Florida Chapter American College of Surgeons 2018 Annual Business - - PDF document

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*Indicates Attachment (all other reports are oral) Florida Chapter American College of Surgeons 2018 Annual Business Meeting Loews Sapphire Falls Orlando, FL April 7, 2017 Agenda Call to Order Patricia Byers, MD, FACS Secretary’s Report* John Armstrong, MD, FACS

• Adoption of 2017 annual business minutes minutes

Deepak Nair, MD, FACS, Treasurer’s Report Bylaws Proposal (on behalf of the Council)* Patricia Byers, MD, FACS

• Adoption of proposed bylaws

Nominating Committee Report* Joseph Gallagher, MD, FACS Awards & Recognitions Patricia Byers, MD, FACS Jose Trevino, MD, FACS Gavel Presentation Christine Laronga, MD, FACS ACS Foundation Report Patricia Numann, MD, FACS New Business/Adjourn Patricia Byers, MD, FACS Poster Awards and Oral Abstract Presentations Moderator Jose Trevino, MD, FACS Basic Science Clinical Science First Place First Place Second Place Second Place Third Place Third Place Commission on Cancer First Place Second Place Third Place

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1 Florida Chapter, American College of Surgeons 1 Annual Business Meeting 2 Saturday, April 29, 2017 3 4 DRAFT 5 6

CALL TO ORDER Joseph Gallagher, MD, President, called the

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Florida Chapter of the American College of

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Surgeons (Chapter) annual business meeting to

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• rder at 5:46 PM EST.

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SECRETARY’S REPORT Christine Laronga, MD, Secretary, presented the

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minutes of the 2016 Annual Business Meeting. A

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motion was made to approve the 2016 Annual

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Business Meeting minutes.

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MOTION 17-04-28 MOTION ADOPTED TO APPROVE THE

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2016 ANNUAL BUSINESS MEETING

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MINUTES.

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TREASURER’S REPORT John Armstrong, MD, Treasurer, presented the

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Treasurer’s report.

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NOMINATING COMMITTEE Joseph Gallagher, MD, President, presented the

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Nominating Committee report on behalf of Jaime

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Membreno, MD, Immediate Past President. The

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following Officers were presented for election for

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the 2017-2018 term:

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President: Patricia Byers, MD

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President-Elect: Christine Laronga, MD

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Secretary: John Armstrong, MD

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Treasurer: Deepak Nair, MD

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Joseph Gallagher, MD will automatically assume

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the role of Immediate Past President upon

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election of a new president.

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The following Councilors were presented for

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election to a three-year term:

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• 1. Joseph Ibrahim, MD, FACS (2017-2020)

42 A motion was made to elect the slate of 43 Officers and Councilors. 44 45 MOTION 17-04-28 MOTION ADOPTED TO ELECT THE 46 SLATE OF OFFICERS AND 47 COUNCILORS. 48 49

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2 AWARDS AND RECOGNITION

• Dr. John Rioux was presented the Ray

50 Alexander Award. Dr. Gallagher was 51 presented with a recognition award for his 52 service to the Chapter. 53 54 GAVEL PRESENTATION The President’s gavel was passed to Dr. 55 Byers and she will take office at the 56 conclusion of the annual meeting. 57 58

ADJOURNMENT There being no further business to discuss, the

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meeting was adjourned by Dr. Gallagher at 6:10

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PM EST.

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PROPOSED REVISION BYLAWS OF THE FLORIDA CHAPTER OF THE AMERICAN COLLEGE OF SURGEONS (As approved by the Council of the Florida Chapter, ACS, on February 20, 2018, to forward for vote at the Annual Membership Meeting on April 7, 2018) ARTICLE I Name and Purpose Section 1—Name. The corporation shall be known as the Florida Chapter of the American College of Surgeons, Incorporated (hereinafter referred to as the "Chapter"). Section 2—Purpose. The purpose of the Chapter is to advance the goals of the American College of Surgeons (hereafter referred to as the “College”) in Florida. These goals are educational and professional within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986 (as amended), and include improving the care of the surgical patient and safeguarding standards of surgical care in an optimal and ethical practice environment. No part of the earnings of the Chapter shall inure to the benefit of any Officer, director, or member. ARTICLE II Members Section 1—Membership Eligibility. In order to be eligible for chapter membership, applicants must:

 Hold active membership with the American College of Surgeons as a Fellow

(active or retired), Associate Fellow, Resident, Medical Student or Affiliate;

 Practice or reside within the geographic territory of the Chapter; and  Pay dues as set forth by the Council.

An application procedure for obtaining chapter membership may be established by the Council. Section 2- Categories of Membership. The Chapter shall have five categories of

membership, as defined by active membership in the American College of Surgeons: Fellow, Associate Fellow, Resident, Medical Student, and Affiliate.

Section 3—Election of Members. Applicants for membership shall be reviewed and considered for election by the Council. An affirmative vote by a majority of the Council shall be required for election of applicants at any Council meeting. Section 4—Voting and Office Holding Rights. Only Active Fellow, Associate Fellow, and Resident members of the Chapter shall be eligible to vote and hold office in the Chapter.

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Section 5—Termination of Membership. Membership in the Chapter shall terminate:

 When a member ceases to be an ACS member in good standing;  Upon the receipt by the Council of the written resignation of a member (by letter

• r electronic mail);

 Upon the failure of a member to pay dues for a period of one year; or  When a member of the Chapter moves out of the Chapter’s designated

geography. Section 6—Reinstatement of Membership. A person whose membership in the Chapter has been terminated due to a lapse in active membership status with the American College of Surgeons may be reinstated upon reinstatement of membership with the American College of Surgeons. A person whose membership in the Chapter has been terminated due to nonpayment of Chapter dues may be reinstated upon payment in full of outstanding dues owed to the Chapter, if the membership is current with the ACS. Reinstatement shall be by majority vote of the Council. ARTICLE III Meetings of Members Section 1—Annual Meeting. An annual business meeting of the members of the Chapter shall be held for the purpose of electing Officers and Councilors and for the transaction of other business as may come before the meeting. The meeting shall be held at a date and location as determined by the Council. Section 2—Special Meetings. Special meetings of the members may be called at any time either by the President or by majority vote of the Council. Section 3—Notice of Meeting. Published notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member not less than 30 days before the date of the meeting, by mail or email, and with posting on the Chapter Website, as directed by the President or the Secretary. If mailed by post, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope with postage prepaid, addressed to the member at his or her address as it appears in the records of the Chapter. If e-mailed, such notice shall be deemed to be delivered when sent to the member at his or her e-mail address as it appears in the records of the

• Chapter. Members are responsible for maintaining their current contact information with

the Chapter and the College. Section 4—Voting Lists. Before each meeting of the members, the Secretary will verify a complete list of members entitled to vote at the meeting, arranged in alphabetical order.

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Section 5—Quorum. The Chapter members who are present and capable of conveying their votes, in-person, at any meeting of the members, shall constitute a quorum. Section 6—Manner of Acting. The act of a majority of the voting members present in person at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by statute, the Articles of Incorporation, or these bylaws. Section 7—Informal Action by Membership. Any action required by statute, the Articles of Incorporation, or these bylaws and that is to be taken at a meeting of members

• f the Chapter, may be taken without a meeting if a consent in writing or e-mail, setting

forth the action so taken, shall be signed by a two-thirds majority of those members entitled to vote with respect to the subject matter thereof. ARTICLE IV Council Section 1—General Powers. As the principal governing body of the Chapter, the Council shall make policies and conduct activities for the Chapter, while maintaining the financial health of the Chapter. Council members shall encourage College members within their local areas to become members of the Chapter and shall participate in Chapter activities. Section 2—Composition. The Council members shall consist of the Officers of the Chapter, Councilors, the Governors of the College representing the Florida Chapter, the Chapter Representative to the Florida Medical Association’s Specialty Society Section, and the Chairs of each Standing Committee. The Chair of the Florida Committee on Trauma shall be appointed as an ex officio, non-voting member of the Council. The President shall chair the Council. Section 3—Executive Director. The Council may appoint an Executive Director. The Council shall exercise care and responsibility for Chapter affairs and property through

• versight of an Executive Director. The Executive Director shall manage and direct the

day-to-date duties of the Chapter in a manner consistent with industry best practices, including financial management, data management and security, and professionalism. Section 4—Role, Election and Term of Office of the Councilors. Councilors shall serve as elected liaisons between the College Committee on Applicants regions and the

• Chapter. There shall be one Councilor per College Committee on Applicants region

within the College-determined boundaries of the Florida Chapter and who lives in that

• region. At the annual meeting, a Councilor may be elected for up to a three-year term

by a majority of the members voting at the annual meeting. A Councilor may serve no more than six years total as Councilor and may not serve concurrently as a Governor. Councilors shall be recommended by the Chapter for membership on their respective local Committees on Applicants. As members of the Committees on Applicants in their

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respective regions, Councilors shall participate in the interview process of prospective Fellows. Section 5—Selection and Role of College Governors. The College shall notify the Chapter when there is a pending vacancy for Governor. The Secretary shall present nominations for Governor from the Chapter membership to the Council. The Council shall select two individuals from the nominations—one nominee for Governor and an

• alternate. The nominee and alternate information shall be forwarded to the College by

the deadline set by the College. The Chapter shall be notified after the Clinical Congress about the selected Governor(s). Governors shall be active members of the Chapter, attend Council and member meetings, provide an annual report to the Chapter

• f their activities as Governor, promote ACS Fellowship in the Florida Chapter, welcome

new Fellows into the Chapter, and participate in the activities of local Committees on Applicants. Section 6—Florida Medical Association Representatives. The President shall annually appoint the Chapter representative to the Florida Medical Association’s Specialty Society Section. The President shall appoint members to the Chapter delegation and select the delegation Chair for each annual meeting of the Florida Medical Association. Section 7—Executive Committee. The President, President-elect, Secretary, Treasurer, and immediate past-President are the Officers of the Chapter and the Executive Committee of the Council. The Executive Committee shall have responsibility for strategic planning and annual evaluation of the Executive Director, as well as such powers and duties as may be defined from time to time by the Council. The President shall chair the Executive Committee and determine meeting frequency and method. Section 8—Annual Meeting. The annual meeting of the Council shall be held without notice other than required by these bylaws immediately after or immediately preceding and at the same place as the annual meeting of the members. Should an annual meeting

• f the members not be held during a particular year due to unforeseen circumstances, an

in-person meeting of the Council shall still occur in that year. Section 9—Other Meetings. Other meetings of the Council may be called by the President or at the request of four Council members. The place and method for holding such meetings shall be determined by the President or Council members calling the meeting. Section 10—Attendance. Council members shall attend the annual and other scheduled Council meetings. Any absence must be reported to the President or Executive Director prior to the scheduled meeting. If a member is absent for more than half of scheduled meetings in one year without prior notification or otherwise unexcused by the President, the member’s term shall be deemed expired, and a vacancy shall occur. Section 11—Removal of Council Members. Any Council member may be removed from office with just cause or for failure to perform duties of the office. Removal shall be

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by two-thirds vote of the Council members present at a meeting of the Council at which quorum is present. Such removal shall be effective immediately. Section 12---Notice of Meetings. Written, electronic, or printed notice of other meetings of the Council shall state the place, day, hour and method of the meeting and the purpose for which the meeting is called. Such notice shall be given to each member

• f the Council at least seven days before the date of the meeting and delivered by mail,

e-mail, or direct telephonic exchange to each member of the Council at his or her address/number as shown in the records of the Chapter. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. If notice is emailed, it shall be deemed to be delivered at the time and date that the email is sent. Section 13—Quorum. A majority of the members of the Council shall constitute a quorum for the transaction of business at any meeting of the Council, provided that if less than a majority of the members is present at any meeting, a majority of the members of the Council present may adjourn the meeting to another time without further notice. Section 14—Manner of Acting. The act of a majority of the Council members present at a duly called meeting at which a quorum is present shall be the act of the Council, unless the act of a greater number is required by statute, the Articles of Incorporation, or these bylaws. Section 15—Informal Action of the Council. Any action which is required by law, the Articles of Incorporation, or these bylaws and that is to be taken at a meeting of the Council, or any other action which may be taken at a meeting of the Council, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by a two-thirds majority of the members of the Council entitled to vote with respect to the subject matter. Any such consent signed by a two-thirds majority of the of the members of the Council shall have the same force as a vote at a duly called and constituted meeting of the Council. Section 16—Vacancy. Any vacancy on the Council, except for Governor, may be filled by nomination of the President with approval by the majority of the remaining Council

• members. A Council member elected to fill a vacancy shall only serve until the next

annual meeting. ARTICLE V Officers Section 1—Election and Term of Officers. The President-elect, Secretary, and Treasurer of the Chapter shall be elected annually by the members at the business

• meeting. Each Officer shall hold office until the next annual meeting of the members or

until his or her successor shall have been duly elected and qualified. The President-elect shall become President at the next annual meeting of the members, at which time the

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• utgoing President shall become the immediate past-President. Officers shall not serve

more than one term in the same position. Section 2—Vacancies. A vacancy in any office may be filled as specified in Article IV, Section 15. An appointee to the office of President-elect shall be considered for election as President at the next annual meeting of the members. Section 3—Removal from Office. An Officer may be removed for just cause or for failure to perform duties of the office as specified in Article IV, Section 10. ARTICLE VI Duties of Officers Section 1—President. The President shall exercise authority as the principal governing Officer and shall preside at all meetings of the membership, Council and Executive Committee; direct and guide preparation of agendas for such meetings; serve as the primary spokesperson for the Chapter; make and coordinate assignments for members

• f the Council; and assure a sound working relationship between the Council and the

Executive Director. The President shall appoint and may remove members of all committees of the Chapter, whenever, in his or her judgment, the best interests of the Chapter are served by such removal. Section 2--President-elect. The President-elect shall perform duties as may be assigned by the President or the Council. In the absence or at the request of the President or in the event of the President's incapacitation or inability to act, the President- elect shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. The President-elect shall be the Program Chair for the annual meeting. Section 3—Secretary. The Secretary shall (1) ensure the presence of accurate and sufficient documentation that meets legal requirements for the Chapter; (2) confirm the accuracy and availability of the minutes of Council, Executive Committee, and member meetings; (3) make sure that a current copy of the bylaws and Council roster is available at all meetings; (4) ensure that proper notification of meetings is given as specified in the bylaws; (5) working with the Chair of the membership committee, support maintenance

• f accurate membership records; maintenance of the membership records of the Chapter

may be delegated to the Executive Director with oversight by the Secretary and regular review by the Council; (6) verify completion and timely submission of the College Chapter Annual Report Form; and (7) perform all duties customarily incident to the office of Secretary and such other duties as from time to time may be assigned by the President

• r the Council, to include annual review of the Chapter bylaws. Based on the findings of

this review, the Council may approve a bylaws review committee, chaired by the Secretary. Section 4—Treasurer. The Treasurer shall be the principal accounting and financial

• fficer of the Chapter and shall be responsible for (1) the maintenance of adequate books

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• f account for the Chapter; (2) charge and custody of all funds and securities of the

Council, to include the receipt and disbursement thereof; and (3) arrangement for deposit

• f all funds and securities of the Chapter in such banks, trust companies or other

depositories as shall be selected by the Council. The Treasurer shall propose an annual budget for approval by the Council and perform all the duties customarily incident to the

• ffice of the Treasurer and such other duties as, from time to time, may be assigned by

the President or the Council. Maintenance of financial records of the organization may be delegated to the Executive Director with oversight by the Treasurer and regular review by the Council. The Treasurer shall monitor records of payment, drafts, or notes of indebtedness issued in the name of or payable to the Chapter. Section 5—Immediate Past-President. The immediate past-President shall Chair the Nominating Committee and perform duties as may be assigned by the President or the Council. ARTICLE VII Committees Section 1—Standing Committees. The standing committees of the Chapter are (1) Advocacy, (2) Cancer, (3) Membership, (4) Nominating, and (5) Program. Chairs of the Advocacy, Cancer, and Membership committees shall be appointed by the President and shall be voting members of the Council. The Chair of the Program Committee shall be the President-elect, and the Chair of the Nominating Committee- shall be the immediate past-President. Other recurring committees may be created by resolution of the Council and shall report through the standing committees. Section 2—Section Committees. The Resident and Fellows Section, Women in Surgery Committee, and Young Fellows Association are committees of the Chapter and shall report to the Council. Section 3—Ad Hoc Committees. Ad hoc committees may be established by resolution

• f the Council. The composition, purpose, and sunset date for any ad hoc committee shall

be provided in such resolution. A majority of the members of each ad hoc committee shall be Council members. The President shall appoint the Chair of each ad hoc

• committee. Once an ad hoc committee has completed assigned tasks, it shall cease to

exist. Section 4—Term of Office. The Chair of the Committee on Cancer shall serve a three year term from appointment and shall be eligible for reappointment to a second sequential three year term. Standing and recurring committee Chairs and members shall serve from appointment until the next annual meeting of the Council. Ad hoc committee Chairs and members shall serve until assigned tasks have been completed. Committee Chairs, other than those of the Program and Nominating Committees, may be removed by the

• President. A committee Chair is limited to six years of total service for a particular

committee.

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Section 5—Quorum and Manner of Acting. Each committee shall be comprised of a minimum of three members. A majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a duly called meeting at which a quorum is present shall be the act of the committee. ARTICLE VIII Fiscal Year The fiscal year of the Chapter shall begin on the first day of January and end on the last day of December of each calendar year. ARTICLE IX Dues Annual dues shall be set by the Council at its annual meeting. Additional assessments may be made by the Council, should they be deemed necessary, at any annual or other Council meeting. Fellows shall not be charged dues beyond 69 years of age. ARTICLE X Rules of Procedure To the extent not governed by Florida law, the Chapter's Articles of Incorporation, or these Bylaws, all questions of procedure regarding the affairs of this Chapter, including the conduct of meetings of the members, the Council, and committees, shall be governed by the most current edition of Robert’s Rules Order. ARTICLE XI College of Surgeons The Chapter is a legal entity, separate and distinct from the American College of

• Surgeons. The American College of Surgeons is not liable for any debts or obligations of

the Chapter, nor is the Chapter liable for debts or obligations of the American College of Surgeons. Neither the Chapter, nor any of its Officers or members, is authorized to represent or in way bind the American College of Surgeons nor shall any of them in any way hold themselves out as being so authorized. ARTICLE XII Indemnification To the full extent permitted by law, unless due to the individual's gross negligence or willful misconduct, the Chapter shall indemnify any and all of its Councilors, Officers or committee members, and every former Councilor, Officer or committee member, for certain expenses and other amounts paid in connection with legal proceedings in which any such person becomes involved by reason of serving in any such capacity with or for

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the Chapter. The Chapter may purchase and maintain insurance on behalf of any or all Councilors, Officers or committee members against any liability asserted against any such person, and incurred in any such capacity, whether or not the Chapter would have the power to indemnify them against such liability under the provisions of this Article or

• therwise.

ARTICLE XIII Amendments These bylaws may be altered, amended or repealed, and new bylaws may be adopted, by a two- thirds vote of the voting members present at the annual meeting of the Chapter, provided that written notice of the proposed change or changes shall have been given to each voting member ahead of time, in accordance with the requirements set forth in Article III. ARTICLE XIV Dissolution In the event of the dissolution of the Chapter, all of the net assets (after business closure and payment of all outstanding liabilities) shall be transferred to an organization recognized by the Internal Revenue Service as tax-exempt pursuant to sections 501(c)(3)

• r 501(c)(6) of the Internal Revenue Code or any succeeding statute.

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MEMORANDUM Date: April 7, 2018 To: Council, Florida Chapter, American College of Surgeons From: Joseph Gallagher, MD, FACS, Chair, Nominating Committee Re: 2018 Nominating Committee Report In accordance with the Bylaws of the Florida Chapter of the American College of Surgeons and the Chapter Policy & Guidelines for Nominations to Chapter Positions, the Nominating Committee offers the following slate of candidates for the Florida Chapter Officer and Councilor positions: Officers The following members are nominated for Officer positions for the 2018-2019 term: President: Christine Laronga, MD, FACS President-Elect: John H. Armstrong, MD, FACS Secretary: Deepak G. Nair, MD, FACS Treasurer: Jay A. Redan, MD, FACS Patricia Byers, MD, FACS will automatically assume the role of Immediate Past President upon election of a new president. Councilors The following members are nominated for the Councilor positions with the corresponding terms: Councilor Councilor Role Term Vacant* COA 1 2018-2019 Edwin Gonzalez, MD, FACS COA 2 2018-2020 Peter Pappas, MD, FACS COA 3 2018-2020 John Mullinax, MD COA 4 2018-2021 Ali Kasraeian, MD, FACS At-large Councilor 2018-2019 Holly Neville, MD, FACS At-large Councilor 2018-2021 *The vacancy will be filled in accordance with the Florida Chapter bylaws following the annual business meeting. Current councilors, to be grandfathered in accordance with their current Councilor term: Councilor Existing Term Eli Lerner, MD, FACS 2016-2019 Alan Pillersdorf, MD, FACS 2016-2019 Vic Velanovich, MD, FACS 2016-2019 Joseph Ibrahim, MD, FACS 2017-2020 *Deepak Nair, MD, FACS is a current Councilor prohibited from remaining a Councilor by virtue of the proposed Bylaws and his position as Officer.