Constitution of the Neurosurgical Society of America
Article I: Name and Organization
The Name of the Society shall be "The Neurosurgical Society of America."
The Society is a non-profit public benefit society and is not organized for the private gain of any person. It is organized for public educational and charitable purposes, operating exclusively within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Not withstanding any other provision in these articles, the Society shall not carry on any other activities not permitted to be carried on (a) by a society exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code or by (b) by a Society whose contributions are deductible under Section 170(c)(2) of the Internal Revenue Code.
No substantial part of the activities of this Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Society shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
The property of this Society is irrevocably dedicated to educational and charitable purposes and no part of the net income or assets of this Society shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private person. Upon dissolution or winding up of the Society, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Society shall be distributed to a non-profit fund, foundation or society which is organized and operated exclusively for educational and charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
Article II: Objectives
The objectives of the Society shall be to enhance the advancement of the specialty of neurological surgery in America:
- by furnishing a forum for intimate exchange of ideas and information among a group of representative neurosurgeons;
- by fostering personal acquaintanceship among its members to make free and confident exchange of information possible;
- by bringing young neurosurgeons of promise into a group where they can develop full expression of ideas before a cross section of American neurosurgery;
- by sponsoring international meetings on a personal plane of critical but sympathetic discussion of progress in neurological surgery on this continent and abroad through further dissemination of new information in the field of neurological surgery;
- by maintaining in its membership roll a balance between academic and practicing neurosurgeons to promote harmonious balance between teaching of neurosurgery and its practice in American communities.
Article III: Membership
Section 1: Classes of Membership
- Active membership shall be formed from among neurosurgeons who are certified by the American Board of Neurological Surgery or, in the case of residents of foreign countries, its equivalent in the opinion of the Society. The privilege of voting shall be reserved to the active membership and senior members. The privilege of holding executive office shall be reserved to the active membership. Forty-five years of age shall be the upper age limit for applicants. The applicant's name must be formally submitted to the Membership Committee before the date of his forty-sixth birthday to be considered.
- Senior Membership may be elected after 15 years of active membership, upon request of the member, and shall be automatic at the age of 65. Senior members may serve on committees, may have the privilege of voting, but are not eligible to hold executive office.
- Associate membership may be accorded those who are not neurosurgeons, but in a closely related field and whose contributions and attendance will be to the benefit of the Society. Members in this class shall be limited to twelve individuals who are credentialed in their respective specialties.
- Honorary membership may be accorded certain individuals without reference to qualifications or age whom the Society wishes to honor.
Election to membership shall be by approval of the Membership Committee and Executive Committee followed by secret ballot of the entire active membership, a three-fourths vote being required for election.
Selection of honorary members shall be either upon nomination to the Membership Committee or initiated by that committee. Upon presentation to the membership, election shall require unanimous assent of those present.
Article IV: Officers
The officers of the organization shall be a President, President-Elect, Vice-President, Secretary, Treasurer, and five Councilors. These ten individuals shall constitute the Executive Committee. The President-Elect and Vice-President shall be elected annually. The office of President shall be assumed by the President-Elect one year after his election to this office. Councilors shall be the three immediate Past Presidents and two councilors elected from membership. One councilor shall be nominated annually on the basis of his interest and demonstrated service to the Neurosurgical Society of America. He shall take office at the end of the Annual Meeting at which he is elected and serve for two years.
The majority of all votes cast shall be necessary to constitute election of officers.
The terms of office for Secretary and for Treasurer will be three years. These terms of office must be staggered so that they do not expire in the same year.
An archivist shall be appointed for an indefinite period by the President. The archivist may attend the Executive Committee meeting but shall not have a vote.
Article V: Committees
The standing committees of the Society shall consist of Executive, Nominating, Membership, Program, Auditing and Finance, Arrangements, and Site Selection Committees.
- The Executive Committee. It shall be the duty of the Executive Committee to oversee the functioning of the various officers and committees and insure the efficient running of the Society. It shall have the power to drop from the roll any member who has failed to pay their dues for more than two years, or who misses any meeting of the Society without adequate excuse, or fails for any reason to maintain professional standards in their community.
- The Nominating Committee shall consist of five members, one elected each year by a majority vote of the Executive Committee to serve a term of three years. The other two members shall be the two immediate Past Presidents with the Past Past President serving as Chairman. It shall have responsibility of presenting candidates for office each year. However, an opportunity shall be presented for nominations from the floor before balloting is opened.
- The Membership Committee shall consist of four members appointed by the President. It shall be the responsibility of this committee to receive applications and present eligible candidates to the membership by letter one month prior to their being voted upon by the Society. It shall be the major responsibility of the Membership Committee to examine the individuals proposed for membership with a view of their consonance with the ideals and objectives of the organization. The term of office for Chairman of this committee is limited to five years.
- The Program Committee shall consist of five members appointed by the President to prepare for and serve at the time of the ensuing Annual Meeting. The term of office of the Chairman of the committee is limited to five years.
- The Auditing and Finance Committee shall consist of four members whose duty it will be to examine the books of the Treasurer and state their condition at the ensuing meeting as well as to oversee the financial affairs to be sure that the Society is managing its assets and expenses in the best way possible. Committee members shall be appointed by the President but may not include any current member of the Executive Committee or the prior year’s treasurer.
- The Arrangements Committee shall consist of three members, one selected each year by the Executive Committee, producing continuity in physical arrangements and permitting each committee member to be responsible for the arrangements with the hotel and the membership for his meeting.
- The Site Selection Committee shall consist of 3 members appointed by the President. At least one member should be a Past President. It is responsible for identifying future meeting sites and negotiating meeting site contracts. The term of the Chairman is limited to five years.
- The NSA Medal Committee will consist of six members appointed by the President. It shall be the responsibility of this committee to select an individual to be honored by award of the NSA Medal. The term of office of the Chairman of this committee is limited to five years.
- Section 2:
The President shall have power to appoint such special committees as required in the best interests of the Society.
Article VI: Meetings
Meetings shall be held annually.
Special meetings may be called by the President or any three members of Executive Committee.
Article VII: Quorum
The membership present at any Annual Executive session of an Annual Meeting or special meeting shall constitute a quorum for business.
Article VIII: Bylaws
Bylaws may be adopted, amended, or repealed at any regular meeting by a two-thirds vote.
Article IX: Amendments
This constitution shall take effect immediately upon its adoption and shall not be amend except by a written resolution which shall lie over for one year and receive a vote of three-fourths of the members present.
Article I: Duties of Officers
Section 1: President
It shall be the duty of the President to preside at all meetings of the Society, to give the casting vote, and to see that rules are properly enforced in all deliberations of the Society. He shall be ex-officio a member of all committees. He shall assume office at the end of the annual meeting at which he is installed and shall continue in office until the end of the subsequent annual meeting. In the event of a vacancy in any office, it shall be the privilege of the President to appoint an interim officer.
Section 2: President-Elect
The President-Elect shall preside in the absence of the President. The President-Elect shall succeed the President at the next Annual Meeting.
Section 3: Vice-President
In the absence of the President and President-Elect, the Vice-President shall preside and assume the usual duties of the President. In the absence of the President, President-Elect, and Vice-President, the Secretary shall preside pro tem.
Section 4: Secretary
It shall be the duty of the Secretary to keep a true record of the proceedings of the meetings, to preserve all books, papers and articles belonging to the Society, and to keep a register of the members. He shall send notice of all meetings to each member at the appropriate time and notify all members of committees of their appointments. He shall also act as a Secretary of the Executive Committee. At the end of each Annual Meeting the Secretary shall summarize the Society's activities during the year and along with the printed program for the meeting deposit these documents with the archivist.
Section 5: Treasurer
It shall be the duty of the Treasurer to collect all money due from the members, keep a correct record of such funds, and disburse funds for the ordinary expenses of the Society as well as other funds ordered by the Executive Committee.
Article II: Dues
The Executive Committee of the Society shall have the power to determine dues and assessments of all categories of membership on an annual basis.
Article III: Parliamentary Procedure
The deliberations of this Society shall be governed by parliamentary usage as contained in "Robert's Rules of Order", unless otherwise determined by vote.
Article IV: Order Of Business
The order of procedure of the Executive Session of the Society shall be as follows:
- The call to order
- The reading of the minutes
- Reports of officers and committees
- Election of officers
- Installation of new members
- Unfinished business
- New business
- Appointment of standing and special committees by the President.
Article V: Membership
Election of new members shall be at such times as may be designated by the Executive Committee and shall be held at least once annually if there are eligible candidates.
Section 2: Procedure of Application for Membership
A candidate must meet the qualifications for active membership outlined in ARTICLE III, Section IA of the Constitution. Candidates for membership must have attended at least one meeting of the Society before being proposed. Two sponsors are necessary for proposal of membership. Those considered for associate membership shall undergo the regular application process.
A principal sponsor presents the candidate's name, curriculum vitae, and sponsoring letters of recommendation to the Chairman of the Membership Committee for consideration. If the candidate seems eligible, the Chairman of the Membership Committee and at least one of the sponsors, in person, then present the name of the candidate along with his or her curriculum vitae and letters of recommendation to the Executive Committee. If approved, the Secretary then sends the candidate an application form to be completed and returned. Following review by the Executive Committee, balloting may take place.
Section 3: Procedure of Election to Membership
When the candidate has been approved by majority vote of the Executive Committee, his or her name is circularized to membership. One month after the candidates are presented to the Society by letter the Secretary shall mail ballots to all active members in good standing. Favorable vote from three-fourths of the active membership is necessary for election. Any ballot not returned in thirty days is considered a favorable vote.
The ballots shall be opened by a disinterested party and presented to the Secretary for counting. The Secretary shall notify the President, Chairman of the Membership Committee, and the successful candidates six weeks after the ballots are mailed to the membership. Ballots shall be preserved until the next meeting of the Executive Committee for auditing and then destroyed.
The successful candidates shall be installed at the next Annual Business Meeting. At this time, ARTICLE II of the Constitution setting forth the objectives of the Society shall be read.
All rejected applications shall be reviewed by the Executive Committee before notification. This Committee shall have the privilege of requesting convening of the Membership Committee for review of such rejected applications.
Article VI: Attendance of Meetings
Every active member of the Society is expected to attend every Annual Meeting.
The membership of any active member who fails to attend any meeting may be terminated unless he or she submits an excuse acceptable to the Executive Committee within ninety days.
Absence from two meetings during the first five years of active membership or three meetings during any subsequent five-year period, except for reasons acceptable to the Executive Committee shall result in automatic termination of membership.
Individuals whose membership is terminated under the provision of this Bylaw may apply to the Membership Committee for readmission. Such applications shall be considered in the light of other pending applications for membership in the Society. Applicants for readmission shall be exempt from the age requirement.
Before associate members are proposed, they must attend at least one meeting. Associate members shall attend Annual Meetings at least every three years. Absence from three consecutive meetings, except for reasons acceptable to the Executive Committee, shall result in automatic termination of membership.
Article VIII: Committees
The Chairman and members of the Standing and Ad-hoc Committees shall be appointed annually by the President. In no case shall an individual serve as Chairman of a Committee for more than five years.
Addendum - Neurosurgical Society of America
1. Introduction of members and proposal of candidates
Members of the Society invite prospective candidates for membership to one or more of the Annual Meetings where the prospective candidates can and should meet a variety of the members of the Society. At this time the candidate's interest in the Neurosurgical Society of America can be assessed and ideally the candidate can present a paper. The requirements for membership state that candidates for membership must be certified with the American Board of Neurological Surgeons and must be proposed before the date of their 46th birthday. The Bylaws require that all candidates proposed for membership shall have attended at least one meeting of the Society. The Membership Committee generally feels that it is best if the candidate has attended at least two meetings of the Society and presented at least one scientific paper prior to being seriously considered by the Membership Committee.
The sponsor proposes a candidate for membership in the Society by a letter to the Chairman of the Membership Committee. Two sponsors are necessary to propose a candidate for membership (ByLaws, Article V, Section 2). Letters of co-sponsorship from other interested members should also be directed to the Chairman of the Membership Committee. The Membership Committee also requires a curriculum vitae and a photograph of the candidate.
2. Active membership process
The Membership Committee reviews the records of the candidates for membership and at the Fall Interim Meeting, the Committee presents to the Executive Committee the names of candidates for membership who are being considered for formal presentation to the Executive Committee at the following Annual Meeting. The candidates will generally have attended two meetings and presented one or two scientific papers. Discussion of the presented candidates will follow. This is probably the most important step in the membership process and sponsors and co-sponsors should make every attempt to attend the Interim Meeting to speak on behalf of their candidate.
At the Annual Meeting the Membership Committee will formally present to the Executive Committee a list of candidates suggested to receive an application for membership. This list of candidates is generally the same as was presented to the Executive Committee at the preceding Fall Interim Meeting. Once again, open discussion of the candidates is invited and once again it is important for sponsors and co-sponsors to be present to speak on behalf of their candidates. The Executive Committee then decides which candidates are to receive applications for membership. The applications are then sent out by the Secretary following the Annual Meeting.
3. Approval of members for membership
Applications are returned by the candidates during the summer. At the Interim Meeting in the Fall, the Executive Committee reviews the completed applications. If a completed application is approved, the candidate will be included on a ballot to be sent to the membership in the Winter. A favorable vote from three-quarters of the active membership is necessary for election. Candidates who are approved in the balloting are inducted into active membership in the Society at the following Annual Meeting.
Thus, the time from initial proposal by the Membership Committee to the Executive Committee until actual induction into the Society is eighteen months. A candidate may be under consideration for a period exceeding this length of time. It is thus wise to propose candidates at an early age since the entire process may take three or more years. Those interested in sponsoring candidates for membership are well advised to secure a number of co-sponsors for their candidates so that someone is available to speak on the candidate's behalf at Annual and Interim Executive Committee Meetings.
Active promotion of a candidate by his sponsor and co-sponsors is very important. The interested and successful sponsor keeps the Membership Committee advised of his interest in the candidate.