ASAP Constitution

Alliance for Surgery and Anesthesia Presence

CONSTITUTION (Revised Draft July 2015)

ARTICLE I – NAME

The name of the society shall be: The Alliance for Surgery and Anesthesia Presence (ASAP)

ARTICLE II – World Society of Surgery (WSS)

ASAP shall function as an integrated society of the World Society of Surgery (WSS) under the auspices of the WSS. WSS is an established non-profit entity under Swiss law and was previously known and founded as the International Society of Surgery/Societe Internationale de Chirugie (ISS/SIC). All members of ASAP are required to be members of the WSS.

ASAP shall have representation on the Executive Committee of WSS, as well as on the Editorial Board of the World Journal of Surgery (WJS) and the WSS Academy Oversight/Program Committee. WSS shall be responsible for the central administrative duties of ASAP, including maintenance of membership rosters and other duties as agreed to by both parties. The WSS shall collect annual ASAP dues, while the allocation of ASAP funds shall be determined by ASAP’s Executive Committee. WSS shall oversee selection of the biennial World Congress of Surgery (WCS) meeting site along with its principal arrangements. ASAP shall have authority regarding the content of the scientific program of ASAP meetings, while WSS will oversee the registration, submission and distribution for review of all potential meeting abstracts, in coordination with the ASAP Executive Committee.

ARTICLE III – OBJECTIVES

The objective of ASAP shall be to provide an international forum for exchanging information, developing new knowledge, and advocating for universal access to safe, timely, affordable anesthesia and emergency and essential surgical care globally, especially in lowand middle-income countries and other high need areas.

ARTICLE IV – MEMBERSHIP

1. Membership in ASAP shall be open to medical doctors or nonmedical scientists who are dedicated to global surgical care, including surgery, anesthesia, obstetrics, perioperative care, public health and related fields in accordance with the WSS Constitution. Members must be of good professional standing, including those who are retired and involved in non-clinical practice. A history or interest in surgery in low and middleincome countries and contributions to the scientific literature pertinent to these topics will be important factors in acceptance of an application for membership.

2. There shall be two (2) types of members: Active and Senior. All members must also be members of WSS as stated in Article II.

a) Active members – All those whose applications for membership have been vetted and accepted by the membership committee, shall be known as active members. Active members must pay the annual dues established by the General Assembly of WSS. They may vote, serve as officers of ASAP, on the ASAP Board and on committees. They shall receive the World Journal of Surgery. The number of active members shall not be limited.

b) Senior members – Active members who have maintained WSS membership in good standing for fifteen (15) years and have reached the age of 65 years may become senior members upon written request to the Executive Committee of ASAP. Senior members shall have voting privileges but are not eligible for election to office. Senior members enjoy all other responsibilities and privileges of active membership. Senior members are not required to pay annual dues. The subscription to World Journal of Surgery may be obtained at special rates for non-dues paying members.

3. Failure of an Active member to pay dues for two (2) years will result in his or her membership within ASAP being suspended, in accordance with ASAP Bylaw VIII.

4. Any member who fails to maintain good professional standing in their country of residence and practice may have their membership rescinded, following review by the Executive Committee and approval of their recommendation by the ASAP General Assembly.

ARTICLE V – MEETINGS

A. Every two years, in accordance with the bylaws of WSS, an ASAP meeting will be held in concordance with the biennial assembly of the WSS. This meeting of ASAP shall be known as the “biennial meeting”.

B. During alternate years, an independent ASAP meeting shall be held at the discretion of the Executive Committee, and hosted by a partnering academic institution, society or college. Funding for this meeting will be determined by the Executive Committee, and may include but will not be limited to registration fees, funds provided from the hosting organization(s), donations and discretionary funds owned by ASAP.

ARTICLE VI – OFFICERS/EXECUTIVE COMMITTEE/BOARD

1.The Officers of ASAP shall consist of a President, President-elect, Secretary, Treasurer, and immediate Past-President, with all except the Immediate Past-President to be elected as provided in the bylaws. The roles of Secretary and Treasurer may be combined if required. In the inaugural 2-year period, the President shall appoint the role of the Immediate Past-President.

2.The Officers shall constitute the Executive Committee of ASAP. The Editor-in-Chief of the World Journal of Surgery (WJS) shall be invited as a permanent guest member of the Executive Committee.

3.There shall be an ASAP Board consisting of the Officers plus the ASAP representatives to the World Journal of Surgery editorial board and WSS Academy/Program Committee and up to four (4) members at large including Chairs of standing or ad hoc committees.

4.Nominations for Board members shall be solicited at least three (3) months in advance of the biennial WSS meeting. The Nominating Committee will present their recommendations to the Executive Committee who will present the slate of candidate to those present at the ASAP General Assembly meeting during the biennial meeting for approval.

5.The ASAP Representative to the World Journal of Surgery editorial board shall be nominated by the Executive Committee and voted on by those members present at the biennial ASAP General Assembly meeting for a 4-year term, which may be renewed for a 2nd term. This individual shall serve as a member of the ASAP Program Committee.

6. The ASAP Representative to the Oversight Committee of the WSS Academy/WSS Program Committee shall be nominated by the Executive Committee and voted on by those members present at the biennial ASAP General Assembly meeting for a 4-year term, which may be renewed for a 2nd term. This individual shall serve as a member of the ASAP International Committee.

ARTICLE VII – ALTERATIONS / REPEALS

ASAP may alter or repeal any article of this constitution by a threefourths affirmative vote of the members present at the biennial General Assembly meeting, provided a copy of the proposed change(s) has been delivered to each member via the member’s last known email address at least thirty (30) days in advance of the meeting.

ARTICLE VIII – BYLAWS

Under this Constitution, ASAP may propose and amend Bylaws.

Alliance for Surgery and Anesthesia Presence

BYLAWS BYLAW I – APPLICATION for MEMBERSHIP

1. The standardized on-line electronic application form for membership in ASAP will be submitted to the central office of WSS. In accordance with World Society of Surgery (WSS) guidelines, the application form must be accompanied by a current Curriculum Vitae that includes publications, as well as e-mail addresses of two WSS members who have agreed to serve as sponsors, at least one of whom is a member of ASAP. Copies of the application will be sent by WSS staff to the two sponsors to obtain confirmation of their endorsement. Following this, the application will be forwarded to the Secretary of ASAP for submission to the ASAP Membership Committee. The Membership Committee shall review the application and make a recommendation to the ASAP Executive Committee regarding membership. The Executive Committee has the right to accept or reject an application for membership of ASAP. Once the application has been accepted, the ASAP office shall process all relevant documentation and inform the prospective member and the WSS office accordingly.

2. A membership status change from “active” to “senior” on attainment of age 65 will require a request in writing from the member to the ASAP Executive Board. BYLAW II – ELECTION OF ASAP BOARD MEMBERS The business and affairs of ASAP will be managed by the 5 Officers and up to 6 additional Board members. Board members can be nominated in one of three ways: self-nomination, nomination by an active member, or nomination by an ASAP Officer. The term for a Board member unless otherwise specified, is two (2) years and a Board member in good standing is eligible for up to three (3) 2-year terms if re-nominated by self or another active member. Candidates for the board will be voted on by all members present at the biennial General Assembly meeting. The responsibilities of the ASAP Board will include

• Attendance in person for Board meetings at annual ASAP and biennial WSS conferences

• Participation via internet, phone and/or email for interim Board discussions and/or votes

• Financial oversight of ASAP operations

BYLAW III – ELECTION OF OFFICERS and TERMS OF OFFICE

1. All officers are presented by the Nominating Committee for election by the General Assembly. Nominations will be accepted in three ways: self-nomination, from an active member responding to a call for nominations, or from an ASAP Officer. Officers shall not be compensated by the Society.

2. A term of office begins at the end of one ordinary ASAP General Assembly and lasts until the next ordinary General Assembly, usually corresponding to a two (2) year period, unless otherwise specified.

3. The member elected to the office of President shall serve as President-elect for one term, followed by another term as President, followed again by an additional term as Immediate Past President. A member who serves in these offices is not eligible for re-election to these offices. In the case of absence or incapacity of the President, the President-elect shall perform his or her duties.

4. The offices of Secretary and Treasurer will serve for two 2-year terms, with staggered elections at the biennial WCS meetings (with Secretary elected at one meeting, Treasurer at the next.)

5. Each officer will advance to the next station when his or her term expires, unless an officer resigns. Following their respective four years as either Secretary or Treasurer, these officers will advance to President-Elect. Vacancies occurring in an office shall be filled by appointment of the ASAP Executive Committee until the next ordinary General Assembly at the biennial meeting.

BYLAW IV – OFFICER DUTIES

1. The President will conduct official proceedings and be responsible for leading the affairs of the Society. The President will release official statements and responses of ASAP, including the quarterly newsletters with input from the ASAP Executive Committee and support from the Secretary. The President shall serve as the ASAP representative to the WSS Executive Committee, Chair of the ASAP Executive Committee and as a member of the Nominating Committee. In the circumstance of inability to attend the WSS annual Executive Committee meeting, the President may appoint an alternate to represent them at that event.

2. The President-Elect is responsible for approval of the quarterly newsletter of ASAP and the website content, and will direct/delegate content changes as needed. The PresidentElect shall serve as Chair of the ASAP Program Committee and as a member of the Executive and Nominating Committees.

3. The Secretary shall keep records of the meetings and actions of ASAP, the Board, and the Executive Committee and conduct the correspondence of ASAP. The Secretary is responsible for coordinating the quarterly newsletter with the President and for its dissemination to the membership. The Secretary will issue a written and electronic report of the preceding years’ transactions to be read to the Executive Committee and membership at the biennial General Assembly meeting. The Secretary shall serve as a member of the ASAP Executive, Membership and Nominating Committees.

4. The Treasurer shall monitor all monies, transactions and funds belonging to ASAP and report to the Executive Committee annually and to the full membership at the biennial General Assembly meeting. The Treasurer will prepare a financial report for audit and presentation at the annual and biennial meetings. The Treasurer will serve as a member of the ASAP Executive and Nominating Committee.

5. The Immediate Past President shall serve to advise the President and other Officers, and shall serve as a member of the ASAP Executive, International and Nominating Committees.

BYLAW V – STANDING COMMITTEES / AD HOC COMMITTEES

There shall be five (5) standing committees of the association. Ad hoc committees may be created as described below. Chairs of standing and ad hoc committees shall report their activity to the Executive Committee annually as well as to the ASAP membership at the biennial General Assembly meeting.

1. Executive Committee: The Officers shall constitute the Executive Committee of ASAP, with the Editor-in-Chief of the World Journal of Surgery (WJS) as a permanent invited guest. The Executive Committee conducts the affairs of the Society and decides on all matters not expressly assigned to the General Assembly or another specific body. The President shall serve as Chair of the ASAP Executive Committee.

a) The Executive Committee shall have the authority to call and convene its own meetings, delegate changes, responsibilities and duties among its members, and is authorized to assign or otherwise act on behalf of the Society. The Executive Committee may create special vessels for raising funds for specific objectives of the Society. As a rule, the Executive Committee convenes once per year in person. All other deliberations may be held and decisions validly made by telephone, video-conference or electronic means.

b) The deliberations of the Executive Committee are valid if more than half of its members are present at a meeting held in person or participating by written resolution. Decisions shall be made by the affirmative vote of a simple majority of the members present. If the votes are equal, the President casts the deciding vote.

2. Membership Committee: Following the protocols outlined in Bylaws Article I.1, this committee will review nominations for membership, make recommendations to the Executive Committee and communicate with WSS staff. The full slate of new members will be presented biennially at the ASAP General Assembly to the general membership for recognition. In addition, the charge of this committee is to make recommendations regarding recruitment of new members and retention of existing members, so as to grow the Society. The Secretary of ASAP shall serve on this committee, and is eligible to serve in the capacity of Chair if indicated.

3. Nominating Committee: The Nominating Committee is charged with presenting names of qualified ASAP members for unfilled Officer and Board positions. Its members include the President, President-Elect, Immediate Past-President, Secretary, Treasurer, and two (2) members from the Board. The Chair can propose up to two (2) other active ASAP members as committee members to the Executive Committee for approval. Nominations will be accepted up to three months ahead of the biennial meeting by means of self-nomination, an active member responding to a call for nominations, or from a member of the Executive Committee. The Nominating Committee will review nominations for new Officers and Board Members, and present a slate to the Executive Committee to put before the membership for approval during the biennial General Assembly meeting.

4. Program Committee: The Program Committee has oversight with regard to the scientific program of the biennial meeting held in conjunction with WSS, as well as the program held in alternating years as a stand-alone ASAP function. This committee is comprised of the President, President-Elect, Immediate Past-President, and the ASAP representative to WJS. The committee Chair can propose up to three (3) other active ASAP members as committee members to the Executive Committee for approval. Local representation to the Program Committee shall be prioritized for each meeting venue. The President-Elect shall serve as Chair.

5. International Committee: The International Committee shall ensure appropriate representation and participation of ASAP members from geographically and economically diverse regions at ASAP meetings and related events as well as in ASAP governance. This Committee will play a role in directing funds towards travel subsidies and awards to accomplish these goals. This committee is comprised of the Immediate Past President, three (3) members of the Board, and up to three (3) other active ASAP members who may be appointed by the committee Chair.

6. Ad Hoc Committee(s)/Sub-Committees: Ad Hoc committees and sub-committees can be created as needed to facilitate a specific activity of ASAP. The Executive Committee will appoint the chair of an ad hoc committee or sub-committee. The Chair of an ad hoc committee or sub-committee will propose the other members of the committee, who must be active members of ASAP, to the Executive Committee for approval. The decision to terminate the activity of an ad hoc committee or sub-committee must be approved by a majority of those present at the biennial meeting. The members of ad hoc committees/ subcommittees shall serve no more than two (2) year terms, unless renewed at the biennial Executive Committee meeting for an additional two (2) year term.

BYLAW VI – MEETINGS

1. A biennial meeting of ASAP shall be held at the time and place to be determined by the WSS.

a) During the biennial meeting, there shall be a meeting of the ASAP Executive Committee and a General Assembly of the membership in attendance to conduct the business of the Society. Reports of the President and Treasurer as well as the Chairs of the Executive, Membership, Nominating, Program, International, and any ad-hoc Committees shall be presented to the membership during the business session. Officers of the association and board members shall be elected by a majority vote of the members present.

b) A minimum of ten members of the Society shall be entitled to request the President to include specific items in the agenda by providing written notice at least two months in advance of the date of the General Assembly.

c) The debates in the General Assembly shall be validly held, irrespective of the number of members present. Each member has one vote. Decisions and elections shall be made by the affirmative vote of a simple majority of the members present. If the votes are equal, the President casts the deciding vote.

d) When amendments to the Constitution or the dissolution of the Society are under consideration, decision shall be made by the affirmative vote of the majority of two-thirds of the members present.

e) Existing ASAP partnerships and affiliations shall be reviewed at the annually by the Executive Committee as well as at the biennial General Assembly of the WCS meeting and renewed or cancelled as deemed appropriate.

f) The members of the Society shall be exonerated from personal liability with respect to the financial commitments of the Society, which shall be guaranteed solely by the Society’s assets. In the case of the dissolution of the Society, all its remaining assets shall be transferred to an organization aspiring to the same or to a similar purpose. Devolution of assets to the members of the Society is excluded.

g) The business year of the Society shall correspond to the calendar year.

2. In the alternating calendar years when the World Congress of Surgery is not held, ASAP may conduct a meeting consistent with its historical format – hosted by academic institutions, societies and colleges throughout the world. At this meeting, the ASAP Executive Committee will convene to fulfil its annual inperson meeting commitment. Efforts will be made by the Program and International Committees to honor hosting requests from regions and institutions that have not previously hosted the Society’s meetings.

BYLAW VII– RECOGNIZED PARTNERSHIPS AND ENDORSEMENTS

Recognizing the collaborative history and nature of ASAP, and the value of consensus and cohesion, from time to time the leadership of ASAP will take the initiative to establish partnerships and strategic alliances with like-minded organizations, institutions and programs. Review of such proposed affiliations will be completed on an ad hoc basis and require a majority vote by the Executive Committee and Board to affirm the relationship. Once approved, these relationships may be deemed official and therefore recognized by the Society. The relationship will be reviewed on an annual basis by the Executive Committee as well as at the biennial General Assembly of the WCS meeting and is subject to cancellation without explanation if the Executive Committee and Board deem necessary and confirm by majority vote.

BYLAW VIII – FEES / DUES

1. Membership dues shall be established by the General Assembly of the WSS and paid directly to them.

2. Any member whose dues remain unpaid for a period of one year shall be so informed by the Executive Secretary of the WSS. The non-payment of dues for two consecutive years will be grounds for suspension of membership from ASAP and WSS. Subscription to World Journal of Surgery will be suspended after the second reminder for owed annual dues. Payment in full of all back dues will reactivate membership to normal status.

BYLAW IX – RESIGNATIONS / EXPULSIONS

1. Resignation of members in otherwise good standing shall be accepted and recognized by the ASAP Executive Committee and presented to the membership at the biennial General Assembly.

2. Charges of unprofessional or unethical conduct against any member of ASAP must be submitted in writing to the Executive Committee. The Executive Committee’s upholding or disallowance of the charges shall be presented to the membership at the biennial meeting of ASAP. In the event of upholding of a charge, a three-fourths affirmative vote of the members present shall be required for expulsion. A Court of Honor has been established by the WSS that also serves as a resource in matters of contention in this regard.

BYLAW X – QUORUM

The members present at the biennial ASAP General Assembly shall constitute a quorum. A simple majority vote is required to elect Officers and Board members, to authorise appropriations or expenditures of money other than those required in routine business of ASAP, to expel members, and to transact other business that may come forward. In order to effect changes in the constitution and bylaws or to dissolve ASAP as a legal entity, a twothirds majority vote of the membership is required.

BYLAW XI – ALTERATIONS/REPEALS

The association may alter or repeal any bylaw by a two-thirds affirmative vote of the members present at the biennial General Assembly meeting, provided a copy of the proposed change(s) has been delivered to each member to their last known email address at least thirty (30) days in advance of the business meeting.

BYLAW XII – PROCEDURE

Proceedings of the association shall be conducted under Robert’s “Rules of Order”. Should the latter conflict with a provision of the constitution or these bylaws, the constitution or the bylaw (as the case may be) will prevail.

 

Signed this 25th of August, 2015:

Kelly McQueen, President

Stephen Bickler, President-Elect

Kathleen Casey, Secretary

Russell Gruen, Treasurer

David Watters, Past-President (Hon)