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 AFSH Bylaws

ARTICLE I

The name of the Corporation shall be the American Foundation for Surgery of the Hand.

ARTICLE II

Purposes

Section 1.  Not for Profit.  The Corporation is organized under and shall operate as an Illinois Not For Profit Corporation, and shall have such powers as are now or as may hereafter be granted by the General Not For Profit Corporation Act of the State of Illinois. 

Section 2.  Purposes.  The purposes of the Corporation are to provide educational services and programs concerning hand surgery; to stimulate research and investigation of and teaching on the methods for preventing, correcting and treating diseases of the hand arising from congenital, developmental, nutritional, traumatic, or other causes; to perform and do any and all such other acts as are necessary, convenient, or proper to the attainment of these objectives. 

Section 3.  Rules.  The following rules shall conclusively bind the Corporation and all persons acting for or on behalf or it:

(a)  No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.  No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (2) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

(b)  Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine.  Any assets not so disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes of to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

(c)  The Corporation shall not adopt any practice, policy or procedure which would result in discrimination on the basis of race, religion, or creed.

ARTICLE III

The Corporation shall have and continuously maintain in the State of Illinois, a registered office and a registered agent whose office shall be identical with such registered office, and may have other such offices within or without the State of Illinois and such other registered agents as the Board of Trustees may from time to time determine.

ARTICLE IV

This Corporation shall have no members.

ARTICLE V

OFFICERS

Section 1.  Officers. The officers of the Corporation shall be a Chair, Vice Chair, President, Secretary, and Treasurer, and such other officers as may be determined by the Board of Trustees.  The Board of Trustees may elect or appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by the Board of Trustees.  The Chair, Vice Chair, President, Secretary and Treasurer must be members of the American Society for Surgery of the Hand.  Officers need not be residents of Illinois.

Section 2.  Election and Term of Office.  The officers of the Corporation shall be elected and appointed by the Council of the American Society for Surgery of the Hand, an Illinois not-for-profit corporation (ASSH), for a term of two years.  The Council of ASSH shall appoint the Treasurer of ASSH as the Corporation’s Treasurer.  No officer shall serve more than two (2) consecutive full terms.  The officers shall be elected at the annual meeting of the Council of ASSH nearest the expiration of their term of office and shall serve until their successors have been duly elected and qualified.  Vacancies may be filled or new offices created and filled by the Board of Trustees at any meeting of the Board of Trustees.

Section 3.  Removal.  Any officer may be removed by the ASSH Council whenever in its judgment the best interests of the Corporation would be served thereby.

Section 4.  Vacancies.  A vacancy in any office, other than the office of Chair or President, due to death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Trustees for the unexpired portion of the term.  A vacancy in the office of Chair shall be filled by the Vice Chair, and a vacancy in the office of President shall be filled by the Secretary.

Section 5.  Chair.  The Chair shall (i) be the principal executive officer of the Corporation; (ii) develop the long-term strategic goals and objectives of the Corporation; and (iii) in general supervise and control all of the affairs of the Corporation.  The Chair shall serve on the Board of Trustees, set the agenda and preside at all meetings of the Board of Trustees.  In addition, the Chair shall work with the Corporation’s President and the Board of Trustees to develop the Corporation’s fundraising goals and strategies, and work with the Corporation’s President and the ASSH President to determine the Corporation’s agenda with respect to grant making.  The Chair shall work to communicate the Corporation’s vision and direction to donors, constituents, industry and the public and shall, along with the Corporation’s President, participate in industry fund raising meetings.  The Chair may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Trustees, any deeds, mortgages, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these bylaws or by statue to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board of Trustees from time to time.

Section 6. Vice Chair.  In the absence of the Chair or in the event of his inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair.  The Vice Chair shall succeed to the office of Chair at the close of the annual meeting following the expiration of the Chair’s term.  The Vice Chair shall serve on the Board of Trustees, and shall perform such other duties as from time to time may be assigned to him by the Chair or by the Board of Trustees.

Section 7.  President.  The President shall (i) oversee the operations and implementation of the Corporation’s long-term strategic goals (as developed by the Chair and the Board of Trustees); (ii) serve on the Board of Trustees; and (iii) attend ASSH Council and Finance Committee meetings.  In addition, the President shall be a member of the Commercial Support Committee, participate in industry fund raising meetings (along with the Chair), and track the Corporation’s restricted funds and be responsible (with the assistance of the Corporation’s staff) for updating donors with respect to the use of such funds; and in general shall perform such other duties as may be assigned to him or her by the Chair or the Board of Trustees.

Section 8. Treasurer.  If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Trustees shall determine.  He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws; serve on the Board of Trustees; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.

Section 9.  Secretary.  The Secretary shall keep the minutes of the meetings of the Board of Trustees in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; serve on the Board of Trustees; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.  The Secretary shall succeed to the office of President at the close of the annual meeting following the expiration of the President’s term.


ARTICLE VI

BOARD OF TRUSTEES

Section 1.  General Powers.  The affairs of the Corporation shall be managed by the Board of Trustees, which shall have supervision, control, and direction of the affairs of the Corporation, shall determine its policies or changes therein within the limits of these bylaws, shall actively prosecute its purposes and have discretion in the disbursement of its funds.  The Board of Trustees may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2.  Composition and Qualifications.  The Board of Trustees shall be comprised of not less than ten (10) but not more than fourteen (14) members, the exact number to be fixed by resolution of the Council of ASSH, as follows:
(a)  The Corporation’s Chair, President, Vice Chair, Secretary, and Treasurer (collectively, the “AFSH Officer Trustees”);
(b)  The Immediate Past President, President Elect, and President of ASSH (collectively, the “ASSH Officer Trustees”);
(c)  The ASSH Research Director;
(d)  Two members of ASSH (“ASSH At-Large Trustee”); and
(e)  Up to three individuals (who are not required to be ASSH members) (“AFSH At-Large Trustees”).

Section 3.  Tenure and Election.
(a)  The AFSH Officer Trustees, the ASSH Officer Trustees, and the ASSH Research Director shall serve on the Board of Trustees by virtue of their office for so long as they hold their respective offices.
(b)  One ASSH At-Large Trustee shall be elected and appointed by the Council of ASSH each year to serve a two-year term.
(c)  Up to two At-Large Trustees shall be elected and appointed by the Council of ASSH each year to serve a two-year term.
(d)  With the exception of the AFSH Officer Trustees, the ASSH Officer Trustees, and the ASSH Research Director who shall serve on the Board of Trustees for so long as they hold their respective offices, no Trustee may serve on the Board of Trustees for more than three (3) consecutive terms.  Each Trustee shall hold office until his or her successor is duly elected and takes office.

Section 4.  Regular Meetings.  The Board of Trustees may provide by resolution the time, date, and place for the holding of a regular annual meeting and additional regular meetings of the Board without other notice than such resolution.

Section 5.  Special Meetings.  Special meetings of the Board may be called by or at the request of the President or any two Trustees.

Section 6.  Notice.  Notice of any special meeting of the Board shall state the time, date, and place of the meeting and shall be given at least five (5) days prior to the date of such meeting; provided, however, in the case of a meeting held pursuant to Article VI, Section 10, notice may be given no less than twenty four (24) hours prior thereto.

Section 7. Quorum.  The majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board, provided that a majority of the Trustees present are ASSH members.  If a quorum is not present, a majority of the Trustees present may adjourn the meeting from time to time without further notice.

Section 8.  Manner of Acting.  The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, except where otherwise provided by law or by these bylaws.

Section 9.  Vacancies.  Any vacancy occurring in the Board of Trustees for any reason shall be filled by the persons designated in Section 2 of this Article who initially elected the Trustee whose position is vacant.  A Trustee selected according to this provision shall fill the unexpired portion of the term.

Section 10.  Telephone Conferences.  Members of the Board, or of any committee designated by the Board, may take any action permitted or authorized by these bylaws pursuant to meeting by means of conference telephone or similar telecommunications equipment by means of which all persons participating in a meeting can communicate with each other.  Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Section 11.  Mail Vote.  Any action which is required by law, the Articles of Incorporation or these Bylaws to be taken at a meeting of the Board of Trustees, or any other action which may be taken at a meeting of the Board of Trustees, may be taken by mail vote if the ballot, setting forth the action taken, shall be approved by all of the Trustees entitled to vote with respect to the subject matter thereof.

ARTICLE VII

ADVISORY BOARD

The Board of Trustees may appoint an Advisory Board to serve as an advisory body to the Board of Trustees.  Advisory Board members need not be members of the American Society for Surgery of the Hand. The Advisory Board shall meet at such times and places as may be determined by the Board of Trustees.   Members of the Advisory Board may serve on committees appointed by the Board of Trustees pursuant to Article VIII, Section 2.


ARTICLE VIII

COMMITTEES

Section 1. Committees of Trustees.  The Board of Trustees, by resolution adopted by a majority of the trustees in office, may designate one or more committees, each of which shall consists of a majority of ASSH-member trustees, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Trustees in management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual trustee, of any responsibility imposed upon them by law.

Section 2.  Nominating Committee.  The Nominating Committee shall consist of five (5) members, as follows: (i) the Chair of the ASSH Nominating Committee; (ii) the ASSH President-Elect; (iii) the Corporation’s immediate past-president; (iv) a Trustee of the Corporation, appointed by the Corporation’s Chair, who is not a member of Council; and (v) an ASSH active member appointed by the Corporation’s Chair and the ASSH President-Elect.  The Nominating committee shall solicit potential candidates to serve as trustees and officers of the Corporation and nominate such candidates to Council.

Section 3. Other Committees.  Other committees not having and exercising the authority of the Board of Trustees in the management of the Corporation may be designated by a resolution adopted by a majority of the trustees present at a meeting at which a quorum is present.  Except as otherwise provided in such resolution, members of each such committee need not be trustees of the Corporation, and the Chair of the Corporation shall appoint the members thereof.  Any members thereof may be removed by the Board whenever in their judgment the best interests of the Corporation shall be served by such removal.

Section 4. Term of Office.  Each member of a committee shall continue as such until the next annual meeting of the Board of Trustees of the Corporation and until his successor is appointed, unless the Committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.

Section 5. Chairman.  One member of each committee shall be appointed chairman.

Section 6. Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manners provided in the case of the original appointments.

Section 7. Quorum.  Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 8. Rules.  Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Trustees.

ARTICLE IX

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1.  Contracts.  The Board of Trustees may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

Section 2.  Checks, Drafts, Etc.  All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.  In the absence of such determination by the Board of Trustees, such instruments shall be signed by the Treasurer and countersigned by the Chair or Vice President of the Corporation.

Section 3.  Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may select.

Section 4.  Gifts.  The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE X

BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Trustees and committees having any of the authority of the Board of Trustees.

ARTICLE XI

FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Board of Trustees.

 


ARTICLE XII

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions of the General Not For Profit Corporation Act of the State of Illinois or under the provisions of the Articles of Incorporation or the bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII

INDEMNIFICATION

The Corporation shall indemnify all officers, trustees, and committee members of the Corporation to the full extent permitted by the General Not For Profit Corporation Act of the State of Illinois, and shall be entitled to purchase insurance for such indemnification of officers, trustees, and committee members to the full extent as determined from time to time by the Board of Trustees of the Corporation.

ARTICLE XIV

AMENDMENTS TO BYLAWS

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a two-thirds majority of the trustees present at any regular meeting or at any special meeting, provided that at least fifteen days’ written notice is given of intention to alter, amend, or repeal and to adopt new bylaws at such meeting; and provided further that the Council of the American Society for Surgery of the Hand has previously approved the proposed amendment.

Amended September 1989
Amended August 1992
Amended May 1996
Amended September 1999
Amended December 2004
Amended July 2008
Amended October 2010