ABOUT PNWVS

(Revised 10/19/12)

ARTICLE I

The name shall be Pacific Northwest Vascular Society.

ARTICLE II

The objective of this Society shall be:

To contribute to the understanding of peripheral vascular diseases.
To promote the professional development of specialists in vascular disease.
To maintain high standards in caring for the patient with vascular disease.
To provide a forum for the presentation of scientific information and the proposal of theories concerning vascular diseases.

ARTICLE III

SECTION I.

Membership shall be limited to physicians having an active practice in vascular disease. At the time of election to membership members must meet one of the following requirements

Be certified by The American Board of Surgery.
Be a Fellow of The American College of Surgeons, or of the Royal College of Surgeons of Canada.
Hold a Certificate of Added Qualifications in Vascular and Interventional Radiology from the American Board of Radiology (or Canadian equivalent).
Be a member of the Society of Interventional Radiology.
Hold a Subspecialty Certificate in Cardiovascular Disease from the American Board of Internal Medicine (or Canadian equivalent).
Be a Fellow of the American College of Cardiology or the Society for Vascular Medicine and Biology.

SECTION II.

Classification of Membership will be defined by the bylaws of the Pacific Northwest Vascular Society.

SECTION III.

All members joining in 1983 and 1984 shall be considered founding members.

ARTICLE IV

SECTION I.

Officers of this Society shall consist of a President, President-Elect, and Secretary-Treasurer.

SECTION II.

The officers shall be elected at the Annual Assembly in accordance with the procedures set forth in the Bylaws.

SECTION III.

There shall be a Council of the Society (board of directors) consisting of the President, President-Elect, Secretary, immediate Past President, and six councilors elected (at large).

ARTICLE V

An annual assembly of the Society shall be held with special meetings of the Society as may be called by the Presidents with concurrence of the Board of Directors.

SECTION I.

The Society may alter or repeal any article of this Constitution by a two-thirds (2/3) affirmative vote of members present at the annual assembly, plus voting by proxy, provided that a copy of the proposed change has been delivered to each voting member thirty days in advance of the assembly meeting.

SECTION II.

Amendments to the Bylaws may be made at the annual meeting provided a quorum, as defined in the Bylaws is present.
 

Bylaws of Pacific Northwest Vascular Society

A Washington Nonprofit Corporation
(Revised 10/18/2012)

ARTICLE I

NAME OF CORPORATION

The name of the corporation shall be the “Pacific Northwest Vascular Society,” and it may sometimes be referred to in these Bylaws as the “Corporation.”

ARTICLE II

PURPOSES

The purposes for which the Corporation is formed are those set forth in its Articles of Incorporation.

ARTICLE III

PRINCIPAL OFFICE

The principal office of the Corporation shall be the office of the current secretary-treasurer. The Corporation may have such other offices as may, from time to time, be designated by its Board of Directors.

ARTICLE IV

MEMBERSHIP

A. VOTING RIGHTS. Each active member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

B. MEMBERSHIP.Membership shall be limited to physicians having an active practice in vascular disease. Members must meet one of the following requirements:

Be certified by The American Board of Surgery.
Be a Fellow of The American College of Surgeons, or of the Royal College of Surgeons of Canada.
Hold a Certificate of Added Qualifications in Vascular and Interventional Radiology from the American Board of Radiology (or Canadian equivalent).
Be a member of the Society of Interventional Radiology.
Hold a Subspecialty Certificate in Cardiovascular Disease from the American Board of Internal Medicine (or Canadian equivalent).
Be a Fellow of the American College of Cardiology or the Society for Vascular Medicine and Biology.

Additionally, members must meet the requirements of one of the four classes of membership set out below.

C. CLASSIFICATION OF MEMBERSHIP. The members of the Corporation shall be divided into the following classes and shall be selected for membership based upon the criteria set out in connection with each class. 1. ACTIVE MEMBERS. All active members shall be physicians fulfilling membership requirements residing in the States of Alaska, Idaho, Washington, Oregon, Hawaii, and Montana, or the provinces of Alberta, British Columbia, and Saskatchewan, Canada.

Active members must fulfill at least one of the following criteria:

Hold a certificate of competence in general vascular surgery, vascular and interventional radiology, or cardiology as recognized in the United States or Canada
Previous major contribution to the field of vascular disease
Membership in the Society for Vascular Surgery, the International Society for Cardiovascular Surgery, the Society of Interventional Radiology, or the Society for Vascular Medicine and Biology

Should a person desiring membership meet none of the above criteria, that person may submit a list a major vascular reconstructions or interventions which have been performed, and which should include, but need not be limited to, at least fifty (50) consecutive major vascular reconstructions or interventions, which list will be reviewed by the Membership Committee of the Corporation and if approved by the Membership Committee, the applicant’s name shall be in turn approved by the Board of Directors of the Corporation and the membership, pursuant to Paragraph D. of this Article.

2. ASSOCIATE MEMBERS. Associate membership shall be available to those who do not qualify for active membership, but who have an interest in vascular diseases. Candidates for such membership shall be proposed in writing to the Membership Committee through the Secretary-Treasurer and shall be selected pursuant to Paragraph D. of this Article.

3. SENIOR MEMBERS. Senior membership status shall be granted to active members who have retired from the active practice of medicine who have requested transfer of their membership status to senior status by submission of such request in writing to the Board of Directors. Senior members shall be excused from paying corporate dues.

4. HONORARY MEMBERS. Honorary members shall consist of individuals who have made significant contributions to the discipline of vascular disease or to the Corporation. Candidates for honorary membership shall be proposed in writing to the Membership Committee of the Corporation through the Secretary-Treasurer and shall be approved by the Board of Directors and the general membership pursuant to Paragraph D. of this Article. Honorary members shall be excused from paying corporate dues and shall not be required to meet the minimum annual meeting attendance requirements.

5. FOUNDING MEMBERS. All members joining the Corporation in the 1983 and 1984, shall be additionally classified as founding members.

D. SELECTION OF MEMBERSHIP. Any physician meeting the general membership requirements for membership may submit an application for membership in the Corporation, which shall be available from the Secretary-Treasurer of the Corporation upon request of any member. Completed application forms signed by the individual requesting membership, one sponsor member and two endorser members shall be delivered to the Secretary-Treasurer of the Corporation at least four (4) months prior to the annual meeting, provided however, the signatures of a sponsor member and two endorser members shall not be required on founding members’ applications. A non-refundable application fee determined by the Board of Directors shall be assessed each applicant. Applications received by the Secretary-Treasurer shall be reviewed by the Membership Committee of the Corporation which shall recommend acceptance or denial of the applicant’s request for membership in the Corporation. The names of all individuals who are recommended for membership by the Membership Committee shall be submitted to a vote of the Board of Directors and, if approved by the Board of Directors, shall in turn be submitted to a vote of the membership at the Corporation’s annual meeting, and shall be accepted as members upon receipt of a three-quarters (3/4) affirmative vote of the members present at the annual meeting.

E. CERTIFICATES OF MEMBERSHIP. Certificates or other evidence of membership in the Corporation may be issued. They shall exhibit the member’s name, his class of membership, and shall be signed by the President and Secretary-Treasurer of the Board of Directors of the Corporation.

F. STATUS OF MEMBERSHIP. Membership in the Corporation shall be personal, shall not survive the death of any individual member, and may not be transferred by any means. A member may resign at any time by written notice to the Corporation.

A member may be expelled for unprofessional or unethical conduct under the following circumstances. Charges of unprofessional or unethical conduct against any member of the Corporation which challenge that physician’s right to continued membership may be submitted by any member to the Board of Directors of the Corporation. Such charges must set forth specific grounds for such unprofessional or unethical conduct and must be in writing. The member whose conduct is being challenged shall be notified of the charge in writing and shall be provided with an opportunity to reply to the charge. Both the challenge and the member’s response shall be submitted to a vote of the Board of Directors who may expel such member by the affirmative vote of two-thirds (2/3) or more of the Directors. The Board of Directors’ vote shall be announced at the next annual meeting and may be overruled by a three-fourths (3/4) vote of those members present at the annual meeting.

In the event any active member’s dues shall remain unpaid for a period of one (1) year, such member shall be dropped from membership after giving notification to that member at least three (3) months prior to the effective date of lapse of such member’s membership.

G. ANNUAL MEETING. The annual meeting of the members shall be held at such time and at such place as shall be determined by the Board of Directors and shall be announced to the membership by written or printed notice stating the place, day and hour of any meeting, which shall be delivered either personally or by mail to the members not less than ten (10) nor more than thirty (30) days prior to the date of such meeting.

The deliberations of the Board of Directors shall be reported by the Secretary-Treasurer to the membership at the annual meeting. The reports of the Nominating Committee and Membership Committee as well as other committees shall also be presented to the membership during the annual meeting.

H. MEMBERSHIP ACTION WITHOUT MEETING. From time to time, other business may be transacted by ballot of the membership tabulated one month from date of mailing, subject to ratification by the full membership at the next annual meeting.

I. SPECIAL MEETINGS. Special meetings of the membership may be held at such time and at such place as shall be determined by the Board of Directors and shall be announced to the membership by written or printed notice stating the place, day and hour of any meeting which shall be delivered either personally or by mail to the members not less than ten (10) nor more than thirty (30) days prior to the date of such meeting.

J. QUORUM. The members present at a meeting shall constitute a quorum to transact the business of a meeting of the membership except as otherwise provided in the Articles of Incorporation or these Bylaws.

K. DUES. Initiation fees, dues and assessments shall be levied by the Board of Directors and approved by the membership at the annual meeting of the Corporation provided, however, honorary members and senior members shall be exempt from the payment of dues.

L. SCIENTIFIC SESSIONS. Corporation may, from time to time, sponsor scientific meetings, which may be attended by any physician, whether or not such physician is a member of the Corporation.

ARTICLE V

BOARD OF DIRECTORS

A. GENERAL POWERS. The affairs of the Corporation and its business and property shall be managed by its Board of Directors.

B. NUMBER AND QUALIFICATION OF BOARD OF DIRECTORS. The number of Board of Directors shall be not less than four (4) nor more than ten (10) and shall consist of the President, the President-Elect, the immediate Past President, the Secretary-Treasurer, and six (6) Directors who shall be elected at large from the membership.

C. TERM OF OFFICE. The members of the Board of Directors who are members by virtue of their office in the Corporation shall serve a term coincident with their term of office. The members of the Board of Directors who are Directors-at-large shall be elected to three-year terms. Initially, three-at-large members of the Board of Directors shall be elected, one to serve a three-year-term, one to serve a two-year-term, and one to serve a one-year-term. Due consideration shall be given to regional representation in electing such Directors.

D. REGULAR MEETINGS. The Board of Directors shall hold an annual meeting at the annual meeting of the membership of the Corporation, which shall be held without any other notice than this Bylaw. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Financial support will be provided for active duty members of American and Canadian Armed Forces. The amount of support will be determined by the Executive Committee.

E. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at the discretion and pleasure of the President or upon written notice of any two (2) members of the Board of Directors. Such meetings shall be held at the principal office of the Corporation or at such other place as the director or directors calling the meeting of the Board of Directors shall be limited to the purpose or purposes stated in the notice of the meeting provided, however, if all members of the Board of Directors are present, other matters may be taken up by unanimous consent

F. NOTICE. Notice of all meetings of the Board of Directors, with the exception of the regular annual meeting, shall be given to the Board members and Advisory Board members at least two (2) days before the meeting by written notice delivered either personally or sent by mail or electronic communication to each director at his address as shown on the records of the Corporation. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting unless specifically required by law or by the Bylaws.

G. QUORUM. A minimum of one half (½) of the Board of Directors shall be required to constitute the quorum for transaction of business at any meeting of the Board of Directors. If less than this number of directors is present at any meeting, the majority of the directors present may adjourn the meeting from time to time without further notice.

H. BOARD DECISIONS. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

I. COMPENSATION. Members of the Board of Directors shall not receive any stated salaries for their services. Nothing herein contained however shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. By resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meetings of the Board of Directors.

J. MINUTES. Minutes of all proceedings of the Board of Directors shall be maintained by the Secretary of the Corporation.

K. COMMITTEES. The President, upon the advice of the Board of Directors, may designate and appoint such committees as he may deem necessary, either as special or permanent committees, to assist him. The following committees shall be permanent committees: Membership Committee, Nominating Committee, Program Committee, Committee on Arrangements for the Annual Meeting, Auditing Committee and Bylaws Committee.

The Membership Committee shall consist of one (1) of the senior-at-large directors, who shall serve as chairman, and one (1) of the junior-at-large directors plus one (1) other member of the Corporation. The Secretary-Treasurer shall be an ex-officio member. The Committee shall recommend individuals to be proposed as members of the Corporation to the Board of Directors.

The Nominating Committee shall consist of the immediate Past President and the one (1) member of the Corporation appointed by the incoming President and shall nominate corporate officers to be submitted to a vote of the membership at the annual meeting. The Secretary-Treasurer shall be an ex-officio member.

The Program Committee, the Committee on Arrangements for the Annual Assembly, and the Auditing Committee shall be appointed annually by the incoming President with the advice of the Board of Directors, and shall serve a term which coincides with the term of the incoming President.

The Auditing Committee shall audit the books of the Corporation and present its report to the Corporation’s membership during the business portion of each annual meeting.

The Bylaws Committee shall consist of one (1) of the senior-at-large directors who shall serve as chairman, and one (1) of the junior-at-large directors plus one (1) member of the Corporation. The Secretary-Treasurer shall be an ex-officio member.

All committees shall be chaired by a member appointed by the President with the advice of the Board of Directors.

Chairman of the Membership Committee and the Bylaws Committee shall be appointed by the President from those members of the Board of Directors required by the Bylaws to be members of the respective committee.

L. GIFTS. The Board of Directors may accept, on behalf of the Corporation, any contributions, gift, bequest, or device for any purpose of the Corporation.

ARTICLE VI

OFFICERS

A. OFFICERS. The officers of the Corporation shall be a President, President-Elect, and Secretary-Treasurer. Such officers shall have the authority and perform the duties as prescribed from time to time by the Board of Directors.

B. ELECTION AND TERM OF OFFICE. The Nominating Committee shall submit a slate of proposed officers to the membership at the annual meeting and nominations may also be made by active members from the floor of the annual meeting. The officers of the Corporation shall be elected by majority vote of the active members from the active members of the Corporation at the annual meeting of the membership provided a quorum is present. The President-Elect shall be elected for a one (1) year term, and thereafter shall fulfill the office of the President for a one (1) year term. The Secretary-Treasurer shall be elected for a three (3) year term. Each such officer shall hold office until his successor has been duly elected and qualified.

C. POWERS AND DUTIES OF OFFICERS. The President shall supervise all activities of the Corporation, execute all instruments on its behalf, and preside at all meetings of the Corporation and the Board of Directors at which he may be present. He shall have such powers and shall perform such duties as may, from time to time, be specified in these Bylaws or in resolutions or other directives of the Board of Directors. He shall coordinate the work of the officers and committees of the Corporation in order that the purposes of the Corporation may be promoted and shall perform such duties as are usually inherent in such office. The President shall appoint the members of all standing and ad-hoc committees not otherwise appointed by those Bylaws, and shall serve as an ex-officio member of such committees. Successors to vacated offices of the Corporation shall be appointed by the President until the position is filled at the next annual meeting.

The President-Elect shall perform the duties of the President in the absence of the President, or in the case of the inability of the President to act, and shall perform such other duties as the President may designate. In the absence or incapacity of both the President and the President-Elect, the position shall be assumed by a President Pro-Term, elected by those members of the Board of Directors present at the meeting.

The Secretary-Treasurer shall keep the minutes of all meetings of the Corporation and of the Board of Directors and shall keep all other records of the Corporation. S/he shall be primarily responsible for giving notice of all meetings held by the Corporation or the Board of Directors, shall conduct all correspondence of the Corporation, and shall issue written reports of the preceding year’s transactions to all members which shall be read to the Board of Directors and to the membership at the annual meeting. The Secretary-Treasurer shall have custody of all funds of the Corporation and shall keep a full and accurate account of the receipts and expenditures of the Corporation; shall make disbursements in accordance with the approved budget as authorized by the Corporation, the Board of Directors, or any committee; shall maintain bank accounts in the name of the Corporation in depositories designated by the Board of Directors; and shall render periodic financial annual Treasurer’s report for the membership and for audit by the Auditing Committee. The Secretary-Treasurer shall have such other powers and shall perform such other duties as may, from time to time, be specified in resolutions or other directives of the Board of Directors.

D. REMOVAL. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby.

E. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or other cause may be filled by the President of the Corporation for the unexpired portion of the term.

ARTICLE VII

BOOKS AND RECORDS

The Corporation shall keep correct and complete books of all proceedings of its membership, Board of Directors and committees having and exercising any of the authority of the Board of Directors, and shall keep, at the principal office of the Corporation, a recording giving the names and addresses of the members of the Corporation entitled to vote.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of January of each year and end at midnight on the 31st day of December of such year.

ARTICLE IX

SEAL

The Board of Directors shall provide a corporate seal which shall be a standard form with the name of the Corporation: “Pacific Northwest Vascular Society.”

ARTICLE X

INDEMNIFICATION

The Corporation shall indemnify any present or former director, officer, employee, or agent of the Corporation for expenses and costs (including attorney’s fees), actually and necessarily incurred by him in connection with the defense or settlement of any pending or threatened action, suit, or proceeding to which he is made a party by reason of his being or having been such official, except in relation to matters as to which he shall be finally judged to be liable for willful misconduct amounting to bad faith. Such indemnification shall not be deemed exclusive of any other right to which such indemnified person may be entitled under the Articles of Incorporation of Bylaws or under any agreement or vote of directors, insurance purchased by the Corporation, or other rights.

ARTICLE XI

CONSTRUCTION OF TERMS AND HEADINGS

Words used in these Bylaws shall be read as masculine or feminine gender and as the singular or plural, as the context requires. The captions or headings in these Bylaws are for convenience only and are not intended to limit or define the scope of effect of any provision of these Bylaws.

ARTICLE XII

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of RCW Section 24.03 et seq., or under provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. All such waivers shall be filed with the corporate records or be made a part of the minutes of the relevant meeting.

ARTICLE XIII

AMENDMENTS

The Bylaws and the Articles of Incorporation of the Corporation may be amended, altered, or repealed at the annual meeting of the Corporation by a two-thirds (2/3) affirmative vote of the members present, provided there is a quorum of the membership present at such meeting. For the purpose of amending, altering, or repealing the Bylaws, a quorum shall consist of one-third (1/3) of the Active members of the Corporation.

KNOW ALL MEN BY THESE PRESENTS: The undersigned Secretary of Pacific Northwest Vascular Society does hereby certify that the above and foregoing Bylaws of said Corporation were duly adopted by the Board of Directors as the Bylaws of the Pacific Northwest Vascular Society and that the same do now constitute the Bylaws of said Corporation.

Dated this 19th day of October, 2012.