He shall appoint the membership of the Standing and Ad Hoc operating
committees, as provided herein. He may call meetings of the Directors or Executive
Committee, and he shall be an ex officio director. He shall perform all of the duties incident
to his office and such other duties as may be designated by the Directors.
B. The President-Elect. The President-Elect shall serve for the President during
his absence or incapacity. He shall attend all meetings of the Executive Committee and
Directors and shall be an ex officio director. He shall perform any duties assigned to him by
the President that do not conflict with the Articles of Incorporation and Bylaws.
C. The Immediate Past President. The Immediate Past President shall attend all
meetings of the Executive Committee and Directors. He shall serve as a member of the
Nominating Committee and as an ex officio director. He shall assist the President in an
D. The Secretary-Treasurer.
(1) The Secretary-Treasurer shall perform such duties as are generally assumed
to be characteristic of the office of Secretary. He shall receive and give prompt attention to
all correspondence and keep accurate records of same. He shall record or obtain records of
meetings of the Directors, the Members and all committees so he may have in his possession a
record of all activities. He shall keep an accurate list of members, applications for
membership and of members suspended or expelled. He shall notify members of any
reprimand, suspension, or expulsion ordered. He shall receive all applications for
membership and shall bring them, after being reviewed by the Membership Committee, to the
attention of the Directors and the Members. He shall send notices of meetings of the
Directors and Members to all persons entitled to such notice in the form and within the time
provided for herein, or shall assist the President in sending such notices. He shall notify
newly elected members of their election, and send to each a copy of the Articles of
Incorporation and Bylaws. He shall be an ex officio director and member of all committees,
standing and special. He shall keep the minute book, membership book and the corporate
seal. He shall cause to be printed in booklet form a roster of membership immediately
following the Annual Meeting and shall send one copy to each member and to the officers.
He shall obtain the yearly report of each of the Committees and bring them to the attention of
the President. He shall prepare forms for application for membership and obtain the approval
of the Directors for the form used.
(2) He shall perform all functions customary for the office of Treasurer and
shall be the custodian of the funds, securities and other properties of the Society. He shall
keep or cause to be kept a true and accurate account of all financial transactions in the name
of the Society. He shall keep a journal ledger and alphabetical list showing the dues status of
all members. He shall send to all members annually bills for the succeeding year's dues, upon
which shall be printed those portions or sect-ions of these Bylaws or such resolutions of the
Directors or Members as refer to the payment of dues and arrearages and shall send a notice
of arrears to each Active Member who has not paid his dues. He shall collect all assessments
levied on Members. He shall prepare a list of Active Members in arrears and present this list
to the Directors or Members for action. He shall be entitled to receive reimbursement for
expenses incurred for clerical work, as determined by the Directors. He shall prepare an
annual report for the Directors and the Members, and shall prepare or cause the preparation of
an annual budget for approval at the Annual Meeting of Directors and of financial statements
at other meetings of the Directors.
Section 4: Other Officers. Other officers, including one or more Vice Presidents,
one or more Assistant Secretaries, and one or more Assistant Treasurers, may from time to
time be appointed by the Directors or elected by the members, and such officers shall hold
office for such term as may be designated by the said Director or members.
Section 1: Seal. The seal of the Society shall be circular in shape with the name
of the Society around the circumference thereof, and the word "SEAL" in the center thereof,
an impression of which is affixed to these Bylaws.
Section 2: Examination of Books. The Directors shall, subject to the laws of the
State of Virginia, have power to determine from time to time whether and to what extent and
under what conditions and limitations the accounts and books of the Society, or any of them,
shall be open to the inspection of the members or others.
Section 3: Checks, Notes and Drafts. Checks, notes, drafts, and other orders for
the payment of money shall be signed by such persons as the Directors from time to time may
Section 4: Fiscal Year. The fiscal year of the Society shall end on December 31
of each year.
Section 5: Amendment of Bylaws. Subject to the Articles of Incorporation and
applicable Virginia law, these Bylaws may be amended, altered, or repealed by the Directors
at any meeting by a favorable vote of a majority of all Directors. The Active Members by
majority vote of votes cast at a meeting at which a quorum is present shall have the power to
adopt or amend particular Bylaws that may not be amended or repealed by the Directors, if
the Active Members so state.
Section 6: Voting of Stock Held. Unless otherwise provided by resolution of the
Directors, the President may from time to time appoint an attorney as agent of the Society to
cast in the name of the Society and in accordance with such instructions as the President may
determine, the votes which the society may be entitled to cast as a stockholder or otherwise in
any other corporation.
Section 7: Principal Place of Business. Unless the Directors determine otherwise,
the principal place of business of the Society shall be at the location selected by the President
in the City of Norfolk, Virginia, or in a city or county adjacent thereto.
Section 8: Indemnification. Subject to applicable laws, the Society shall
indemnify and hold harmless any and all persons who may serve or have served at any time as
directors or officers or committee members of this Society, or who at the request of the
Directors may serve or at any time have served as directors or officers or committee members
of another corporation, and their respective heirs, administrators, successors and assigns,
against any and all expenses, (including but not limited to amounts paid upon judgments,
counsel fees and amounts paid in settlement, before or after suit is commenced), actually and
necessarily incurred by such persons in connection with the defense or settlement of any
complaint, action, suit or proceeding in which they, or any of them, are made parties or a
party or which may be asserted against them or any of them by reason of their being or having
been directors or officers or committee member of this Society, or of such other corporation,
except in relation to matters as to which any such present or former director or officer or
committee member or person shall be adjudged in any action, suit or proceeding to be liable
for his own intentional misconduct or omission or gross negligence in the performance of his
duty. Such indemnification shall be in addition to any other rights to which those indemnified
may be entitled under any law, agreement, vote of members or otherwise. Notwithstanding
the foregoing, the Society shall not be required to indemnify hereunder for any portion of
such expenses for which payment is received by or on behalf of the party to be indemnified
pursuant to any policy of insurance. The Society may purchase and maintain at its sole
expense such insurance as its Directors may deem reasonable against all liabilities or losses it
may sustain as consequence of the indemnification provided for herein. The Directors may
agree to indemnify employees and agents of the Society to the same extent provided for
herein. The Directors may, at any time, expand this Section and indemnify such persons to
the full extent provided by the laws of Virginia.
Section 9: Question of Parliamentary Order. All questions of Parliamentary Order
not provided for in these Bylaws shall be determined by the Parliamentary usage contained in
the Sturgis Standard Code of Parliamentary Procedure. The SecretaryTreasurer shall serve as
Parliamentarian for the Society.