AATS By-Laws

ARTICLE II - PURPOSE

The purposes of the Association shall be:

To associate persons interested in, and carry on activities related to, the science and practice of thoracic surgery, the cure of thoracic disease and the related sciences.

To encourage and stimulate investigation and study that will increase the knowledge of intrathoracic physiology, pathology and therapy, and to correlate and disseminate such knowledge.

To hold scientific meetings featuring free discussion of problems and developments relating to thoracic surgery, and to sponsor a journal for the publication of scientific papers presented at such meetings and other suitable articles.

To succeed to, and continue to carry on the activities formerly conducted by The American Association for Thoracic Surgery, an unincorporated association.

ARTICLE IV - BOARD OF DIRECTORS

Section 1. The Board of Directors of the Association shall be composed of the President, President-Elect, Vice-President, Secretary, Treasurer, Immediate Past President, and nine Directors. All members of the Board must be Active or Senior Members of the Association. The AATS Foundation President shall serve as a non-voting member of the Board during his/her term of office.

Section 2. The Board shall be the governing body of the Association, and shall have full power to manage and act on all affairs of the Association, except as follows:

• It may not levy any general assessments against the membership but it may, in individual cases, waive annual dues or assessments.

• It may not change the Articles of Incorporation or By-Laws.

• It may neither elect new members nor alter the status of existing members, other than to apply the provisions of Article III, Section 7, and Article IX.

The Board may adopt such rules and regulations for the conduct of the Association’s affairs as the Board deems necessary or advisable, including specifically the Procedural Guidelines for Ethics Complaints Against AATS Members.

Section 3. At the conclusion of the annual meeting, the retiring President shall automatically become a Director for a one-year term office. Directors shall be elected at each annual meeting of the Association from the members to serve for a four-year term of office in the place of the elected Director whose term expires at such meeting.

One of the nine Directors shall be nominated and elected by the membership via electronic vote out of a slate of proposed individuals for the position.

No Director may be reelected to succeed himself/herself. Any Director so elected shall take office upon the conclusion of the annual meeting at which he/she is elected.

Section 4. Vacancies in the office of Director shall be temporarily filled by the Board subject to approval of the Association at the next annual meeting of the Association or by electronic vote.

Any Board member absent from Board of Directors meetings for 12 successive months will be deemed to have resigned from the Board. That vacancy is then to be filled pursuant to this section.

Section 5. Meetings of the Board may be called on not less than seven days' prior written or electronic notice by the President, the Secretary, or any three members of the Board.

Section 6. Eight members of the Board shall constitute a quorum for the conduct of business at any meeting of the Board, but a smaller number may adjourn any such meeting.

Section 7. Any action which may be or is required to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, via electronic vote distributed to all voting members, is received by a quorum of the Board. Any such consent shall have the same force and effect as a unanimous vote at a duly called and constituted meeting.

ARTICLE VI - COMMITTEES

Section 1. The Board is empowered to appoint a Membership Committee, and such other committees as may in its opinion be necessary or desirable. All such committees shall render their reports at an executive session of the Association, except that no ad hoc committee need report unless so directed by the Board.

Section 2. The Executive Committee shall consist of the President, who shall serve as Chair, President-Elect, Vice President, Secretary, Treasurer, and Immediate Past President. The Executive Committee shall provide oversight of the association’s management and financial activities during the interim between meetings of the Board

Section 3. The Membership Committee shall consist of at least ten (10) Active or Senior Members, three of whom shall be from outside North America. The duties of the Membership Committee are to investigate all candidates for membership in the Association and to report its findings as expeditiously as possible to the Board through the Secretary of the Association. A Chair shall be appointed from among the current members who shall serve a single two-year term. North American appointments to this Committee shall be for a period of three-years. Non-North American appointments to this Committee shall be for a period of two years.

Section 4. The Nominating Committee shall consist of the five (5) immediate Past Presidents of the Association. The most senior Past President shall serve as Chair. This Committee shall prepare a slate of nominees for Officers and Directors upon instruction from the Board as to the vacancies which are to be filled by election and shall present its report at the executive session of the Annual Meeting. In the event the Annual Meeting is cancelled pursuant to Article VIII, Section 9, in lieu of presenting its report at the executive session of the Annual Meeting, the Nominating Committee will circulate its slate of nominees for Officers and Directors for terms then expiring or for which vacancy has occurred to all members via such method as designated by the Board pursuant to the special election procedures in place at such time.

Section 5. The Association as a whole may authorize the Board to appoint Administrative, Scientific, or Research Committees for the purpose of investigating thoracic problems and may further authorize the Board to support financially such committees to a limited degree. When Administrative, Scientific or Research Committees are authorized by the Association, the Board shall appoint the Chairs of these Committees, with power to organize their committees in any way best calculated to accomplish the desired object, subject only to the approval of the Board. Financial aid rendered to such Committees shall not exceed such annual or special appropriations as may be specifically voted for such purposes by the Board. Members are urged to cooperate with all Scientific or Research Committees of the Association.

Section 6. The Ethics and Accreditation Committee shall consist of at least seven members appointed by the Board, one of whom shall be named as Chair by the Board. The members shall serve a five-year term, and may be reappointed. The Ethics and Accreditation Committee shall investigate complaints alleging ethical breaches of Association members received in writing or it may investigate a member’s conduct on its own initiative. The Ethics and Accreditation Committee will also serve as the governance body to review and resolve CME-related conflict of interest for AATS educational activities. A majority of the Ethics and Accreditation 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 Ethics and Accreditation Committee.

The Ethics and Accreditation Committee may discipline any member for (i) failure to meet the requirements for membership in the Association, (ii) conduct in violation of these By-Laws, the Code of Ethics adopted by the membership of the Association, or the Association’s rules and policies, (iii) being convicted of or pleading guilty to a felony or any crime arising out of the practice of medicine or involving moral turpitude, (iv) being disciplined by, or otherwise having the member’s right to practice medicine limited, suspended, terminated or otherwise affected by, any medical licensing authority, or (v) engaging in conduct inconsistent with the purposes of the Association.

Section 7. The Finance Committee shall consist of the Treasurer, President-Elect, and at least three (3) members appointed by the Board for three-year terms, one of whom shall serve as Chair and the Immediate Past Treasurer shall serve for a one (1) year term. The Committee shall be responsible for the financial oversight of the Association ensuring its long-term financial viability in accordance with the Strategic Plan established by the Board.

ARTICLE VIII - MEETINGS

Section 1. The time, place, duration, and procedure of the annual meeting of the Association shall be determined by the Board and the provisions of the By-Laws.

Section 2. Notice of any meeting of the Association shall be given to each member of the Association not less than five days nor more than one year prior to any annual meeting and not less than thirty nor more than forty days prior to any special meeting by written or printed notice delivered personally or electronically by mail, by or at the direction of the Board, the President, or the Secretary. Such notice shall state the place, day, and hour of the meeting and in the case of a special meeting shall also state the purpose or purposes for which the meeting is called.

Section 3. A special meeting of the Association may be called by the Board or on the written request of fifteen members delivered to the Board, the President, or the Secretary. The specific purposes of the meeting must be stated in the request.

Section 4. Attendance at annual meetings and participation in the scientific programs shall be optional for all Honorary and Senior Members, but it shall be expected of all Active Members.

Section 5. Each annual meeting shall have at least one executive session. If there is miscellaneous business of an urgent nature, a preliminary executive session may, at the discretion of the President, be held immediately when the Associations convenes at its Annual Meeting. The main executive session shall be held during the afternoon on the first or last day of the Meeting.

Section 6. Except where otherwise required by law or these By-Laws, all questions proposed to membership shall be decided by a majority vote of the members present at an in-person meeting or electronic vote. Voting by proxy is not permitted.

Section 7. Fifty voting members present in person shall constitute a quorum at a meeting of members.

Section 8. While the scientific session of the annual meeting is held primarily for the benefit of the members of the Association, it may be open to non-members who are able to submit satisfactory credentials, who register in a specified manner, and who pay such registration fee as may be determined and published by the Board from year to year.

Section 9. The Board may determine that convening the Annual Meeting is impossible, illegal, inadvisable, or commercially impracticable as a result of circumstances outside of the Board’s control (including, without limitation, natural disaster, terrorism, pandemic, or similar public health crisis), and as a result of such circumstances, the Board may conclude that it is in the best interest of the Association and its membership to cancel the Annual Meeting. In the event of such cancellation, the Board may call for a special election of the Officers and Directors whose terms are then expiring or for which a vacancy has occurred or will occur due to the incumbent’s unavailability or unwillingness to serve an additional term until his or her successor can be qualified and elected. The Board may determine the method and manner of conducting such special election, provided, however, such procedures shall require, at a minimum, for (i) communication of the slate prepared by the Nominating Committee to all members eligible to vote, (ii) voting to remain open for at least fourteen (14) calendar days from the date upon which the slate is distributed to voting members, (iii) not fewer than fifty (50) voting members return a completed ballot in order for the special election to be valid, and (iv) the slate to be approved by not less than a majority of those submitting a ballot to be effective.

ARTICLE X - INDEMNIFICATION

Section 1. The Association shall indemnify any and all of its Directors, officers, employees, committee members and agents, or former directors, officers, employees, committee members and agents, or other person who has served or shall serve at the Association’s request or by its election as a director or officer of another corporation or association, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors, officers, employees, committee members or agents of the Association, or directors or officers of such other corporation or association, provided, however, that the foregoing shall not apply to matters as to which any such director, officer, employee, committee member or agent, or former director, officer, employee, committee member or agent or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty or to such matters as shall be settled by agreement predicated on the existence of such liability.

Section 2. Upon specific authorization by the Board, the Association may purchase and maintain insurance on behalf of any and all of its directors, officers, employees, committee members or agents, or former directors, officers, employees, committee members or agents, or any person who has served or shall serve at the Association’s request or by its election as a director or officer of another corporation or association, against any liability or settlement based on asserted liability, incurred by them by reason of being or having been directors, officers, employees, committee members or agents of the Association or directors or officers of such other corporation or association, whether or not the Association would have the power to indemnify them against such liability or settlement under the provisions of Section 1.

ARTICLE XII - INITIATION FEES, DUES AND ASSESSMENTS

Section 1. Honorary Members of the Association are exempt from all initiation fees, dues, and assessments.

Section 2. Annual dues for Active Members shall be established by the Board and shall include a year’s subscription to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY.

Section 3. Senior Members are exempt from dues.

Section 4. The initiation fee for those elected directly to Active Membership shall be established by the Board.

Section 5. Subscription to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY is optional for Senior Members.

Section 6. Bills for membership dues and for subscriptions to THE JOURNAL OF THORACIC AND CARDIOVASCULAR SURGERY will be sent to members by the Treasurer at the beginning of the fiscal year.

ARTICLE XIV - AMENDMENTS

Section 1. These By-Laws may be amended by a two-thirds vote of the members present and voting at an executive session of a properly convened annual or special meeting of the Association provided that the proposed amendment has been moved and seconded by not less than three members at a prior executive session of that meeting or a prior meeting of the Association.

These By-Laws may also be amended by an electronic ballot delivered to each voting Member. Ballots shall remain open for no fewer than fourteen (14) days with no fewer than two reminders distributed to all voting members within that time. Not fewer than fifty (50) of the Association’s voting members must return a completed ballot in order for the vote to be effective and approval by two-thirds of those returning completed ballots shall be required for the adoption of the proposed amendments.

Section 2. These By-Laws may be suspended in whole or in part for a period of not more than twelve (12) hours by a unanimous vote of those present and voting at any regularly convened meeting of the Association.