Bylaws of The Society for Cardiovascular Angiography and Interventions
As amended May 11, 2012
A 501(c)(6) nonprofit corporation registered in the District of Columbia.
Article I: Office and Registered Agent
Section 1: Principal Office
The principal office of the Society for Cardiovascular Angiography and Interventions (hereafter the “Corporation”) shall be in the District of Columbia.
Section 2: Registered Office and Agent
The Corporation shall have and continuously maintain a registered office and a registered agent in the District of Columbia, as required by the District of Columbia Nonprofit Corporation Act. The registered agent shall be either an individual resident of D.C. or a corporation authorized to transact business in D.C.
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Article II: Purposes
The purposes for which the Corporation is formed are as set forth in the Articles of Incorporation and include promoting the common interests and improving the business conditions and practices of those in the field of cardiovascular angiography and interventions.
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Article III: Membership
Section 1: Classes and Qualifications
The Corporation shall have the same classes of members with the same qualifications as those of the Society for Cardiovascular Angiography and Interventions Foundation, a companion section 501(c)(3) corporation (hereinafter “SCAIF”). A person accepted for membership in SCAIF shall automatically be a member of this Corporation in the same membership category. Likewise, members of this Corporation in good standing are also members of the equivalent membership class of SCAIF.
Section 2: Certificates of Membership
Certificates of Membership in all categories shall be signed by the President and the Secretary.
Section 3: Member Discipline
Members of this Corporation are subject to and must abide by the membership disciplinary rules and ethical standards of SCAIF. Any disciplinary action taken against a member of SCAIF shall be deemed to apply equally to such individual’s membership in SCAI.
Section 4: Meetings
- At annual or special 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 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 Corporation shall be held each year during the Annual Scientific Sessions of SCAIF on a date to be determined annually by the Board of Directors. At such annual business meeting, the Fellows and Senior Fellows of SCAIF shall elect the Trustees and officers of SCAIF, who shall also serve as the directors and officers of this Corporation until the next annual business meeting or until their successors are duly elected. In addition, at such annual business meeting, reports of the directors, officers and committees of the Corporation shall be presented to the members, including a written financial report of the operation and the status of the finances of the Corporation at the close of its most recent fiscal year. Such other business may be brought before the meeting as shall be determined by the officers and the Nominating Committee. The Chairman 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 SCAIF Annual Scientific Sessions.
- Special meetings of the members of the Corporation shall be called upon the vote of no less than one-third (1/3) of the directors 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 notice of annual and special meetings of the members of the Society shall be sent to each member 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.
Section 5: Voting By Electronic Ballot
Any action which may be taken at any annual or special meeting of the members may be taken without a meeting if the Corporation delivers by electronic mail or otherwise a written ballot to every member entitled to vote on the matter. Voting by written ballot shall be permitted to the fullest extent allowed by law, and shall be conducted as follows:
- The ballot shall set forth each proposed action and shall provide an opportunity to vote either for or against each proposed action.
- The number of ballots received by the Corporation must equal or exceed the quorum that would have been required had there been a meeting (i.e., Corporation must receive a valid ballot from one-third or more of its voting members.)
- Unless otherwise indicated in these bylaws, a majority of the affirmative votes cast by ballot shall constitute the action of the members with respect to each matter on the ballot.
- All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirement, state the percentage of approvals necessary to approve each matter, and specify the time by which a ballot must be received by the corporation in order to be counted.
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Article IV: Board of Directors
Section 1: Powers
The powers of the Corporation shall be exercised, its business and affairs conducted, and its property controlled by the Board of Directors, 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 Directors, acting as a Board and by majority vote, shall have power:
- To elect or appoint, to define and limit the powers and duties of, and to remove all employees of the Society, and to fix their salaries or compensation;
- The Board of Directors, at its discretion, may retain an Executive Director to assist in handling the affairs of the Corporation. The Executive Director recommends plans of operation, conducts the business of the Society under the guidance of the Board of Directors and prepares an annual report. From time to time, the Board of Directors shall determine other duties and responsibilities of the Executive Director;
- To elect or appoint, to define and limit the powers and duties of, to delegate authority to and, in their discretion, to remove committees or any members thereof;
- To designate depositories of the funds and securities of the Corporation and the officers or other persons who shall be authorized to sign checks, notes, drafts, contracts and other instruments on behalf of the Society;
- To acquire real or personal property for the Corporation by purchase, gift or otherwise and to sell, lease, mortgage or otherwise dispose of any and all real or personal property owned by the Corporation.
Section 2: Number; Qualifications; Removal
The members of the initial Board of Directors of the Corporation shall be those individuals named in the Articles of Incorporation and shall serve until their successors are elected and qualified. Thereafter, the Board of Directors of the Corporation shall be composed of the same persons who are elected to serve as trustees for SCAIF, and they shall serve for the same terms of office and be subject to the same resignation, removal, and vacancy provisions as provided for in the SCAIF bylaws. A person removed from the SCAIF board shall automatically be removed from this Board.
Section 3: Quorum
At all meetings of Directors, one-third (1/3) of the number of Directors then serving, but in all events not less than five (5) Directors, if present in person or by telephone, shall constitute a quorum for the transaction of any business. At each meeting of Directors at which a quorum is present, action taken shall be by majority vote.
Section 4: Annual Meetings
The Annual Meeting of the Board of Directors shall be held following the annual meeting of members. Other meetings of the Board shall be held at such times as the Board shall from time to time determine. Special meetings of the Board may be held at any time upon call of the President, or the President-Elect, or any two Directors.
Written notice of meetings of the Board shall be sent to each Director 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 Directors. Unless the Board shall select some other person, the Secretary shall act as Secretary of such meetings.
Section 5: Summary of Audit
At the Annual meeting of the Board of Directors, the President shall present a summary of the audit report for the preceding fiscal year.
Section 6: Compensation
Directors, as such, shall not be entitled to receive salary or compensation for their services, but such restriction shall not be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 7: Dues
Annual dues and any assessments shall be established by the Board of Directors. Pursuant to the SCAIF bylaws, dues and assessments payable to SCAIF shall be billed, collected and otherwise administered by this Corporation. Any sanctions taken against an individual’s membership in SCAIF or this Corporation for a failure to pay dues or assessments shall apply equally to that individual’s membership in the other organization.
Section 8: Unanimous Written Consent In Lieu of a Meeting
The Board may take action without a meeting if written consent to the action is signed by all of the directors. Written consents may be returned by any means, including by electronic mail.
Section 9: Telephone Meeting
Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.
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Article V: Officers
Section 1: Qualifications; Removal
The Officers of the Corporation shall be composed of the same persons who are elected to serve as officers of SCAIF (consisting of a President, President-Elect, the Immediate Past President, a Vice President, a Secretary, and a Treasurer), and they shall serve for the same terms of office and be subject to the same resignation, removal, and vacancy provisions as provided for in the SCAIF bylaws. A person removed as an officer from SCAIF shall automatically be removed as of officer of this Corporation.
Section 2: Duties of Officers
The President shall be the chief executive officer of the Corporation. He/she shall preside at all meetings of the members and the Board of Directors. 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 record all business and transactions of the Society and its committees, and shall receive applications for membership and proposals for amendments. The Treasurer shall be the custodian of the funds and assets of the Society, and shall prepare and have audited an annual report for presentation at the annual meetings of members and of Directors.
Section 3: Additional Duties
The President, the President-Elect, the Vice President, the Secretary, the Treasurer, and any other officers and assistant officers shall have such additional powers and duties as may from time to time be prescribed or delegated to them by the Board of Trustees of SCAIF or the Board of this Corporation.
Section 4: Bonding
If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Corporation shall furnish, at the expense of the Corporation, a fidelity bond, approved by the Board of Directors.
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Article VI: Committees
Section 1: Committees
At each Annual Meeting of the Board of Directors, the President with concurrence of the Board shall appoint the Chairmen and members of all Standing Committees, and may appoint such other Committees and the Chairmen and members thereof, as it shall from time to time determine to be appropriate. Members of each Committee shall continue in office until their respective successors shall be appointed. Vacancies may be filled by the Board of Directors. Committee actions shall be reported to the Fellows and Senior Fellows of the Corporation at each Annual Meeting and shall be subject to approval or ratification by the Board.
Section 2: Rules
Each Committee 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: Executive Committee
The Executive Committee of the Board 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:
- During the intervals between the meetings of the Board, to exercise such powers as may be delegated to it by the Board, except that it shall not have the power to elect an applicant to any of the categories of membership, or to regulate initiation fees or annual dues;
- Make recommendations to the Board as to matters of changes, extensions or revisions in Corporation policy;
- To receive and study reports of such committees as the Board may direct;
- To act as an advisory body to the President;
- To keep a record of its proceedings and report the same to the Board at the next succeeding meeting for its approval or disapproval; and
- To 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 Corporation.
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Article VII: Indemnification
Each Director and Officer shall be indemnified by the Corporation against all costs, expenses and recovery or judgments reasonably incurred by him in connection with the defense of any action, suit or proceeding to which he is made a party by reason of his being or having been a Director or officer of the Corporation, except with respect to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for dereliction or negligence in the performance of his duty as such Director or Officer. In case of settlement of any action, suit or proceeding to which any Director or Officer is made a party, or which may be threatened to be brought against him, by reason of his being or having been a Director or Officer, he shall be indemnified by the Corporation against all costs and expenses, including the cost of settlement, reasonably incurred by him in connection with such action, suit, or proceeding, if the Corporation shall be advised by independent counsel that such Director or Officer was not derelict or negligent in the performance of his duty as such Director or Officer with respect to the matters covered by such action, suit or proceeding.
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Article VIII: Fiscal Year
The fiscal year of the Corporation shall end on the last day of December.
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Article IX: Audit
The Treasurer shall cause the books and accounts of the Corporation 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, Directors and Fellows and Senior Fellows of the Corporation, as provided herein.
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Article X: Electronic Notice and Signatures
Unless otherwise required by law, if any provision of these bylaws requires a notice or communication to any member, director, or committee member, or any record, to be in writing, an electronic record or an electronic communication satisfies the requirement. Similarly, unless otherwise required by law, if any provision of these bylaws requires the signature of a members, director, or committee member, an electronic signature satisfies the requirement.
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Article XI: Amendment
These Bylaws may be altered, amended, repealed or superseded either in whole or in part, by the affirmative vote of two-thirds (2/3) of the Fellows and Senior Fellows of the Corporation who are present at any meeting called for such purpose at which there is a quorum, or without a meeting by an affirmative electronic ballot returned by at least two-thirds (2/3) of the Fellows and Senior Fellows of the Corporation.