AAES Bylaws, approved April 20241. Aims, Corporate Structure a. Name: The name of the corporation is American Association of Endocrine Surgeons, hereinafter referred to as the “Association.”
b. The Executive Council shall serve as the governing body of the Association, hereinafter referred to as the “Council”.
c. Aims: The aims of the Association shall include: (1) advancement of the science and art of endocrine surgery, (2) maintenance and promotion of the highest standards in the practice and art of endocrine surgery, and (3) engagement in activities reasonably in furtherance of, or incidental to, the foregoing purposes as the Council may deem to be appropriate and in compliance with such activities permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code (“Code”), or the corresponding section of any future federal tax code; or, (b) by a corporation, contributions to which are deductible under section 170(c)(2) of Code or the corresponding section of any future federal tax code; and, with all the powers conferred on nonprofit corporations under the laws of the State of Illinois.
d. Corporate Structure: The corporation is organized exclusively for scientific, literary and educational purposes set forth in Section 501(c)(3) of the Code, including, for such purposes, making distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code.
2. Membership a. Membership in this Association shall be limited to physicians, clinical care providers, scientists, and students of good professional standing, who have a major interest and devote significant portions of their practice or research to endocrine surgery, and who meet the criteria of the appropriate Membership categories as delineated below.
b. Membership in the Association is voluntary and shall consist of the following Membership categories: Active, Affiliate Provider, Allied Specialist, Candidate, Corresponding, Medical Student, Resident/Fellow, and Senior.
i. The number of Members in each category shall not be limited.
c. Application Process and Election of Members:
i. Membership in the Association shall not be denied or abridged because of sex, color, creed, race, religion, disability, ethnic origin, sexual orientation, gender identity, age, or for any other reason unrelated to character, competence, ethics, or professional status or professional activities.
ii. A person seeking Membership shall submit the requested application materials in the manner determined by Council and indicated on the Association website.
iii. The Membership Committee shall review all applications for Membership in the Association and make a recommendation to the Membership at the Annual Business Meeting.
iv. The Membership shall vote on admitting prospective Members at the Annual Business Meeting. Election shall be made by secret ballot, by a three-fourths affirmative supermajority vote by a quorum of the Membership.
v. Upon approval by the Membership, new Members shall be admitted to the Association and afforded all the rights, privileges, and requirements of Members in their Membership category.
1. Newly approved Active and Allied Specialist Members shall be admitted as a Provisional Member for a period of one year during which the Member shall provide evidence of acceptance as a Fellow of the American College of Surgeons, American College of Osteopathic Surgeons or International equivalent.
a. During this Provisional period, the Member shall be afforded all the rights, privileges, and responsibilities of that Member category.
b. Provisional Active and Allied Specialist Members who are not inducted as a Fellow of the American College of Surgeons, American College of Osteopathic Surgeons, or International equivalent within a one year period will be removed from Provisional status and be required to reapply after induction as a Fellow of the American College of Surgeons, American College of Osteopathic Surgeons, or International equivalent.
2. After the one year Provisional Membership period, the Member will be introduced to the Association as a full Member at that year’s Annual Meeting.
vi. A prospective Member who fails to be elected in the first year may be considered for Membership in the subsequent two years upon resubmitting an application. If election fails a third time, the prospective Member's application may be resubmitted after a two year interval.
d. Requirements for Membership Categories:
i. Active Member:
1. Shall have demonstrated a significant commitment to and documented excellence in clinical practice, education, and/or research in their area(s) of practice within endocrine surgery.
2. Active Members may attend the Annual Business Meeting, vote, hold office or Council positions, act as sponsors for Membership or submissions to the Annual Scientific Meeting, and serve as a Chair/Member of an Association Committee, Task Force, or other Association post. 3. Active Members shall pay dues and registration fees for the Annual Meeting as determined by the Council. 4. Application:
a. Shall have attended at least two Association Annual Scientific Meetings prior to application, unless waived by the Membership Committee.
b. Shall provide evidence of special interest in endocrine surgery.
c. Shall provide certification by the American Board of Surgery, American Board of Osteopathic Surgery, or their equivalent in Canada (FRCSC), Central America, Mexico, or South America.
d. Shall be a Fellow of the American College of Surgeons, American College of Osteopathic Surgeons, or their international equivalent in Canada (FRCSC), Central America, Mexico, or South America.
i. Candidate Members are eligible to apply for Active Membership as long as the candidate submits proof that the candidate's application for Fellowship in the American College of Surgeons, American College of Osteopathic Surgeons, or its international equivalent is pending.
ii. Once accepted as an Active Member, final induction will occur once FACS or FACOS status is obtained (see section on Provisional Acceptance of Active and Allied Specialist Members 2c, v, 1-2)
e. Shall provide three Letters of Sponsorship from Active, Allied, Corresponding, or Senior AAES Members.
ii. Affiliate Provider Member:
1. Shall consist of nurse practitioners, physician's assistants, nursing specialists and other non-physician health care providers with certification in their respective fields in the United States, Canada, Central America, Mexico or South America.
2. Affiliate Provider Members may not attend the Annual Business meeting, vote, hold office or Council positions, act as sponsors for Membership or submissions to the Annual Scientific Meeting, or serve as Chair of an Association Committee, but may serve as a Member of an Association Committee, Task Force, or other Association post.
3. Affiliate Provider Members shall pay dues and registration fees for the Annual Scientific Meeting at a reduced rate as determined by the Council.
4. Application:
a. Shall provide evidence of special interest in endocrine surgery
b. Shall provide a Letter of Sponsorship from an Active, Allied, Corresponding, or Senior AAES Member.
iii. Allied Specialist Member:
1. Shall consist of specialists with a special interest in endocrine surgery who are either 1) a Physician with American Board certification in their respective field or its equivalent in Canada, Central America, Mexico or South America OR 2) a Non- Physician career scientist with an advanced degree from an institution acceptable to the Membership Committee, Officers, and Council.
2. Shall be limited to Fellows of the American College of Surgeons, or the American College of Osteopathic Surgeons, FACE, FACR, FACP, ACP, or international equivalent OR faculty of a medical or scientific institution acceptable to the Council.
3. Shall have demonstrated a significant commitment to and documented excellence in clinical practice, education, and/or research in their area(s) of practice within endocrine surgery.
4. Allied Specialist Members may not hold office or Council positions but may attend the Annual Business meeting, vote, act as sponsors for Membership or submissions to the Annual Scientific Meeting, and serve as a Chair/Member of an Association Committee, Task Force, or other Association post.
4. Allied Specialist Members shall pay dues and registration fees for the Annual Scientific Meeting at a reduced rate as determined by the Council..
6. Application:
a. Shall have attended at least two Association Annual Scientific Meetings prior to application unless waived by the Membership Committee.
b. Shall provide evidence of special interest in endocrine surgery.
c. Shall provide three Letters of Sponsorship from Active, Allied, Corresponding, or Senior AAES Member.
iv. Candidate Members:
1. Shall consist of individuals who have completed their surgical training and who are awaiting the necessary credentials to qualify for Membership as Active or Allied Specialist Members.
2. Candidate Members may not attend the Annual Business meeting, vote, hold office or Council positions, act as sponsors for Membership or submissions to the Annual Scientific Meeting, or serve as Chair of an Association Committee, but may serve as a Member of an Association Committee, Task Force, or other Association post.
3. Candidate Members shall pay dues and registration fees for the Annual Scientific Meeting at a reduced rate as determined by the Council.
4. Candidate Membership will be limited to a period of time no more than three years following completion of all continuous training to include residency and fellowship(s).
5. Fellows who graduate from an AAES-accredited fellowship in Comprehensive Endocrine Surgery will be transitioned to Candidate Member status automatically at the end of their fellowship training, provided they were previously Resident/Fellow Members. An additional application for Candidate Membership status shall not be required for these individuals.
6. Application:
a. Candidate Members are strongly urged to attend the Annual Scientific Meeting, but need not have attended a meeting previously to apply as a Candidate Member.
b. Shall provide a Letter of Sponsorship from an Active, Allied, Corresponding, or Senior AAES Member or from the applicant's Surgery Residency Director or Department Chair.
v. Corresponding Member:
1. A Corresponding Member is one who in the opinion of the Membership Committee and Council is otherwise qualified for Active Membership, but because of geographic location, cannot meet the obligations of Active Membership.
a. An Active Member who, because of a change in geographic location, is no longer able to meet the requirements of Active Membership must alert the Chair of the Membership Committee of this change and apply in writing to be transferred to Corresponding Membership.
b. A Corresponding Member, who, because of a change in geographic location, becomes able to meet the obligations of Active Membership must alert the Chair of the Membership Committee of this change and apply in writing to be transferred to Active Membership and provide proof of certification by the American Board of Surgery, American Board of Osteopathic Surgery, or their equivalent in Canada (FRCSC), Central America, Mexico, or South America as well as proof of status as a Fellow of the American College of Surgeons or the American College of Osteopathic Surgeons, or their international equivalent.
2. Corresponding Members may not vote or hold office or Council positions, but may attend the Annual Business meeting, act as sponsors for Membership or submissions to the Annual Scientific Meeting, and may serve as a Chair/Member of an Association Committee, Task Force, or other Association post.
3. Corresponding Members shall pay dues and registration fees for the Annual Meeting at a reduced rate determined by the Council.
4. Application:
a. Shall have attended at least one Annual Scientific Meeting unless waived by the Membership Committee.
b. Shall provide three Letters of Sponsorship from Active, Allied, Corresponding, or Senior AAES Member.
vi. Medical Student Member:
1. Medical students in an LCME-accredited institution or equivalent body are eligible for Medical Student Membership. Medical Student Members may continue as Medical Student Members until graduation from medical school.
2. Medical Student Members may not attend the Annual Business meeting, vote, hold office or Council positions, act as sponsors for Membership or submissions to the Annual Meeting, or serve as Chair/Member of an Association Committee, but may serve as an ex-oficio Member of an Association Committee, Task Force, or other Association post.
3. Medical Student Members are not subject to dues and may register for the Annual Meeting at a reduced rate as determined by the Council.
4. Application:
a. Medical Student Members are strongly urged to attend the Annual Scientific Meeting but need not have attended a meeting previously to apply as a Medical Student Member.
b. Shall provide a Letter of Sponsorship from an Active, Allied, Corresponding, or Senior AAES Member, or from the applicant's Surgery Residency Director or Department Chair.
vii. Resident/Fellow Member:
1. Shall consist of individuals, who are currently training either as surgical Residents or Fellows.
2. Resident/Fellow Membership is limited to the time that an individual is in a residency, research, or clinical fellowship training program.
3. Resident/Fellow Members may not attend the Annual Business meeting, vote, hold office or Council positions, act as sponsors for Membership or submissions to the Annual Scientific Meeting, or serve as Chair of an Association Committee, but may serve as a Member of an Association Committee, Task Force, or other Association post.
4. Resident/Fellow Members are required to pay dues at a reduced rate and may register for the Annual Meeting at a reduced rate as determined by Council.
5. Application:
a. Resident/Fellow Members are strongly urged to attend the Annual Scientific Meeting but need not have attended a meeting previously to apply as a Resident/Fellow Member.
b. Shall provide a Letter of Sponsorship from an Active, Allied, Corresponding, or Senior AAES Member, or from the applicant's Surgery Residency Director or Department Chair.
6. Current AAES Endocrine Surgery Fellows in good standing will be transitioned to Candidate Member status automatically at the end of their fellowship training. An additional application shall not be required for these individuals.
viii. Senior:
1. Shall consist of Active, Affiliate Provider, Allied Specialist, and Corresponding Members who have retired from active clinical practice or have a disability or illness precluding them from active clinical practice.
2. Shall submit a request for a change of status from Active, Affiliate Provider, Allied Specialist, or Corresponding Member to Senior Member in writing to the Chair of the Membership Committee and Secretary.
3. Senior Members may attend the Annual Business meeting, vote, hold office or Council positions, act as sponsors for Membership or submissions to the Annual Scientific Meeting, and serve as a Chair/Member of an Association Committee, Task Force, or other Association post.
4. Shall not be required to attend the Annual Scientific Meeting.
5. Shall not be required to pay dues or registration fees at the Annual Meeting, but may be asked on an annual basis to make a donation to the Society.
6. Senior Members shall not be listed in the Association Surgeon Finder. Members over 65 who are still in active clinical practice may choose to remain an Active Member in order to be listed in the Association Surgeon Finder.
e. Dues and Assessments:
i. The amount of the annual dues, registration fees for the Annual Scientific Meeting, and special fees of the Association shall be determined by the Council.
1. The Council may establish different Membership fees, dues, and assessments for different classes of Membership as needed.
ii. Payment of Dues and Assessments
1. Members shall pay the annual dues and special assessments by June 30th of each year.
2. Members who have not paid their dues and fees by March 31 of the following year, shall be notified by the Association of their delinquency via email to the email address designated by the Member for such purpose or, if none is designated, a letter will be sent to the Member's last known address.
3. Any Member whose dues and fees remain unpaid for a period of two years from the due date, shall be dropped from Membership. The Member may be reinstated following payment of the dues in arrears on approval of the Membership Committee.
iii. Exemptions:
1. Requests for exemption should be directed to the Chair of the Membership Committee who will review the request and bring appropriate cases to the Council for consideration. The Council may waive dues for individual Members in extraordinary cases in which paying dues represents a significant financial hardship (examples include an unexpected and prolonged illness or disability and Members who are temporarily activated for military service). Exemptions may be approved by a majority vote of Council. Extensions of any such exemptions granted will require the Member to request an exemption in writing each year to the Chair of the Membership Committee and annual review by the Council.
f. Resignations:
i. A member may resign from membership at any point by notifying the Chair of the Membership Committee in writing. The resignation shall become effective on the later of date received by the chair or date designated by the resigning member in the notice.
g. Disciplinary Proceedings:
i. Charges of unprofessional or unethical conduct against any Member of the Association must be submitted in writing to the Secretary and Chair of the Ethics Committee.
ii. The Ethics Committee shall assess the charges and submit to the Council a summary and recommendation.
1. As needed, the Ethics Committee may request that the Council approve the formation of an investigating jury to which it may refer complaints or evidence of unethical conduct which in its judgment are of greater than local concern. The investigating jury shall be appointed by the President, President-Elect, and Chair of the Ethics Committee. If probable cause for action is shown, the investigative jury shall submit formal charges to the Council, who shall appoint a prosecutor to prosecute such charges against the accused before the Ethics Committee.
2. Notice of appeal shall be filed with the Ethics Committee within 30 days of the date of the decision and the appeal shall be perfected within 60 days thereof; provided, however, that the Ethics Committee, for what it considers good and sufficient cause, may grant an additional 30 days for perfecting the appeal.
3. The Ethics Committee shall make a recommendation to Council to acquit, censure, suspend, expel, or place on probation the accused.
iii. After due notice and hearing, the Council may acquit, censure, suspend, expel, or place on probation any Member of the Association for a violation of the American Medical Association Principles of Medical Ethics (https://www.ama-assn.org/about/publications-newsletters/ama-principles-medical-ethics), or for unethical or illegal conduct.
h. Delinquency:
i. Any Active, Affiliate Provider, Allied Specialist, Candidate, or Corresponding Member who does not attend an Annual Scientific Meeting of the Association for three consecutive years, unless officially excused by the Council, may upon a majority vote of the Council be dropped from Membership. Membership may be reinstated by majority vote of the Council.
ii. Any Member whose dues and fees remain unpaid for a period of two years from the due date shall be dropped from Membership. The Member may be reinstated following payment of the dues in arrears on approval of the Council.
3. Meetings
a. The Association shall hold an Annual Scientific Meeting and Annual Business Meeting. The date, time, and place of the meetings shall be determined by the Council and disseminated to the Membership via email, Association website, and other channels as appropriate.
b. Annual Scientific Meeting:
i. Any Member of the Association may invite one or more guests to attend the Annual Scientific Meeting.
ii. Abstracts for consideration for presentation must be authored or sponsored by a Member of the following categories: Active, Allied Specialist, Corresponding, or Senior.
c. Annual Business Meeting:
i. The business of the Association to be conducted at the Business Meeting shall include:
1. Approval of Minutes of last meeting
2. Report of the President
3. Report of the Secretary
4. Report of the Treasurer
5. Report of the Recorder
6. Report of the Standing Committees
7. Report of Ad Hoc Committees/Task Forces
8. Unfinished Business
9. New Business
10. Report of the Nominating Committee
a. Vote on proposed new Officers and Councilors
11. Adjournment
ii. All Members wishing to discuss old or new business at the Annual Business Meeting shall submit such business in writing to the Secretary at least one month or more before the meeting for consideration of inclusion by Council.
iii. Officers and Council Members of the Association shall be elected by the Membership during the AAES Business Meeting.
1. The Nominating Committee shall present its recommendations for Officers and Councilors.
iv. Voting Criteria:
1. Quorum of Members Entitled to Vote:
a. A minimum of fifty Members eligible to vote shall constitute a quorum at the Annual Business Meeting or any Special Assembly to effect changes in the bylaws of the Association, to make assessments, to authorize appropriations or expenditures of money other than those required in the routine business of the Association, and to elect Officers and Council Members.
b. For the transaction of other business, the Members entitled to vote that are present at any Annual Business Meeting shall constitute a quorum.
2. A quorum being present, a simple majority of votes among Members eligible to vote is required to pass a measure unless otherwise stated in specific sections of these bylaws.
a. In certain circumstances, the Council may propose to increase the requirement to pass a measure to a two-thirds supermajority. A simple majority of affirmative votes by a quorum of Members is required to increase the voting standard on a specific measure to a two-thirds supermajority.
b. Active, Allied Specialist, and Senior Members are eligible to vote.
v. If for any reason the Annual Business Meeting is not held on the determined date of any year, any business which could have been conducted at that Annual Business Meeting may be conducted at any subsequent Special Assembly or Annual Business Meeting or by consent resolution.
1. If circumstances preclude an Annual Business Meeting being held, voting may take place by mail and/or through electronic media so long as a quorum of Members participate in the vote.
d. Special Assemblies:
i. Special Assemblies of the Members of the Association may be called by a majority vote of the Council, President, or by the President or Secretary at the written request of any 30 Members of the Association. No business may be transacted at a Special Assembly except the business specified in the notice of the assembly.
ii. Special Assemblies may be conducted in person or via a virtual platform that is made widely accessible to Members by the Association consistent with applicable Illinois law.
iii. Notice to Members of Special Assembly
1. Members will be given written notice via email, website, and/or other appropriate channels stating the purpose(s), date, time, and format of the Special Assembly.
2. Each Member will be sent an email to the address designated by the Member for such purpose or, if none is designated, a letter will be sent to the Member's last known address.
3. Notice will be given not less than five or more than sixty days before the date of the Special Assembly.
iv. The Voting Criteria for the Annual Meeting shall apply to Special Assemblies.
1. Voting may take place by mail and/or through electronic media so long as a quorum of Members participate in the vote.
e. Notices to, acts by and meetings of officers, Councilors, Members and others may be accomplished in any manner permitted by applicable Illinois law, including, without limitation, electronically and virtually.
f. Proxy voting neither Councilors, Officers, Association member nor Committee members may vote by proxy unless specifically authorized to do so on a case-by-case basis by action of the Council.
4. Officers and Councilors
a. Nominating Committee Composition and Duties:
i. The Nominating Committee shall consist of the three most recent Past-Presidents and the current President.
ii. The longest-serving Past-President on the Committee shall serve as the Chair of the Nominating Committee.
iii. Duties:
1. Shall present recommendations to the Membership for candidates for relevant Officer and Councilor positions at the Annual Business Meeting.
b. Election or appointment of an Officer, Councilor, or agent shall not of itself create any contract rights.
c. Resignation:
i. Any Officer or Councilor may resign at any time by delivering a notice of resignation in writing to the President and Secretary.
d. Removal of Councilor or Officer:
i. Any Councilor or Officer may be removed with cause by a two-thirds supermajority vote of the Council.
ii. Any Councilor or Officer may be removed with cause by a two-thirds supermajority vote of the Membership at any Annual Business Meeting or Special Assembly whose stated purpose is the matter of removing said Councilor(s).
e. Filling Vacancies:
i. The Nominating Committee shall present recommendations for filling vacant Officer and/or Councilor positions, including candidates, length of term, and timing of the necessary vote to the Membership.
ii. The Membership shall vote to fill the vacant position(s) as per the appropriate section of these bylaws.
f. Officers:
i. The Officers shall be a President, President-Elect, Vice President, Secretary, Treasurer, and Recorder.
ii. The President, President-Elect, and Vice President of the Association shall each be elected for a single term of one year.
iii. The Secretary, Treasurer, and Recorder shall each be elected for a single term of three years.
iv. The term of each officer shall begin and end at the time of the Annual Business Meeting.
v. Order of Succession: In the event that the President becomes unable to fulfill the duties of office, the order of succession to take over the duties of the President shall be the President-Elect and then the Vice-President. The Nominating Committee shall fill the newly vacant President-Elect and/or Vice-President position(s). In the event that the President-Elect and Vice-President are unable to accept these duties, the Nominating Committee shall select a new President and the Secretary will serve as interim-President until the new President is installed.
vi. Duties of President:
1. Preside at Retreats, Annual Scientific Meeting, Annual Business Meeting, Special Assemblies, Council Meetings, and other appropriate meetings.
2. Appoint Members, Chairs, and Vice-Chairs to all Committees (standing and ad hoc) and Task Forces.
3. Serve as an ex-officio Member of all Committees (standing and ad hoc) and Task Forces.
4. Deliver an address to the Membership at the Annual Scientific Meeting of the Association.
5. Serve on the Foundation Board.
6. Perform additional duties at the request of the Council.
vii. Duties of President-Elect:
1. Perform the duties of the President, if the President is unable to perform the requisite duties due to incapacitating illness or inability to reach within a reasonable amount of time.
2. Perform additional duties at the request of the President and/or Council.
viii. Duties of Vice-President:
1. Perform the duties of the President, if the President and President-Elect are unable to perform the requisite duties due to incapacitating illness or inability to reach within a reasonable amount of time.
2. Oversee the Interesting Cases Session of the Annual Scientific Meeting.
3. Oversee requests from other societies for endorsement of or collaboration on scientific works, position papers and guidelines.
4. Perform additional duties at the request of the President and/or Council.
ix. Secretary:
1. Oversee the daily operations of the Association except for those responsibilities in the purview of other Officers.
2. Receive and care for all records belonging to the Association in conjunction with the management company.
3. Oversee the correspondence of the Association.
4. Certify the bylaws and resolutions of the Association.
5. Serve as an ex-officio Member of all Committees (standing and ad hoc) and Task Forces.
6. Perform additional duties at the request of the President and/or Council.
x. Treasurer:
1. Oversee the finances of the Association.
2. Provide guidance on the fiscal impact of Association decisions.
3. Issue a report on the financial transactions to the Membership on at least an annual basis.
4. On a regular basis, oversee a Financial Audit done by a certified public accountant and report the results of this examination to the Council and to the Members of the Association.
5. Serve on the Foundation Board.
6. Perform additional duties at the request of the President and/or Council.
xi. Recorder:
1. Oversee the publication of the proceedings of the Annual Scientific Meeting.
2. Manage the contract and relationship with the publisher of the proceedings of the Annual Scientific Meeting.
3. Perform additional duties at the request of the President and/or Council.
xii. Executive Director:
1. The Executive Director shall be given the necessary authority and be held responsible for the administration and coordination of the Association in all of its activities according to the governing contract approved by Council with the management company, subject only to such policy as may be adopted and such orders as may be issued by the Council.
2. Term:
a. The Executive Director shall have a continuing term of office until resignation or termination by the Council.
3. Duties:
a. Manage the Association’s programs and business.
b. Serve as an ex-officio, non-voting Member of all Committees (standing and ad hoc) and Task Forces.
c. Manage all administrative staff who shall report directly to the Executive Director.
d. Maintain the financial records and manage the annual budget of the Association in collaboration with the Treasurer.
e. Receive and care for all records belonging to the Association in collaboration with the Secretary.
g. Council:
i. The business and affairs of the Association shall be under the direction of the Council which is the governing body of the Association.
ii. The Council consists of 6 Councilors, the current Officers, and the 3 most recent Past Presidents.
iii. The Executive Director shall serve as an ex-officio non-voting Member.
iv. Terms:
1. Each Councilor shall be elected for a single term of three years.
2. Officers shall serve a term on the Council consistent with the terms of their office.
3. Two Councilors shall be elected annually so as to provide overlapping terms.
v. Duties:
1. Have a fiduciary responsibility to act solely in the best interest of the Association.
2. Shall have the powers and duties as conferred by law upon directors of Membership corporations.
3. Shall have charge, control and management of the business, property, personnel, affairs and funds of the corporation.
4. Shall have the power to borrow or raise money for Association purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary corporation or other entity, whenever the same shall be in the best interests of the Association and in furtherance of its purposes.
5. Shall make and file all reports required by law and by Members of the Association.
6. Shall have and exercise all powers vested in the Association which may arise between the meetings of the Association, except as limited from time to time by the Association and except the power to amend the Articles of Incorporation and the Bylaws.
7. Shall approve all written promises to pay money which must bear the signature of the President and the Treasurer.
vi. Council Meetings and Special Assemblies of the Council:
1. Members of the Council may participate in Council Meetings and Special Assemblies by telephone or virtual platform.
2. Council Meetings:
a. The Council will hold at least two Council Meetings each year, typically at the time of the Clinical Congress of the American College of Surgeons and the AAES Annual Scientific Meeting.
3. Special Assemblies of the Council:
a. May be called by the President or Secretary, or upon the written request of any three Council members.
b. Notices of Special Assemblies of the Council shall state the purpose or purposes of the Assembly, and no business may be conducted at a Special Assembly except the business specified in the notice of the Assembly.
c. Written notice of the time and place of all Meetings and Special Assemblies of the Council shall be given to each member of the Council at least 10 days before the meeting or assembly via email to the address designated by the Member for such purpose or, if none is designated, a letter will be sent to the Member's last known address.
d. The Council shall consider such business as may properly be brought before the group.
4. Council Voting:
a. A majority of the Council members then in office shall constitute a quorum for the transaction of business.
i. Members of the Council may participate in a Council Meeting or Assembly by telephone or virtual platform.
ii. If less than a quorum of the Council members appears at a Meeting or Assembly of the Council, the matters which might have been taken up at that time may be taken up at any later regular, Special or biannual Council Meeting or by consent resolution.
iii. Each Council member shall have one vote.
b. If a quorum is present, a simple majority of the Council members present and eligible to vote is generally required to pass a measure.
i. In certain circumstances, the Council may vote to increase the requirement to pass a measure to a three-fourths supermajority.
ii. A simple majority of eligible votes shall be required to increase the voting standard on a specific measure to a three-fourths (3/4’s) supermajority.
5. The Council may deliberate and vote on measures of an immediate or urgent nature via email or virtual platforms between Council meetings as needed.
vii. Compensation:
1. Council members shall receive no compensation for their services on the Council.
2. Council members may receive reasonable compensation for services which are beyond the scope of their duties as Councilor.
3. Council members may be reimbursed for expenses actually and necessarily incurred in the performance of their duties as a Council member.
5. Committees
a. Standing Committees of the Association shall be determined by the Council.
b. New Standing Committees may be established by the Council as it shall deem appropriate and shall define the powers and responsibilities of such committees.
c. One Member of the Council shall be assigned to each committee to act as a liaison between the committee and the Council.
d. The President shall work with the Secretary to fill vacancies in the committees based on the self-nomination process with input from the Officers and/or Council as appropriate.
e. In order to ensure continuity, the President shall assign a Vice Chair for any committee as appropriate (ex. at the beginning of a Chair's last term year to insure continuity). As much as is practical, the President shall fill the Vice Chair role with a current Member of that committee.
f. Committee Members shall generally serve a single three year term unless the President determines that a term of different length is required, for example to ensure adequate overlap of Members rotating on/off the committee.
g. The President and Secretary shall determine the appropriate number of Members for each committee.
h. Brief descriptions and responsibilities of all standing committees are included, for review and updated as necessary in the AAES Policies and Procedures Manual. Duties and responsibilities of the committees may be added or substracted as the Officers and/or Council deem appropriate.
i. There shall be the following Standing Committees of the Association:
i. Career Development and Leadership Committee
1. Mission: Advance the careers of AAES Members and foster the next generation of leaders through education and advocacy.
2. Goals include, but are not limited to:
a. Advocate for Members to serve in critical roles in partner societies.
b. Provide education on promotion, career advancement, and leadership skills.
c. Develop career building opportunities for Members.
ii. CESQIP Committee
1. Mission: Oversee the CESQIP Aggregate Data program
2. Goals include, but are not limited to:
a. Evaluate, revise and add CESQIP data variables and definitions as warranted. Any proposed changes to the registry require approval of the ESQF Board of Directors.
b. Actively participate in the development and management of the CESQIP Best Practice modules and study groups.
iii. Clinical Practice Committee (previously the Community-Based Surgeons)
1. Mission: Enhance the quality and breadth of AAES offerings dedicated to clinical practice with a particular focus on the needs of practitioners with solely clinically-based practices.
2. Goals include, but are not limited to:
a. Increase the breadth of AAES offerings focused on clinical practice.
b. Determine the content of the annual Practice of Endocrine Surgery session at the Annual Scientific Meeting.
iii. Diversity, Equity, and Inclusion Committee
1. Mission: Work for the advancement of all members and forge a more equitable and compassionate healthcare system for all regardless of color, ethnicity, gender identity, sexual orientation, creed, or disability.
2. Goals include, but are not limited to:
a. Create opportunities for individuals from underrepresented communities to pursue a career in Endocrine Surgery.
b. Promote members from underrepresented communities to positions of influence and leadership both inside and outside the AAES.
c. Nurture an environment of respect and inclusion for all.
d. Provide a safe forum to address concerns related to diversity.
e. Infuse the principles of Diversity, Equity, and Inclusion in all of the activities of the AAES.
f. Ensure that the policies of the AAES fully support the goals of diversity, equity, and inclusion regardless of one’s race, religion, culture, gender identity, or sexual orientation.
g. Develop a mechanism to foster and fund research into health disparities in Endocrine Surgery.
iv. Education Committee
1. Mission: Continually enhance the quality and breadth of educational offerings to Members, patients, and professional partners.
2. Goals include, but are not limited to:
a. Oversee the Patient Education website.
b. Provide education expertise to relevant AAES education issues (ex. fellowship curriculum, etc).
c. Provide Members with resources to enhance their educational skillset
v. Endocrine Surgery Identity Committee
1. Mission: Position AAES as the thought leader in endocrine surgical disease among the public, professional partners, affiliated societies, insurers, and healthcare organizations
2. Goals include, but are not limited to:
a. Increase cross-society Membership and collaboration with affiliated medical societies
b. Position the AAES as the thought leader in endocrine surgical disease in organizations responsible for the infrastructure of healthcare
c. Increase recognition of the value that endocrine surgeons bring to departments and hospitals.
vi. Endocrine Surgery University (ESU)
1. Mission: Supplement the fellowship curricula with expert level clinical, career, and practice-related educational offerings.
2. The Dean of ESU shall serve a single three year term
3. As much as is practical, a Vice Dean of ESU shall be appointed from among the faculty in the Dean’s last year.
4. The Faculty of ESU shall consist of three Members serving overlapping terms.
a. Each Faculty Member shall serve a single three year term.
b. One Faculty Member shall be elected annually so as to provide overlapping terms.
vii. Ethics Committee
1. Mission: Address ethical matters for the AAES through thoughtful inquiry, assessment, and education
2. Goals include, but are not limited to:
a. Address ethical matters at the request of Council
b. Assess and adjudicate conflict of interest and disclosures by Members as needed
c. Assess and provide recommendations to Council concerning AAES Member disciplinary matters
d. Provide educational opportunities on ethical issues
viii. Fellowship Accreditation Committee
1. Mission: Oversee the quality and integrity of AAES Fellowship programs through a rigorous approval and review process
2. Goals include, but are not limited to:
a. Manage the methodology by which new and existing programs are continually assessed
b. Vet new programs and re-assess existing programs
c. Oversee remediation of programs as necessary
d. Adjudicate and make recommendations to Council for accreditation issues that may arise
3. The Chair of this Committee shall not belong to an institution with an AAES Fellowship Program or be an active participant in an AAES Fellowship Program.
4. The majority of members shall not have a Fellowship Program at their institutions or be active participants in a Fellowship Program.
5. The Fellowship Committee Chair shall be an ex-oficio member of the Committee
ix. Fellowship Committee
1. Mission: Oversee the Fellowship Match and advancement of the AAES Fellowship Programs
2. Goals include, but are not limited to:
a. Oversee the AAES Fellowship Match
b. Oversee the AAES Fellowship Curriculum, in conjunction with the Education Committee
3. The Fellowship Directors of each Fellowship Program shall be members of the Committee
4. The Fellowship Accreditation and Education Committee Chairs shall be ex-oficio members of the Committee.
x. Global Surgery Committee
1. Mission: Provide resources for AAES Members to engage in sustainable Global Surgery opportunities, partnership, and education
2. Goals include, but are not limited to:
a. Develop and maintain resources on global surgery opportunities and educational offerings
xi. Guidelines and Emerging Therapeutics Committee
1. Mission: To optimize surgical management of endocrine tumors and conditions by a) supporting the development, maintenance and dissemination of evidence-based guidelines and statements and b) ascertaining the safety and impact of relevant emerging therapeutics and technology.
2. Goals include, but are not limited to:
a. Promote the best evidence-based treatments for endocrine surgical disease
b. Enhance patient and practitioner education on best practices and the role of new technologies/therapeutics
c. Explore and disseminate how novel techniques/devices alter health care outcomes and resource utilization
xii. Information Technology Committee
1. Mission: Create, maintain, and innovate the digital offerings of the AAES
2. Goals include, but are not limited to:
a. Develop and maintain the AAES websites with the management company
b. Develop and execute the AAES social media strategy
c. Develop and provide appropriate digital resources and support for the other committees of the AAES
xiii. Membership Committee
1. Mission: Oversee and optimize the Membership application and selection process
2. Goals include, but are not limited to:
a. Develop and maintain the application requirements and process across all Membership categories
b. Vet new applications and make recommendations to Council
xiv. Nominating Committee:
1. Present recommendations to the Membership for candidates for relevant Officer and Councilor positions at the Annual Business Meeting.
xv. Patient Advocacy Committee
1. Mission: Position the AAES as the thought leader in endocrine surgical disease among patients and patient advocacy groups
2. Goals include, but are not limited to:
a. Partner with patients and patient advocacy groups to increase awareness of the expertise of AAES
b. Members through educational offerings and collaborations
c. Determine the content of the annual Patient Panel Session at the Annual Meeting
xvi. Program Committee
1. Mission: Ensure the highest standards of the scientific program at the Annual Scientific Meeting
2. Goals include, but are not limited to:
a. Review, rank, and select the abstracts to be presented at the Annual Meeting
Oversee and award the Resident/Fellow Research Awards
xvii. Research Committee
1. Mission: Champion the advancement of research and science in endocrine surgery
2. Goals include, but are not limited to:
a. Increase the AAES infrastructure, funding opportunities, mentorship, and education for research
b. Administer and award the LoGerfo and ThyCa research grants
j. The President shall appoint temporary or ad hoc committees, task forces, councils, and panels as necessary for the fulfillment of the aims of the Association. All such committees are terminated with the ending of the term in office of the President who made the appointment. The incoming President and/or Council may either extend the term of such committees if necessary to complete the fulfillment of their charge or the Council may vote to convert the ad hoc committee to a Standing Committee.
i. Members of such committees shall serve on a limited term of one to three years, or based on the discretion of the incoming President and/or Council.
k. Committee Voting:
i. A majority of the committee’s Members shall constitute a quorum for the transaction of business.
1. Committee Members may participate in a Committee Meeting by telephone or virtual platform.
2. If less than a quorum of the Committee Members appears at a committee meeting, the matters which might have been taken up at that time may be taken up at any later meeting.
ii. If a quorum is present, a simple majority of the Committee Members present and eligible to vote is generally required to pass a measure.
1. Each Committee Member eligible to vote on any matter shall have one vote.
2. In certain circumstances, the Committee may vote to increase the requirement to pass a measure to a two-thirds supermajority.
a. A simple majority of eligible votes shall be required to increase the voting standard on a specific measure to a two-thirds supermajority.
l. The Committee may deliberate and vote on measures of an immediate or urgent nature via email or virtual platforms between Committee Meetings as needed.
6. Disclosures
a. Officers, Councilors, committee chairpersons, and Members engaged in work on behalf of the Association (for example, committee Members, guideline authors, etc) shall file an annual disclosure form in accordance with Association guidelines.
b. Such relationships shall be monitored by the Ethics Committee and Council for conflict of interest.
7. Indemnification
a. Each person who is or was a Councilor, Member, officer or Member of a committee of the corporation and each person who serves or has served at the request of the corporation, as a Councilor, officer, partner, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise may be indemnified by the Association to the fullest extent permitted by the corporation laws of the State of Kentucky as they may be in effect from time to time.
b. The Association may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of such person's status, whether or not the corporation would have power to indemnify such person against such liability under the preceding sentence. The corporation may, to the extent authorized from time to time by the Council, grant rights to indemnification to any employee or agent of the corporation to the fullest extent provided under the laws of the State of Illinois as they may be in effect from time to time.
8. Finances
a. The fiscal year shall be fixed by resolution of the Council.
b. Authority for Financial Obligations:
i. The Council may authorize any Officer or Officers, in the name of and on behalf of the Society, to enter into any contract, execute and deliver any instrument, or sign checks, draft, or other order for the payment of money notes or other endeavors of indebtedness; and such authority may be general or confined to specific instances. Unless so authorized by the Council, no Office shall have power or authority to bind the Association by any contract or engagement or to render it liable for any purpose or for any amount.
c. Bank Accounts:
i. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, investment vehicles, or other depositories as the Council may select, or as many as selected by any officer or officers of the Society to whom such powers may be delegated by the Council.
d. Annual Budget:
i. An annual budget shall be prepared by the Treasurer and Executive Director for presentation to the Council and Membership at the Annual Meeting.
9. Parliamentary Authority
a. The rules of parliamentary procedure in "Robert's Rules of Order, Revised" shall govern the proceedings of the Meetings and Assemblies of this Association.
10. Amendments
a. These bylaws may be amended at the Annual Business Meeting of the Membership or any Special Assembly.
i. Any member may propose a change to the Bylaws to the President or Secretary. The proposed Bylaws change will be brought to Council for discussion. If Council approves the proposed Bylaws change, the proposed change will be brought for a vote by the Membership at the Annual Business Meeting or Special Assembly.
b. Members shall be notified of the proposed amendments setting forth the amendment and/or a summary of the changes to be effected no less than thirty days prior to such Meeting via an email to the address designated by the Member for such purpose or, if none is designated, a letter will be sent to the Member's last known address at least one week prior to such Meeting.
c. Bylaws changes must be approved by a two-thirds majority of the Members present, a quorum being present.
d. No amendment inconsistent with the Association Bylaws shall be effective prior to amendment of the Association Bylaws.
e. Amendments made necessary by law shall become effective immediately but must be transmitted to the Membership.
11. Books and Records
a. The Association:
i. Shall keep correct and complete books and records of account.
ii. Shall keep minutes of the proceedings of its Members, Council and committees having any of the authority of the Council.
iii. Shall keep at the registered or principal office a record giving the names and addresses of the Council and Members entitled to vote.
b. All books and records of the corporation may be inspected by any Councilor or Member entitled to vote, or an agent or attorney designated by any Councilor or Member for any proper purpose at any reasonable time.
12. State of Emergency
a. An emergency exists if a quorum of the Council cannot be readily assembled because of some catastrophic event. To the extent not inconsistent with these Emergency Bylaws, the Bylaws provided in the preceding Articles shall remain in effect during such emergency and upon the termination of such emergency the Emergency Bylaws shall cease to be operative unless and until another such emergency shall occur. During any such emergency:
i. The Officers of the Association may make decisions requiring urgent or emergent consideration on behalf of the Association. In such circumstances, the Officers will notify the Council in writing of the decisions reached via email to the address designated by the Member for such purpose or, if none is designated, a letter will be sent to the Member's last known address.
ii. The Nominating Committee shall make a recommendation to Council as to the appropriate course of action regarding imminent elections or transition of Officers, Councilors, and Committee Chairs. The Council will vote to accept or reject these recommendations. If accepted, the Association will notify the Membership in writing of the decisions reached via email to the address designated by the Member for such purpose or, if none is designated, a letter will be sent to the Member's last known address.
iii. The Officers and/or Council may deliberate and vote on measures of an immediate or urgent nature via email or virtual platforms as needed.
13. Severability
a. Each of the sections, subsections and provisions hereof shall be deemed and considered separate and severable so that if any section, subsection or provision is deemed or declared to be invalid or unenforceable, this shall have no effect on the validity or enforceability of any of the other sections, subsections or provisions.
14. The use of the Association name or logo by organizations, institutions, or individuals outside of the Association requires prior, specific approval of the Council.
15. Dissolution
a. In the event of dissolution of the Association, all of the Association’s resources and property shall accrue only to the benefit of educational or scientific institutions located in the fifty states of the United States of America which are exempt from payment of income taxes.
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