Bylaws of The Society for Cardiovascular Angiography and Interventions Foundation
As amended and approved by the SCAI Board of Trustees on November 4, 2018.
These Bylaws govern the Society for Cardiovascular Angiography and Interventions Foundation ("the Society"), a (501(c)(3) non-profit organization incorporated in Ohio in 1978.
"SCAI": References in these Bylaws to "SCAI" refer to the Society for Cardiovascular Angiography and Interventions ("SCAI"), an independent 501(c)(6) non-profit organization incorporated in Washington, DC, in 2011.
Preamble
It shall at all times be the aim and purpose of the Society to conduct its business and activities in accord with the purposes set forth in its Articles of Incorporation.
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Article I: Membership
Section 1–Eligibility of Membership
Membership in the Society shall be based upon qualification of leadership, experience, training and ethical standards in the field of cardiac and/or endovascular angiography and/or intervention, as shall be established by the Board of Trustees as recommended by the Credentials Committee, Membership Committee, and/or Executive Committee.
Section 2–Classes of Membership
There shall be eleven (11) classes of membership: Fellow, Senior Fellow, Master Interventionalist, Emeritus Fellow, Member, Scientist Member, Consultant to the Society, Trustee for Life, International Associate Member, Fellow-in-Training (FIT), and Cardiovascular Professional Member. All eleven classes shall hereinafter be collectively referred to as "members".
Section 3–Election to Membership
The Credentials Committee shall review applications for membership and shall submit the names of candidates for membership to the Board of Trustees. Members shall be elected by majority vote of a quorum of Trustees of the Society.
Section 4—Fellow
Fellows of the Society shall be physicians or scientists involved in the area of cardiac and/or endovascular angiography and/or intervention and shall meet such standards and qualifications as may be determined from time to time by the Board of Trustees as recommended by the Membership Committee, the Credentials Committee, and/or the Executive Committee, in addition to those set forth herein. Fellows of the Society shall be eligible to vote at the annual meeting and other meetings of members, to serve and vote on committees, and to serve as Trustees and Officers. Each Fellow of the Society shall be entitled to one (1) vote at the annual meeting, other meetings of members or by secure email when deemed appropriate by Board of Trustees.
Section 5–Senior Fellow
Senior Fellows of the Society shall be physicians or scientists who have attained the status of Fellow (FSCAI) or Master of the Society (MSCAI) but are no longer involved in the area of cardiac and/or endovascular angiography and/or intervention. Senior Fellows shall be eligible to vote and serve on committees, but may not serve as Trustees or Officers. Each Senior Fellow of the Society shall be entitled to one (1) vote at the annual meeting, other meetings of members or by secure email when deemed appropriate by Board of Trustees.
Section 6—MSCAI
Master Interventionalists of the Society (MSCAI) shall be Fellows of the Society who are recognized by peers as having demonstrated excellence in the field over a career, manifested by a commitment to the highest levels of clinical care, innovation, publication, teaching, and service to the Society. Master Interventionalists of the Society shall be eligible to vote, to serve and vote on committees, and to serve as Trustees and Officers. Each Fellow of the Society shall be entitled to one (1) vote at the annual meeting, other meetings of members or by secure email when deemed appropriate by Board of Trustees.
Section 7—Emeritus
The Board of Trustees, on recommendation of the Credentials Committee, may appoint existing Fellows, Senior Fellows or Master Interventionalists to be Emeritus Fellows when they have retired from the active practice of medicine after they have been members for a minimum of ten years. Emeritus Fellows shall be exempt from annual dues or assessments and shall not have a vote but may serve on committees.
Section 8—Member
Members of the Society shall be physicians involved in the area of cardiac and/or endovascular angiography and/or intervention who desire association with the Society, but who do not fulfill the qualifications for, or have not applied for and been approved as, Fellows of the Society. Such members shall be eligible to serve and vote on committees, but may not serve as Trustees or Officers. Each Member of the Society shall be entitled to one (1) vote at the annual meeting, other meetings of members or by secure email when deemed appropriate by Board of Trustees.
Section 9—Scientist
Scientist Members of the Society shall have a doctorate in a relevant scientific field and shall demonstrate that they work regularly in the area of cardiac and/or endovascular angiography and/or intervention. Scientist Members shall be eligible to serve and vote on committees, but may not serve as Trustees or Officers or vote at the annual meeting and other meetings of members.
Section 10—Consultant
The position of Consultant to the Society may, upon special recommendation by the Credentials Subcommittee, be offered to individuals not practicing in the field of cardiovascular catheterization and angiography, but whose efforts are intimately related to the field and whose expertise may be expected to significantly further the objectives of the Society. Consultants to the Society shall be eligible to serve on committees deemed appropriate by the Executive Committee, but may not vote on committees or serve as Trustees or Officers or vote at the annual meeting and other meetings of members.
Section 11—Trustee for Life
Trustees for Life shall be reserved for a select few Fellows, Senior Fellows and/or Master Interventionalists of the Society, who, in the opinion of the members of the Credentials Committee, warrant special recognition and honor for their achievements or contributions to the Society and the profession, and are approved after a majority vote of a quorum of the Board of Trustees. Trustees for Life shall serve on the Board of Trustees until resignation or death or disability prevents participation. In addition, Trustees for Life shall retain the status of Fellows of the Society except the right to serve as Officers. As Fellows, they shall retain the right to serve and vote on committees and at annual meetings, other meetings of members or by secure email when deemed appropriate by Board of Trustees.
Section 12—International Associate Members
International Associate Members of the Society shall be physicians actively practicing in the field of cardiovascular catheterization and angiography outside the United States, and shall be members in good standing of a non-U.S. interventional Society recognized by the Board of Trustees. Such members shall be eligible to serve and vote on committees. They shall be eligible to serve as Trustees or Officers or vote at the annual meeting and other meetings of members.
Section 13—Fellow-in-Training
Fellows-in-Training (FITs) are those physicians in good standing who have been accepted into or are participating in an accredited adult interventional cardiology training program or approved pediatric interventional cardiology training program. FITs shall be eligible to serve and vote on committees, but shall not be eligible to vote at annual or other meetings of members, or to serve as Trustees or Officers.
Section 14—Cardiovascular Professional
Cardiovascular Professional Members of the Society shall be non-physicians involved in the area of cardiac and/or endovascular angiography and/or intervention. Cardiovascular Professional Members shall be selected on the basis of such standards and qualifications as may be determined by the Board of Trustees as recommended by the Credentials Committee, Membership Committee, and/or Executive Committee. Cardiovascular Professional Members shall be eligible to serve and vote on committees and on the Board of Trustees. They shall not be eligible to vote at annual or other meetings of members, or to serve as Officers.
Section 15—Reciprocal Membership
Pursuant to these Bylaws, members of the Society in good standing are also members of the equivalent membership class of SCAI. Likewise, members of SCAI in good standing are also members of the equivalent membership class of the Society.
Section 16—Loss of Membership
Any Member of the Society may be disciplined or expelled for conduct that, in the opinion of the Board of Trustees, is derogatory to the dignity of or inconsistent with the purposes of the Society. Violation of the SCAI Code of Ethics will also result in the loss of membership. The expulsion of a Member may be ordered only upon the affirmative vote of two thirds (2/3) of the members of the Board of Trustees present at a regular or special meeting at which there is a quorum, and only after such Member has been informed of the charges proffered against him or her and has been given an opportunity to refute such charges before the Board of Trustees according to the ethics procedures approved by the Board of Trustees.
Any Member (all categories of membership except Emeritus Fellow) who is delinquent in payment of dues by more than 120 days shall automatically lose all privileges of membership. Any such individual may rejoin the organization by paying his or her dues without penalties.
Any individual whose membership in the Society has been terminated shall not append the FSCAI or MSCAI designation to his or her name, or claim or imply any membership in or association with the Society.
Section 17—Meetings and Voting
At annual or other meetings of the Members, a quorum for the transaction of any business shall consist of no less than twenty (20) Fellows, and/or Senior Fellows, and/or Master Interventionalists of the Society, of which at least four (4) must be current members of the Board of Trustees.
The annual business meeting of members of the Society shall be held each year during the Annual Scientific Sessions on a date to be determined annually by the Board of Trustees. The President of the Society shall preside over the meeting as described in Article III, Section 2. At such annual business meeting, the Fellows, Senior Fellows, Master Interventionalists, Members, and Trustees for Life of the Society shall elect the Trustees and Officers of the Society, who shall serve until the next annual business meeting or until their successors are duly elected. In addition, at such annual business meeting, reports of the Trustees, Officers and committees of the Society shall be presented to the members, including a written financial report of the operation and the status of the finances of the Society at the close of its most recent fiscal year. The Officers and the Nominating Committee may bring such other business before the meeting as they shall determine. The President shall have the authority to recess the annual business meeting for any reason, and must state a date, time and location to reconvene and complete the meeting prior to conclusion of the Annual Scientific Sessions.
Special meetings of the members of the Society shall be called upon the vote of no less than one-third (1/3) of the Trustees then serving. Such meetings shall be held at such time and place as set forth in the notice thereof, as hereinafter provided.
With the exception of the first meeting of members, written or electronic notice of annual and special meetings of the members of the Society shall be sent to each member entitled to vote at such meeting at least seven (7) days before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purposes thereof.
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Article II: Trustees
Section 1—Powers
The powers of the Society shall be exercised, its business and affairs conducted, and its property controlled by the Board of Trustees, except as otherwise provided by law, the Articles or these Bylaws.
Without limiting the general powers conferred by or implied in the preceding sentence, the Trustees, acting as a Board and by majority vote, shall have power to do the following or to delegate to the Executive Committee the following:
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To approve the annual budget of the Society
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To remove members according to due process approved by the Board of Trustees
Section 2—Terms
Trustees for Life, the President, the President-Elect, the Vice President, the Secretary, the Treasurer, and the immediate Past President of the Society shall be Trustees during their tenure of office. Trustees shall be counted for quorum purposes and shall have the same rights, privileges and duties as other Trustees. The number of Trustees shall not be less than three (3) nor more than eighteen (18), with the number to be determined by the Executive Committee, and the Trustees themselves to be determined by the majority vote of the Members eligible to vote at the annual meeting and other meetings of members. A minimum of one (1) Trustee position shall be represented by an International member (defined as any member outside the United States).
All trustees shall be elected for a term of three (3) years. A member who has served a three-year term as a Trustee of the Society shall not be eligible to serve again as Trustee for one (1) year after the completion of his/her term.
As provided in the SCAI Bylaws, the Officers and Trustees of the Society shall also serve as Trustees of the SCAI.
Section 3—Election of Trustees
Trustees, other than Trustees ex-officio, shall be elected at the annual meeting of members, at a special meeting of members called and held for that purpose or via email vote, secured to be anonymous and protect the data. At each annual meeting of members, a slate of nominees for Trustees shall be presented by the Nominating Committee prior to vote by the Fellows, Senior Fellows, Master Interventionalists, and Members of the Society.
The Chair of the meeting may receive additional nominations for Trustee from the floor. At such meetings held for the election of Trustees, the persons receiving the greatest number of votes from the voting members shall be elected Trustees.
The ballots for Society Trustees shall indicate that a vote cast for an individual of the Society is also a vote cast for that individual for Trustee of SCAI.
Section 4—Vacancies
In case of vacancy on the Board of Trustees due to death, resignation or other cause, the remaining Trustees may, by majority vote, fill such vacancy, and the person(s) so elected shall serve during the remainder of the vacant term.
Section 5—Quorum
At all meetings of Trustees, one-third (1/3) of the number of Trustees then serving, but in all events not less than five (5) Trustees, if present in person or by written proxy, shall constitute a quorum for the transaction of any business. At each meeting of Trustees at which a quorum is present, action taken shall be by majority vote.
Section 6—Meetings of the Board of Trustees
Section 6 – Meetings of the Board of Trustees
The Annual Meeting of the Board of Trustees shall be held in conjunction with the annual meeting of members. Other meetings of the Board of Trustees shall be held at such times as the Board of Trustees shall from time to time determine. Special meetings of the Board of Trustees may be held at any time upon call of the President, or the President-Elect, or any two Trustees. Meetings of the Trustees may also be held through any communications equipment whereby all persons participating can hear each other. Participation in a meeting held through such communications equipment shall constitute presence at such meeting.
Written or electronic notice of meetings of the Board of Trustees shall be sent to each Trustee at least seven (7) days before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purposes thereof.
The President shall preside at meetings of the Board of Trustees. Unless the Board of Trustees shall select some other person, the Secretary shall act as Secretary of such meetings.
Section 7—Audit Report
At the Annual Meeting of the Board of Trustees, the President or Treasurer shall present a summary of the audit report for the preceding fiscal year.
Section 8—Compensation
Trustees, as such, shall not be entitled to receive salary or compensation for their services, but such restriction shall not be construed to preclude any Trustee from serving the Society in any other capacity and receiving compensation therefor.
Section 9—Annual Dues
Annual dues and any assessments shall be established by the Board of Trustees. Pursuant to these Bylaws, dues and assessments payable to the Society shall be billed, collected and otherwise administered as herein provided. Any sanctions taken against an individual’s membership in the Society or SCAI for a failure to pay dues or assessments shall apply equally to that individual’s membership in the other organization.
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Article III: Officers
Section 1—Officer Elections and Vacancies
Officers shall be elected at the annual meeting of members, or at a special meeting of members called and held for that purpose. At each annual meeting of members, a slate of nominees for Officers, Trustees and the Nominating Committee shall be presented by the Nominating Committee prior to vote by the Fellows, Senior Fellows, Master Interventionalists, Members and Cardiovascular Professional Members of the Society. The Chair of the meeting may receive additional nominations for Officers from the voting members present at the meeting.
The Fellows, Senior Fellows, Master Interventionalists, Members and Cardiovascular Professional Members of the Society at each Annual Meeting of members shall elect a President, a President-Elect, a Vice President, a Secretary and a Treasurer, and may elect such other Officers and Assistant Officers as may be deemed necessary or advisable. All Officers except for the Treasurer shall hold office until the next annual meeting of members or until their successors are elected. The term of the Treasurer shall be for a single three (3) year term (nonrenewable).
The Nominating Committee will recommend an Associate Treasurer to serve for one year concurrently with the final year of the sitting Treasurer’s term. The Associate Treasurer will be recommended by the Nominations Committee and approved by Executive Committee. The individual will participate as an ex-officio member of the Executive Committee and the Board of Trustees for the one-year term. The individual will be put forth as the Treasurer recommendation for membership approval unless Executive Committee determines the candidate is not capable of fulfilling the position.
Vacancies occurring during the year shall be filled by appointment of the Trustees. The President, President-Elect, Vice President, Secretary, Treasurer and the immediate Past President shall all be Trustees ex officio during their tenure of office.
As also provided in the SCAI Bylaws, the Officers, Trustees and Nominating Committee members of the Society shall also serve in the same roles for SCAI.
Section 2—Presiding and Recording
The President shall preside at all meetings of the members and the Board of Trustees. In case of the absence or disability of the President, all powers and duties performed by the President shall be performed by the President-Elect.
The Secretary shall see that a record is kept of all business and transactions of the Society and its committees, and shall see that applications for membership and proposals for amendments are duly processed.
The Treasurer shall oversee the custody of funds and assets of the Society, and shall see that the Society’s finances are audited annually, and present an annual financial report at the annual meetings of members and of Trustees.
Section 3—Additional Powers
The President, the President-Elect, the Vice President, the Secretary, the Treasurer, and any other Officers and Assistant Officers elected by the Fellows, Senior Fellows and Master Interventionalists of the Society shall have such additional powers and duties as may from time to time be prescribed or delegated to them by the Board of Trustees.
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Article IV: Committees
Section 1—Committee & Council Appointments
The President-Elect with concurrence of the Board of Trustees shall appoint the Chairs and members of all Standing Committees, Subcommittees, and Councils, and may appoint or dissolve other Committees and the Chairs and members thereof, with the concurrence of the Board of Trustees, shall from time to time determine to be appropriate. The President-Elect will work with Committee & Council Chairs to populate the membership of their respective committees and councils. Members of each shall continue in position until their respective successors shall be appointed. Vacancies may be filled by the President. Committee & Council actions shall be reported to the Fellows, Senior Fellows and Master Interventionalists of the Society at each meeting of members and shall be subject to approval or ratification by the Board of Trustees.
Section 2—Committee & Council Meetings
Each Committee & Council shall fix its own rules of procedures and the time and place of holding its meetings. At each such meeting a majority of the members who may appear, either in person or by written proxy, shall constitute a quorum, and the affirmative vote of a majority of these shall be necessary to act.
Section 3—Standing Committees
The following Standing Committees shall serve the Society: Finance Committee, Membership & Credentials Committee (with Credentials Subcommittee), Executive Committee, Nominating Committee, Program Committee, and Publications Committee. The Executive Committee or Board of Trustees may approve other committees as it deems appropriate and such committees are not limited by these Bylaws. The Finance Committee shall monitor the financial affairs of the Society, shall review a yearly budget for all operations of the Society and recommend this budget to the Board of Trustees, and review the annual audit of the Society.
The Credentials Committee shall review applications for membership and shall submit the names of candidates for membership to the Board of Trustees of the Society for election to membership.
The Executive Committee of the Board of Trustees shall in each administration consist of the President, the President-Elect, the Immediate Past President, the Vice President, the Treasurer, and the Secretary. The Executive Committee shall have the following duties and responsibilities:
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During the intervals between the meetings of the Board of Trustees, to exercise such powers as may be delegated to it by the Board of Trustees, except that it shall not have the power to elect an applicant to any of the categories of membership;
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Make recommendations to the Board of Trustees as to matters of changes, extensions or revisions in Society policy;
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Receive and study reports of such committees as the Board of Trustees may direct;
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Act as an advisory body to the President;
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See that a record of its proceedings is maintained and reported to the Board of Trustees at such times as it requests; and
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Hold its meetings at such place or places as it may from time to time determine. In addition, the Committee may be called upon to confer at any time by the President of the Society.
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Hire, evaluate, and terminate the Executive Director and determine the duties of the Executive Director.
The Nominating Committee shall prepare a slate of nominees for consideration of Trustees and Officers of the Society. Such a slate shall be presented to the Board of Trustees for its information and circulated thirty (30) days prior to the annual meeting of members for vote of the full slate by the voting members of the Society.
The Program Committee shall plan the scientific program for the Annual Meeting and present these plans to the Board of Trustees and adhere to guidelines for maintenance of Continuing Medical Education accreditation and to the budget approved by the Board of Trustees.
The Publications Committee shall coordinate publication activities, including those involving the Catheterization and Cardiovascular Interventions journal; coordinate publications arising as monographs, position papers and other special publications; and oversee the Editorial Board activities of the journal for the Society.
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Article V: Indemnification
Each Trustee and Officer and committee chair, co-chair, and member shall be indemnified by the Society against all costs, expenses and recovery or judgments incurred by him/her in connection with the reasonable defense of any action, suit or proceeding to which he/she is made a party by reason of his/her being or having been a Trustee, Officer or committee chair, co-chair, or member of the Society, except with respect to matters as to which he/she shall be adjudged in such action, suit, or proceeding to be liable for dereliction or negligence in the performance of his/her duty as such Trustee or Officer. In case of settlement of any action, suit or proceeding to which any Trustee, Officer or committee chair, co-chair, or member is made a party, or which may be threatened to be brought against him/her, by reason of his being or having been a Trustee, Officer, committee chair, co-chair, or member, he/she shall be indemnified by the Society against all costs and expenses, including the cost of settlement, reasonably incurred by him/her in connection with such action, suit, or proceeding, if the Society shall be advised by its independent counsel that such Trustee, Officer or committee chair, co-chair or member was not derelict or negligent in the performance of his/her duty as such Trustee, ,Officer or committee chair, co-chair, or member with respect to the matters covered by such action, suit or proceeding.
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Article VI: Fiscal Year
The fiscal year of the Society shall end on the last day of December.
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Article VII: Audit
The Treasurer shall cause the books and accounts of the Society to be audited at least annually by a qualified firm of certified public accountants. The reports of such audits shall be made to the President, Trustees, Fellows, Senior Fellows, and Master Interventionalists of the Society, as provided herein.
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Article VIII: Actions without a Meeting
Any action which may be authorized or taken at a meeting of the Fellows, Senior Fellows, Master Interventionalists, Members and Cardiovascular Professional Members of the Society may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by a majority of the Fellows, Senior Fellows, Master Interventionalists and Members of the Society who are entitled to notice of and to vote at a meeting for such purpose.
Any action which may be authorized or taken at a meeting of the Trustees may be authorized or taken without a meeting with the affirmative vote or approval of a majority of Trustees through electronic vote, secured to be anonymous and protect the data.
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Article IX: Amendments
These Bylaws may be altered, amended, repealed or superseded either in whole or in part, by: (1) the affirmative vote of two-thirds (2/3) of the Trustees who are present at any meeting called for such purpose at which there is a quorum, or (2) the affirmative vote of two-thirds (2/3) of the Fellows, Senior Fellows, Master Interventionalists, and Members of the Society who are present at any annual or special meeting of members of the Society at which there is a quorum, or (3) at a meeting of the Trustees that may be held through any communications equipment whereby all persons participating can hear each other. Participation in a meeting held through such communications equipment shall constitute presence at such meeting.
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