BYLAWS OF THE
SOCIETY OF GOVERNMENT SERVICE UROLOGISTS
As Amended and Approved at Annual Meeting on January 16, 2016
ARTICLE I: PURPOSES AND OBJECTIVES
SECTION 1. The purposes and objectives of this Organization are charitable and educational, and include the following:
- To further the progress of Urology.
- To enhance the Military Applications of the Specialty of Urology in support of the United States Armed Forces.
- To represent the interests of Urologists in Government Service.
- To provide a forum for intra-service communication.
- To make civilian practitioners aware of the high standards of medical/urologic practice in the Federal Government Services.
- To provide continuing medical education programs for Government Service Urologists and Residents.
- To promote publication and encourage contributions to medical and scientific literature pertaining to Urology.
SECTION 2. This Society in no way represents the United States Government or any of the respective services.
ARTICLE II: NON-PROFIT ORGANIZATION
SECTION 1 The organization is a nonprofit, mutual benefit Society. Income received by the Organization shall be applied exclusively for the not-for-profit purposes of the Organization as set forth herein. No part of the net income or assets of the Corporation shall ever inure to the benefit of any of its Directors or Officers, or to the benefit of any private person, except that the Organization is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I hereof.
SECTION 2. Upon the termination or dissolution of the Organization any surplus of property or assets remaining after all the debts and obligations of the Organization have been paid and satisfied shall not, either directly or indirectly, inure to the benefit of any member of the Organization or any other individual, but shall be distributed and paid over to an organization or organizations which are exempt from federal income tax pursuant to the provisions of Section 501(c)(3) or 501(c)(6) of the Internal Revenue Code.
ARTICLE III: MEMBERSHIP
SECTION 1. ACTIVE MEMBERSHIP: Active membership is open to any physician who presently serves or has served the Federal Government in any capacity as a Urologist, including Consultants. Full membership is open to any civilian physician actively involved in the training of active duty military urology residents or fellows, as determined by the SGSU Board of Directors. All Active Members are required to pay annual dues. All Active Members may hold office and are entitled to vote on issues presented to the general membership at the annual meeting.
SECTION 2. RESIDENT MEMBERSHIP: Residents in Federal Government Urology Training Programs or Federal Government sponsored Civilian Urology Training Programs are eligible for membership. Resident Members are exempt from paying dues, but are entitled to vote on issues presented to the general membership at the annual meeting. Resident membership is not eligible to hold office.
SECTION 3. ALLIED HEALTH PROFESSIONAL MEMBERSHIP: NP’s and PA’s who presently serve or have served the Federal Government in any capacity, are eligible for membership. These members are required to pay annual dues, and are entitled to vote on issues presented to the general membership at the annual meeting. Allied membership is eligible to hold office.
SECTION 4. SENIOR MEMBERS: Those who have been an active member in good standing of the Society for 25 years or more and are over the age of sixty-five and are fully retired are eligible for Senior Membership. Senior Members are exempt from paying dues, but are entitled to vote on issues presented to the general membership at the annual meeting. Senior membership is eligible to hold office.
SECTION 5. HONORARY AND CORPORATE MEMBERSHIP: Honorary and Corporate Memberships may be offered to friends and supporters of the Society by election of the Board of Directors. Any Active, Resident, or Senior Member may make recommendations for this membership. Honorary and Corporate members shall not be entitled to vote or hold office.
SECTION 6 Member in Good Standing. A Member in good standing is one who has paid current dues and assessments.
SECTION 7. Member Obligation to Follow Society Rules. Each Member agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board and/or voting Members of the Society.
SECTION 8. Member Liability. No Member of the Society and/or their respective employees shall be personally or otherwise liable for any of the debts or obligations of the Society.
SECTION 9 Member Resignation. A Member may resign from the Society at any time with written notice to the Executive Director. This section shall not relieve the resigning Member from any prior obligation for charges incurred, services or benefits actually rendered, dues, assessments or fees arising from contract or otherwise and this section shall not diminish any right of the Society to enforce any such obligation or obtain damages for its breach for that fiscal year.
SECTION 10 Membership Year. The membership period is the Society’s fiscal year beginning November 1 and ending October 31. Membership is automatically continued upon payment of annual dues except for Members who no longer meet the criteria for membership as set forth in these Bylaws.
SECTION 11. Membership Approval Mechanism. The Society’s membership applications will be duly processed and approved by the Society’s Executive Director. Applications which do not clearly fit into categories of membership, as described herein, will be presented to the Board by the Executive Director for their consideration, as necessary.
SECTION 12. Membership Exclusion Appeal. Membership applications rejected by the Executive Director which the applicant believes should have been approved, may receive a review by the Board. All requests for appeal must be submitted to the Executive Director in writing within 30 days after notification of the denial of membership.
SECTION 13. Termination. A membership shall be suspended or terminated whenever the Board, or person authorized by the Board, in good faith determines that any of the following events have occurred: (a) resignation of Member, on 90 days’ notice to the Society; (b) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (c) failure of a Member to pay dues, fees, or assessments in the amount and under the terms set by the Board; and (d) occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications.
SECTION 14. Disciplinary Procedures.A member may be publicly reprimanded, fined, suspended or terminated for cause by the Board or its designee. Cause shall include a failure, in serious degree, to (1) observe the Society’s rules of conduct as prescribed by the Board in these Bylaws or otherwise, (2) to abide in the lawful decisions of any duly constituted committee of the Society, or (3) to engage in any conduct which is deemed by the Board or its designee contrary or prejudicial to the interests and/or purposes of the Society. The discipline shall occur only after the member has been given a fifteen-day prior written notice of the proposed discipline and the reasons therefor. The notice shall also advise the member of the member’s opportunity to be heard, orally or in writing, not less than five days before the effective date of the discipline by the Board or its designee. The Board or its designee shall determine whether cause exists and the appropriate discipline, if any.
The Board is not required to follow the above procedure when imposing lesser discipline such as private reprimand.
SECTION 15. Voting. Each Regular Member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the Members.
SECTION 16. Manner of Casting Votes. Voting may be by voice or ballot, as determined by the Board.
SECTION 17. Quorum. The Members represented in person at a Members Meeting shall constitute a quorum at a meeting of Members. The vote of the majority of the voting power represented at a meeting, where a quorum is present, shall be the act of the Members, unless the vote of a greater number is required by the Bylaws or by law.
SECTION 18. Proxies. There shall be no voting by proxy in the Society.
Section 19. Member Liability. No member of the Society shall be personally or otherwise liable for any of the debts or obligations of the Society.
ARTICLE IV: BOARD OF DIRECTORS
SECTION 1. The Board of Directors will consist of the seven (7) voting Society Officers. The President of the Society will chair the Board.
SECTION 2. The Board of Directors will be responsible for management, oversight and policy decisions for the Society. They will meet annually during the Annual Seminar with an interim meeting, if necessary, usually held during the American Urological Society Annual Meeting.
SECTION 3. The Board will recognize twelve (12) liaison positions, all non-voting:
- Kimbrough Seminar Course Director
- Past Kimbrough Seminar Course Director
- Kimbrough Course Director Elect
- Army Urology Liaison
- Army Member-At-Large
- Navy Urology Liaison
- Navy Member-At-Large, Active Duty
- Air Force Urology Liaison
- Air Force Member-At-Large
- Military Resident Representative
- Reserve Component Representative
- Military Representative to the AUA Young Urologists Committee
SECTION 4. The Board of Directors shall establish policies and procedures concerning nominations for officers, directors and liaisons positions.
SECTION 5. Notice. The Board may hold regular meetings without notice at the time and place for the regular meetings fixed by the Board, and may hold emergency meetings with notice appropriate to the circumstances, if any person authorized to call a meeting determines that an emergency exists and calls an emergency meeting. The Board may hold special meetings upon four days’ notice by first class mail or 48 hours’ notice delivered personally or by telephone, or electronic mail or similar means.
SECTION 6. Quorum. Three of the seven voting Directors authorized in these Bylaws shall constitute a quorum of the Board for the transaction of business.
SECTION 7. Board Action. Every act or decision done or made by a quorum of the Directors present at a meeting duly held at which a quorum is present is the act of the Board. The Board may adopt rules and regulations which may supplement and interpret these Bylaws and shall be binding and enforceable as to members, directors and officers, to the extent they are consistent with Section 501(c)(6) of the Internal Revenue Code.
SECTION 8. Meeting Attendance. The office of any elected Director, who shall be absent without excuse (an unexcused absence shall be defined as any absence for any reason other than for death in the family or participation in SGSU business) from three regular meetings of the Board if Directors per year, may be declared vacant by the Board of Directors.
SECTION 9. Conduct of Meetings. The Board shall adopt and adhere to an appropriate parliamentary procedure in the conduct of its meetings.
SECTION 10. Meeting by Conference or Other Electronic Means. Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communication equipment if all of the following apply:
(1) each member can communicate with all of the other members concurrently; (2) each member is provided with a means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection, to a specific action to be taken; (3) a means of verification is adopted and implemented by the corporation as to both of the following: (a) the person communicating by electronic means is entitled to participate in the Board meeting and (b) all statements, questions, actions, or votes were made by that person and not by another not entitled to participate.
SECTION 11. Action by Unanimous Written Consent Without a Meeting. Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action in the manner specified in the California Nonprofit Corporation Law.
ARTICLE V: OFFICERS
SECTION 1. Officers of the Society shall be the seven (7) voting members of the Board of Directors and an Executive Director who shall have no right to vote. The voting officers shall be the President, Secretary, Treasurer, Parliamentarian-Historian, Veteran’s Society Representative, Member-At-Large, and Retired Military Representative. If permitted by the rules and regulations of the federal government, Active duty military members may serve as officers or hold a voting position on the Board of Directors; otherwise they may serve as non-voting liaison representatives. The Board of Directors may fill a vacancy in any office for the unexpired term.
SECTION 2. PRESIDENT: The President will have the following responsibilities:
- Preside over the Annual Meeting of the Society and the meetings of the Board of Directors.
- Represent the Society wherever and whenever necessary and possible.
- Report on the activities of the Society at the Annual Meeting held during the Annual Seminar.
- Prepare or oversee the preparation of a newsletter following the Annual Meeting for distribution to the members.
- Perform such other tasks and functions as may be assigned by the Board of Directors.
SECTION 2. SECRETARY: The Secretary will have the following responsibilities:
- The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws.
- The Secretary shall attest to and keep the bylaws and other legal records of the Corporation, or copies thereof, at the principal office of the Corporation.
- The Secretary shall take or ensure that someone takes minutes of all meetings of the committees and Board of Directors, and shall keep copies of all minutes at the principal office of the Corporation.
- The Secretary shall keep a record of the names and addresses of the Directors at the principal office of the Corporation.
- The Secretary shall, with the approval of the Board of Directors, set up procedures for any elections held by the Corporation. The Secretary shall keep a record of all votes cast in such elections.
- The Secretary shall ensure that all records of the Corporation, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the Board of Directors at the principal office of the Corporation during regular business hours.
- The Secretary shall see that all notices are duly given in accordance with these bylaws or as required by law.
- The Secretary shall see that all books, reports, statements, certificates, and other documents and records of the Corporation are properly kept and filed.
- In the case of the absence or disability of the Secretary, or the Secretary’s refusal or neglect to fulfill the duties of Secretary, the Executive Director shall perform the functions of the Secretary.
SECTION 3. TREASURER: The Treasurer will have the following responsibilities:
- The Treasurer will have charge and custody of all funds of the Corporation, will oversee and supervise the financial business of the Corporation, will render reports and accountings to the Directors as required by the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws, or which may be assigned from time to time by the Board of Directors.
- The Treasurer’s signature shall be the authorized signature for all checking, savings, and investment accounts of the Corporation unless the Treasurer, with the approval of the Board of Directors, designates another member of the Board of Directors or Executive Director as the authorized signatory for a particular type of disbursement.
- The Treasurer shall prepare an annual report for the Board of Directors, providing an accounting of all transactions and of the financial conditions of the Corporation.
- The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Corporation at the principal office of the Corporation and make them available at the request of any Director or member of the public during regular business hours for inspection and copying.
SECTION 4. PARLIAMENTARIAN-HISTORIAN. The Parliamentarian-Historian shall perform such tasks and functions as may be assigned by the Board of Directors.
SECTION 5. VETERAN’S ADMINISTRATION (VA) REPRESENTATIVE. The Veteran’s Administration Representative shall perform such tasks and functions as may be assigned by the Board of Directors.
SECTION 6. MEMBER-AT-LARGE The Member-At-Large shall perform such tasks and functions as may be assigned by the Board of Directors.
SECTION 7. RETIRED MILITARY REPRESENTATIVE. The Retired Military Representative shall perform such tasks and functions as may be assigned by the Board of Directors.
ARTICLE VI: EXECUTIVE DIRECTOR
SECTION 1. The Board of Directors may appoint or employ and Executive Director who shall be accountable to the Board, and who shall manage the offices and operations of the Society. The Executive Director shall be an ex-officio officer of the Society, with the authority to execute agreements, including signing checks, in accordance with the directives and authority conferred by the Board. The Executive Director is not a director of the Society, and shall have no right to vote.
The Executive Director shall be subject to the supervision of, and accountable to, the Board of Directors, and shall manage the Headquarters office, daily operations and staff.
SECTION 2. The duties of the Executive Director shall be determined by the Board of Directors any may include the following, among other things:
- Maintain membership rolls and take minutes if the Secretary is not in attendance.
- Collect and disburse all monies under the direction of the Treasurer.
- Prepare a financial statement for presentation by the Treasurer at the Annual Meeting.
- Prepare the appropriate tax and compliance forms.
- Act as Chairman of the Corporate Sponsors with responsibility of collecting their dues.
- Compose and expedite distribution of Newsletters.
- Supervise and expedite distribution of the abstracts from the Annual Seminar.
- Carry out routine duties under the direction of the appropriate Officers of the Society.
SECTION 3. The Executive Director will maintain an office at a convenient location. This office will serve as the Headquarters of the Society with the expenses paid by the Society. This office will provide a place to conduct business and store required records, including financial and membership. The Executive Director will be compensated for their time and efforts at the discretion of the Board of Directors.
ARTICLE VII: COMMITTEES
SECTION 1. All committees, with the exception of the Audit Committee, shall be established as needed by the Board, and operate in accordance with the budget, duties and mission established or approved by the Board.
SECTION 2. The Audit Committee shall consist of three (3) Active Members appointed by the President for terms of two (2) years. The Audit Committee shall carefully examine the Treasurer’s report and the audit of the organization’s financial status, if any, and if deemed necessary confer with the outside auditor (if any), the Executive Director and/or Secretary/Treasurer It shall present a written report of these examinations to the Membership at the Annual Business Meeting.
ARTICLE VIII: ELECTIONS
SECTION 1. Those members present at the Annual Meeting will elect the voting members of the Board of Directors, including the officers (with the exception of the Executive Director). Newly elected officers and directors shall take office at the end of the meeting at which they were elected, and shall serve until their successors have been elected and take office.
ARTICLE IX: FINANCIAL MATTERS
SECTION 1. Annual dues and fees will be assessed in the amount determined by the Board of Directors.
SECTION 2. A Member whose payment of annual dues is in arrears in excess of three years will be deleted from the membership rolls. If a former member wishes to obtain active membership, paying dues in arrears may reinstate them. If a member has not been active for over three years they will be required to pay only the immediate past three years’ dues to gain reinstatement.
SECTION 3. The Fiscal Year for the Society begins on November 1st and ends on October 31. Dues are due and payable on the first day of the Annual Seminar.
ARTICLE X INDEMNIFICATION AND INSURANCE
SECTION 1. Indemnification. To the fullest extent permitted by the law, the Society shall indemnify and hold harmless any agent against any claim arising out of any alleged or actual action or inaction in the performance or non-performance of duties performed in good faith on the Society’s behalf. An “Agent” for purpose of these Bylaws shall include Directors, Officers, Executive Director, Members, and their representatives, and employees.
SECTION 2. Insurance. The Society shall purchase and maintain insurance to the full extent determined appropriate by the Board on behalf of its agents against any liability asserted against or incurred by the agent arising out of the agent’s status as such.
ARTICLE XI EMERGENCY ACTION
The Board of Directors or Executive Committee of this Society may take actions and conduct business as may be necessary to protect the interests of the Society and its membership in the event of an emergency. A written record of all actions taken will be maintained during the emergency period, and all such actions shall be subject to review by the Society, in its sole discretion, upon conclusion of the emergency.
ARTICLE XII: AMENDMENTS
Amendments to these By-Laws will require a majority vote by the members present at the Annual Meeting. Any amendments to these Bylaws shall be valid only if the notice of the official Annual Meeting (or ballot, if applicable) is distributed to all persons eligible to vote, or is published in the official publication of this Society, not less than twenty (20) nor more than ninety (90) days prior to the Annual Meeting, and includes a description of the general nature of the proposed change.
8 December 1999 (Adopted at Annual Meeting)
17 January 2006 (Revised at Annual Meeting)
16 January 2007 (Revised at Annual Meeting)
19 January 2010 (revised at Annual Meeting)
18 January 2011 (revised at Annual Meeting)
22 January 2012 (revised at Annual Meeting)
16 January 2016 (revised at Annual Meeting)