AMENDED AND RESTATED BYLAWS
SOCIETY FOR PEDIATRIC ANESTHESIA
(An Illinois Nonprofit Corporation)
Adopted February 26, 2020
ARTICLE I. NAME
The name of this corporation is Society for Pediatric Anesthesia (hereinafter called “SPA”), a nonprofit corporation incorporated under the Illinois General Not For Profit Corporation Act of 1986, as amended (the “Act”).
ARTICLE II. MISSION STATEMENT
The Society for Pediatric Anesthesia advances the safety and quality of anesthesia care, perioperative care, and pain management in children by educating clinicians, supporting research, and fostering collaboration among clinicians, patient families, and professional organizations worldwide.
ARTICLE III. OFFICES
Section 3.1. Business Office. SPA may have such business offices, either within or without the State of Illinois, as the Board of Directors may determine from time to time.
Section 3.2. Registered Agent and Registered Office. SPA shall have and continuously maintain a registered office in the State of Illinois, and a registered agent whose office is identical with such registered office, as required by the Act. SPA shall also qualify to conduct business and appoint additional registered agents in such other jurisdictions as may be required by law. The address of any registered office and the name of any registered agent may be changed from time to time by the Board of Directors.
ARTICLE IV. CLASSES OF MEMBERS
Section 2.1. Members. SPA shall have members and such members shall be divided into the following classes of membership: Active Members, Resident/Fellow Members, Affiliate Members, Honorary Members, International Members, and Retired Members. The Board reserves the right to reject any membership application that it deems not in keeping with the mission and values of SPA. The criteria for membership in each such class of membership are set forth below:
(a) Active Members. The Active Member class shall be comprised of those physicians practicing in the United States or Canada who have an interest in pediatric anesthesia, are eligible to be members of the American Society of Anesthesiologists (“ASA”), have satisfactorily completed the membership application process described in Section 4.2 of these Bylaws, and whose names are shown as Active Members on the membership records of SPA. Each Active Member shall be entitled to one (1) vote on each matter submitted to the membership of SPA for a vote.
(b) Resident/Fellow Members. The Resident/Fellow Member class shall be comprised of those physicians who are in an approved residency training program, or are performing post-residency fellowship training, in the area of pediatric anesthesia, have satisfactorily completed the membership application process described in Section 4.2 of these Bylaws, and whose names are shown as Resident/Fellow Members on the membership records of SPA. No person may hold membership in SPA as a Resident/Fellow Member for more than a maximum of six (6) years. Resident/Fellow Members shall not be entitled to vote on any matters submitted to the membership of SPA for a vote.
(c) Affiliate Members. The Affiliate Member class shall be comprised of those physicians who are ineligible to be members of ASA and persons who are not physicians who in each case have an interest in pediatric anesthesia, have satisfactorily completed the membership application process described in Section 4.2 of these Bylaws, and whose names are shown as Affiliate Members on the membership records of SPA. Affiliate Membership requires specific Board approval. Affiliate Members shall not be entitled to vote on any matters submitted to the membership of SPA for a vote.
(d) Honorary Members. The Board of Directors may award Honorary membership to any individual who has, in the opinion of the Board of Directors, made outstanding contributions to the field of pediatric anesthesiology. Honorary Members shall not be entitled to vote on any matters submitted to the membership of SPA for a vote.
(e) International Members. The International Member class shall be comprised of those physicians practicing outside of the United States and Canada who have an interest in pediatric anesthesia, are eligible to be members of ASA, have satisfactorily completed the membership application process described in Section 4.2 of these Bylaws, and whose names are shown as International Members on the membership records of SPA. Each International Member shall be entitled to one (1) vote on each matter submitted to the membership of SPA for a vote.
(f) Retired Members. The Retired Member class shall be comprised of individuals who, as of the date of the request for the change in status of their membership (as described below), have been Active Members, International Members, or Affiliate Members of SPA for ten (10) or more consecutive years and who have completely retired from professional practice. Individuals meeting the above criteria may have their membership classification changed to status as a Retired Member by delivering a written request for such change in status to the Secretary-Treasurer of SPA. Retired Members shall be assessed membership dues as determined by the Board of Directors and shall not be entitled to vote on any matters submitted to the membership of SPA for a vote.
Section 4.2. Application for Membership. An individual desiring membership in SPA as an Active Member, International Member, or Affiliate Member shall submit to the Secretary-Treasurer of SPA a membership application in such form and on such terms, including the submission of an initiation fee (if any) and dues, as the Board of Directors of SPA may designate from time to time. Any person who has filed such application and paid any required initiation fee and/or dues, and who otherwise meets the qualifications for membership with respect to the class of membership applied for, shall be designated as a member of SPA.
Section 4.3. Voting Rights. Each Active Member and each International Member shall be entitled to one (1) vote on each matter submitted to the membership of SPA for a vote.
Section 4.4. Termination of Membership. The membership of any Active Member, International Member, or Affiliate Member shall be automatically terminated (i) immediately upon such person no longer meeting the criteria for the class of membership held by such person or (ii) for nonpayment of dues pursuant to the procedure set forth in Article XIII of these Bylaws. In addition, the Board of Directors may, by affirmative vote of not less than two-thirds of all of the members of the Board of Directors, suspend or expel any member for conduct determined to be contrary to the mission or values promoted by SPA or which may otherwise damage or bring discredit upon the reputation and image of SPA within the professional medical community.
Section 4.5. Resignation. Any member may resign by delivery of a written resignation to the Secretary-Treasurer of SPA, but such resignation shall not relieve the member so resigning of the obligation to pay any unpaid dues, assessments, or other charges which accrued on or before the date of such resignation.
Section 4.6. Reinstatement. Upon written request signed by a former member and filed with the Secretary-Treasurer, the Board of Directors may, by the affirmative vote of not less than two-thirds of all of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate. Such reinstatement shall not take effect until after receipt by the Secretary-Treasurer of any dues, assessments, or other charges which are imposed by the Board of Directors in connection with such reinstatement or which previously accrued with respect to the membership of such member and remain unpaid.
Section 4.7. Transfer of Membership. Membership in SPA is not transferable or assignable.
ARTICLE V. MEETINGS OF MEMBERS
Section 5.1. Regular Meetings and Annual Business Meeting. Regular meetings of the members shall be held at such times and places as the Board of Directors may determine. At one (1) such regular meeting each year, an annual business meeting of the members shall be held for the purpose of electing officers and directors, if applicable (unless such election is conducted pursuant to Section 5.7 of these Bylaws), and for the transaction of such other business as may come before the meeting. The failure to hold an annual business meeting shall not result in a forfeiture or dissolution of SPA nor affect the validity of any corporate action taken by the members or the Board of Directors.
Section 5.2. Special Business Meetings. Special business meetings of the members may be called at any time by the President and shall be called by the Secretary-Treasurer upon written request received from a majority of all of the members of the Board of Directors or from members holding not less than one-tenth of the total votes entitled to cast by all voting members of SPA.
Section 5.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any regular or special meeting.
Section 5.4. Notice of Meetings. Written notice stating the place, day and hour of any annual business meeting or any special business meeting of members shall be delivered by or at the direction of the President or the Secretary-Treasurer to each member entitled to vote at such meeting either in person, by first class U.S. mail, postage prepaid, addressed to such member at his or her address as reflected on the records of SPA, or by electronic transmission to such email address or other contact address capable of receiving electronic communication that is shown on the records of SPA as having been designated by such member for the receipt of electronic notices or other electronic deliveries, in each case not less than ten (10) nor more than sixty (60) days before the date of such meeting. Notwithstanding the foregoing, with respect to any meeting at which one of the purposes shall be the removal of any director on the Board of Directors or the consideration of any merger, consolidation, dissolution, or sale, lease or exchange of assets of SPA, such notice shall be given not less than twenty (20) nor more than sixty (60) days before the date of such meeting. Notice of any special business meeting shall also set forth the purpose or purposes for which such meeting is called.
Section 5.5. Record Date. For the purpose of determining members entitled to notice of or to vote at any business meeting of members, or in order to make a determination of members for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of members, provided that such date shall not be more than sixty (60) days and, for a business meeting of members, not less than five (5) days (except if a purpose of the meeting is to consider any merger, consolidation, dissolution or sale, lease or exchange of assets, then such date shall not be less than twenty (20) days) immediately preceding such meeting. In the absence of an action by the Board fixing a record date with respect to any business meeting, the date on which notice of such business meeting is delivered shall be the record date for determination of the members for the purpose of such meeting.
Section 5.6. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting either (i) by a consent in writing approved by all of the members entitled to vote with respect to the subject matter thereof, or (ii) by ballot in writing by mail, email, or any other electronic means pursuant to which the members entitled to vote thereon are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the members casting votes, or such larger number as may be required by law, the articles of incorporation, or these Bylaws, provided in connection with approval pursuant to this clause (ii) that the following conditions are satisfied: (a) the number of members casting votes would constitute a quorum if such action had been taken at a meeting; (b) voting must remain open for not less than five (5) days from the date the ballot is delivered, except that in the case of removal of a director or action upon a merger, consolidation, dissolution, or sale, lease, or exchange of assets, voting must remain open for twenty (20) days from the date the ballot is delivered; and (c) such action shall become effective only if, at least five (5) days prior to the effective date of such action, a notice in writing of such action is delivered to all members entitled to vote thereon.
Section 5.7. Elections by Mail. With respect to any election of directors or officers who are to be elected by the members, the Board of Directors may by resolution authorize such elections to be conducted by ballot procedure in accordance with clause (ii) of Section 5.6 above, provided that in connection with such ballots the majority vote requirement shall not be applicable and such directors and officers shall be elected by plurality of the votes cast for each such position. In connection with any such election conducted by mail, the Board of Directors may establish such other rules and procedures as the Board may deem reasonable and in accordance with applicable law.
Section 5.8. Action or Consent by Electronic Means. With respect to any action, consent or approval of any member which is required or permitted to be taken in writing pursuant to these Bylaws or under applicable law, such member shall be permitted to communicate such action, consent, or approval by electronic means, and such electronic communication shall have the same force and effect as delivery of such action, consent, or approval in tangible written form.
Section 5.9. Quorum. The members holding five percent (5%) of the votes which may be cast at a meeting shall constitute a quorum for the conduct of business at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting.
Section 5.10. Proxies. Members entitled to vote at any meeting may vote by proxy executed in writing by such member or his/her attorney-in-fact. Unless otherwise expressly provided in such proxy, no proxy shall be valid after eleven (11) months from the date of its execution.
ARTICLE VI. BOARD OF DIRECTORS
Section 6.1. General Powers. The affairs of SPA shall be managed by its Board of Directors. Directors need not be residents of the State of Illinois.
Section 6.2. Number and Qualifications. The number of directors shall be not less than nine (9) nor more than seventeen (17), as shall be fixed from time to time by the Board of Directors. Only those individuals who are either an Active Member or an International Member of SPA shall be eligible to be elected to serve as a director on the Board of Directors, provided that such membership requirement shall not be applicable to the ex-officio positions on the Board described in Sections 6.3(b)(ii) through (iv) below.
Section 6.3. Composition. The Board of Directors shall be comprised of the following:
(a) The following persons shall serve as voting members on the Board:
(i) the President of SPA;
(ii) the Vice-President (President-Elect) of SPA;
(iii) the Secretary-Treasurer of SPA;
(iv) not less than two (2) nor more than eight (8) directors-at-large elected as provided below;
(v) the President of the CCAS;
(vi) the President of the SPPM;
(vii) the President of the PALC; and
(viii) the President of the PAPDA.
(b) Except as provided below in paragraph (c) below, the following persons shall serve as non-voting ex-officio members on the Board:
(i) the Immediate Past President of SPA;
(ii) the Chair of the ASA Committee on Pediatric Anesthesiology;
(iii) the Liaison and Chair of the American Academy of Pediatrics, Section on Anesthesiology and Pain Medicine; and
(iv) the Chair of Wake Up Safe.
(c) Notwithstanding the provisions of paragraphs (a) and (b) above, in the event that at any meeting of the Board of Directors such directors reach a tie vote resulting in a deadlock on any matter requiring a majority vote for approval, the Immediate Past President of SPA shall be entitled to cast a vote for or against such matter in order to resolve such deadlock.
Section 6.4. Election. Elections of directors-at-large (and those officers to be elected pursuant to Section 7.2 of these Bylaws) shall take place biennially in even-numbered years at the annual business meeting of the members, unless the Board of Directors establishes a ballot-by-mail or other alternative election process permissible under applicable law. At least one hundred eighty (180) days prior to the date of each annual business meeting of the members at which any directors-at-large or officers are to be elected, the Board of Directors, after consultation with the President, shall appoint a nominating committee which shall be responsible to identify and consider suitable candidates for the director-at-large and officer positions to be filled and determine a slate of recommended nominees for election to such positions. The Nominating Committee shall report its slate of proposed nominees to the Board of Directors for discussion and approval within thirty (30) days of the regular meeting of the Board held in conjunction with the spring membership meeting and shall thereafter cause the slate, as approved by the Board, to be published in the next regular newsletter of SPA distributed following such spring meeting or shall otherwise publicize such slate to the members as the Board may direct. In the event that the election with respect to such director-at-large and officer positions is to be held at the annual business meeting of SPA, then a copy of such slate of nominees shall also be delivered along with the notice of such annual business meeting, not less than ten (10) nor more than sixty (60) days prior to the date of such annual business meeting, to each Active Member and International Member of record entitled to vote at such meeting. With respect to elections held at an annual business meeting, further nominations may be entered by any member of record entitled to vote at such meeting. In the event that the election with respect to such director-at-large and officer positions is to be held by means of a ballot-by-mail or other alternative election process permissible under applicable law, then a copy of such slate and any applicable ballot materials shall be delivered along with the notice of such process to each Active Member and International Member of record entitled to vote in connection with such election. Such notice shall also set forth such rules with respect to the election procedure as the Board of Directors may specify, including any cut-off date for the casting of votes in connection with such election, in accordance with applicable law and these Bylaws.
Section 6.5. Tenure. Except as otherwise provided by these Bylaws and unless such individual earlier resigns or is removed, each director-at-large shall hold office for one (1) term of four (4) years and until the director’s-at-large successor is elected and assumes such position. Each director who is an officer shall serve a term of two (2) years and until the officer’s successor is elected and assumes such position. A person who has served as a director-at-large shall not be eligible for re-election as a director-at-large until four (4) years have elapsed since his or her most recent term as a director-at-large ended. The terms of directors-at-large shall be staggered so that, as nearly as possible, one-half of them are elected every two (2) years.
Section 6.6. Regular Meetings. A regular meeting of the Board of Directors shall be held, without the need for any further notice other than this Bylaw, at the location of and following the annual business meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the Board of Directors without the requirement of any further notice other than such resolution.
Section 6.7. Special Meetings. Special meetings of the Board of Directors may be called at any time by or at the request of the President and shall be called by the Secretary-Treasurer upon the written request of not less than three (3) voting directors. The place, either within or without the State of Illinois, and time for holding such special meeting shall be set forth in the notice of such meeting.
Section 6.8. Notice. Notice of any special meeting of the Board of Directors shall be given not less than twenty (20) days prior to the date of such meeting by written notice delivered personally or sent by mail or telegram to each director at his address as shown by the records of SPA or by electronic transmission to such email address or other contact address capable of receiving electronic communication that is shown on the records of SPA as having been designated by such director for the receipt of electronic notices or other electronic deliveries,. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. 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 because the meeting is not lawfully called or convened. Neither the business to be translated at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in any notice of such meeting.
Section 6.9. Quorum. A majority of the voting directors on the Board of Directors, of which at least one (1) individual shall be a director-at-large and at least one (1) individual shall be the President, the Vice President/President-Elect, or the Secretary-Treasurer, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a quorum is present at a meeting, a majority of the voting directors present may adjourn the meeting from time to time without further notice.
Section 6.10. Manner of Acting. The act of a majority of the voting directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 6.11. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining voting directors, though less than a quorum of the Board of Directors. A director appointment to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled in the next regular election of directors and officers voted upon by the members.
Section 6.12. Compensation. Directors shall not receive any compensation for their services as such, but, by resolution of the Board of Directors, payment of expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors other than the regular meeting held at the same place as the annual meeting of members. Nothing herein contained shall be construed to preclude any director from serving SPA in any other capacity and receiving compensation therefore.
Section 6.13. Participation by Conference Telephone or Other Communications Equipment. Directors may participate in a meeting of the Board of Directors by means of a conference telephone or other communications equipment by means of which all directors participating in such a meeting can communicate with each other. Participation in a meeting pursuant to this section shall constitute attendance and presence in person at such meeting of the person or persons so participating.
Section 6.14. Action without Meeting of Directors. Any action required or permitted to be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be approved in writing by all of the directors entitled to vote with respect to the subject matter thereof.
Section 6.15. Proxies. No director may act by proxy on any matter to be acted upon by the Board of Directors.
Section 6.16. Removal of Directors. Any director may be removed from such position, with or without cause, by the affirmative vote of not less than two-thirds of the voting members present and voting, either in person or by proxy, at a meeting of the members, provided that the notice of such meeting stated that a purpose of the meeting was to vote upon the removal of such director and such notice was properly delivered in accordance with Section 5.4 of these Bylaws.
ARTICLE VII. OFFICERS
Section 7.1. Officers. The officers of SPA shall be a President, a Vice President/President-Elect, a Secretary-Treasurer, and such other officers, if any, as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one (1) or more additional Vice Presidents and/or Assistant Secretary-Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of the President and Secretary-Treasurer.
Section 7.2. Election and Term of Office. The election of individuals to hold the offices of President (if such election is required), Vice President/President-Elect, and Secretary-Treasurer of SPA shall be held biennially. In accordance with Section 6.4 of these Bylaws, a slate of individuals recommended for election shall be prepared and presented to the members by the Nominating Committee. Provided that the individual then serving as Vice President/President-Elect continues to meet the qualifications set forth in Section 6.2 of these Bylaws to serve as a voting director, such individual shall automatically succeed to the office of President at the expiration his predecessor’s term as President, and no election shall be required with respect to such office. In the event that, for any reason, at the time of a biennial election there is no individual who meets the qualifications of a voting director under Section 6.2 then serving as Vice President/President-Elect, then an election shall also be held at such time to fill the office of President. Each officer shall hold office for a term of two (2) years or until his successor shall have been duly elected and shall have assumed such office. Offices other than President, Vice President/President-Elect, and Secretary-Treasurer may be created and filled at any meeting of the Board of Directors.
Section 7.3. Removal. Any officer elected or appointed by the membership or by the Board of Directors may be removed by a vote of not less than two-thirds of the directors then serving on the Board of Directors whenever, in their judgment, the best interests of SPA would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 7.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by vote of a majority of all of the voting members of the Board of Directors for the unexpired portion of the term. The election for the subsequent term will be managed through the existing nominations process.
Section 7.5. President. The President shall be the principal executive officer of SPA and shall exercise general supervision and control over the business affairs of SPA. He shall preside at all meetings of the members and of the Board of Directors. The President shall consult with the Board of Directors concerning appointment of a nominating committee and designation of committee chairs. He may sign, with the Secretary-Treasurer or any other proper officer of SPA authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of SPA; and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 7.6. Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there are more than one (1) Vice President, the Vice President who is President-Elect) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as, from time to time, may be assigned to him by the President or by the Board of Directors.
Section 7.7. Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes of the meetings of the members and of the Board of Directors in one (1) or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal as duly authorized in accordance with the provisions of these Bylaws; keep, or cause to be kept, a register of the post office address of each member which shall be furnished to the Secretary-Treasurer by such member; and, in general, perform all duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Secretary-Treasurer shall give a bond for faithful discharge of his duties in such sum and with such surety or sureties, as the Board of Directors shall determine. He shall have charge of and be responsible for all funds and securities of SPA; either directly or through agents of SPA under his general oversight and review, receive moneys due and payable to SPA from any source whatsoever and give receipts therefore, and deposit, or cause to be deposited, all such moneys in the name of SPA in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IX of these Bylaws; and, in general, perform all duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 7.8. Assistant Secretary-Treasurers. If required by the Board of Directors, Assistant Secretary-Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretary-Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary-Treasurer or by the President or the Board of Directors.
ARTICLE VIII. COMMITTEES AND SECTIONS
Section 8.1. Committees. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one (1) or more committees to carry out such duties or activities as may be designated by the Board of Directors. Committee actions will be reported to the Board and are subject to Board approval before implementation to the extent such actions are outside the scope of authority granted by the Board to such committee in the Board’s adopting resolution. To the extent provided in said resolution, and subject to the limitations under the Act, such committees shall have and exercise the authority of the Board of Directors in the management of SPA, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; approving or recommending to members any act that the Act requires to be approved by members; electing, appointing or removing any member of any such committee or any director or officer of SPA; amending or restating the articles of incorporation; adopting a plan or merger or adopting a plan of consolidation with another entity; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of SPA; authorizing the voluntary dissolution of SPA or revoking proceedings therefore; adopting a plan for the distribution of the assets of SPA; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon the Board of Directors, or any individual director, by law.
Section 8.2. Commissions and Advisory Bodies. The Board of Directors may create and appoint persons to a commission or advisory body, which body may not act on behalf of SPA or bind it to any action, but may make recommendations to the Board of Directors or to the officers.
Section 8.3. Term of Office. Appointment to membership on a committee shall be for a two (2) year term. Adjunct members may be appointed to a committee for two (2) year terms, provided that an adjunct member may be replaced at the end of any year prior to the expiration of their term for any cause deemed sufficient, which cause shall be specified in writing. An adjunct member of a committee shall not have a vote on committee decisions at the committee level. There shall be no limit to the number of terms for which a person may be appointed as a member or adjunct member of any committee.
Section 8.4. Composition. Membership and composition of the individual committees shall be determined by the Board. No person may serve on more than two (2) committees at any one time, with the exception of service on the Board of Directors and the Executive Committee. No person may chair more than one (1) committee at any one time, with the exception of the chairing of the Board of Directors and the Executive Committee.
Section 8.5. Chair. The Board of Directors, after consultation with the President, shall designate one (1) member of each committee to serve as the chair of such committee. Committee chairs shall hold the position for one (1) term of two (2) years which may at the discretion of the Board be renewed. Committee chairs shall serve until a successor is chosen and assumes such position.
Section 8.6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 8.7. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole 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 committee.
Section 8.8. Rules. Each committee may adopt rules for its own governance, provided such rules are not inconsistent with applicable law, these Bylaws, or with rules adopted by the Board of Directors.
Section 8.9. Standing Committees. The following committees have activities delegated by the Board of Directors and report to the same:
(a) Executive Committee. The Executive Committee shall be composed of the President, who shall serve as chair, the Vice President/President-Elect, and the Secretary-Treasurer. The Immediate Past President of SPA shall also serve on the Executive Committee in a non-voting, ex-officio capacity. The Executive Committee may act in the event of an emergency and, otherwise, when time does not permit a meeting of the Board of Directors to be held in advance of the requisite action. The Executive Committee shall also be responsible for overseeing other standing committees and reporting to the President and Board of Directors.
(b) Committee on Education. The Committee on Education shall include as a member the Vice President/President-Elect of SPA. The Committee shall develop educational programs for the SPA Annual Meeting and for any other meetings or educational offerings established by the President or Board of Directors and shall be responsible for obtaining Continuing Medical Education (CME) accreditation for such programs and educational offerings. The committee shall prepare educational materials and, following approval of the Board of Directors, shall distribute such materials to the SPA membership.
(c) Committee on Finance and Membership. The Committee on Finance and Membership shall include as chair the Secretary-Treasurer of SPA. The committee shall study and recommend means of strengthening the financial status of SPA, make recommendations concerning investment of SPA funds, and assist the Secretary-Treasurer in the preparation of the annual budget, which shall be submitted by the Secretary-Treasurer to the Board of Directors for approval. The committee shall develop and maintain liaison with corporate sponsors of educational grants. The committee shall also oversee the maintenance of records of members and shall facilitate the processing of membership applications as well as make efforts to increase the numerical strength of SPA.
(d) Nominating Committee. The Nominating Committee shall be chaired by the Immediate Past President of SPA and include the current Vice President/President-Elect and the Secretary-Treasurer. Four (4) additional committee members will be proposed by the chair, vetted by the Executive Committee, and approved by the Board of Directors. The committee shall carry out the duties set forth in Sections 6.4 and 7.2 of these Bylaws with respect to the development of a list of nominees for director-at-large and officer positions to be elected in each biennial election.
(e) Committee on Communications. The Committee on Communications shall be chaired by the Editor of SPA’s Newsletter. The committee shall be responsible for internal and external communications including but not limited to the timely creation and distribution of a newsletter for the benefit and information of the membership, educational information to non-member professionals, the general public, and governmental and non-governmental agencies as well as other interested parties as deemed appropriate by the Board.
(f) Committee on Research. The Committee on Research shall encourage investigations in the area of pediatric anesthesia and shall act as liaison with the Foundation for Anesthesia Education and Research (FAER) for the development and presentation of SPA/FAER research grants.
(g) Committee on Governance. The Committee on Governance shall perform a thorough review of the Bylaws every four (4) years and more often when necessary. The Committee shall make recommendations at any time to amend the Bylaws as necessary to meet the needs of the SPA membership. Recommendations to amend the Bylaws shall be submitted to the Board of Directors in accordance with Article XVII. Additionally the committee shall produce and maintain appropriate policies and procedures as deemed necessary by the Board. A currently seated board member, appointed by the President, will serve as Chair.
(h) Committee on Public and Professional Affairs (COPPA). The committee is dedicated to advocating for and improving the care of pediatric patients in the perioperative setting by vetting advocacy issues and developing consensus statements on behalf of SPA as they arise. COPPA will work with outside societies to increase awareness of the mission of SPA and take advantage of mutually beneficial collaborations.
This committee will consist of a diverse group of individuals that represent the various aspects of SPA as well as have expertise in both advocacy and communication. These members will include the SPA President-Elect (Chair of COPPA), another member of the SPA Board of Directors, ASA COPA chair or representative, Vice-Chair of the Communications Committee (or designee), Vice-Chair of the Committee on Diversity (or designee), Chair SOA-AAP (or designee), Vice-President of SPPM (or designee), Vice-President of CCAS (or designee), and two (2) members of SPA from community practice.
(i) Committee on Diversity, Equity and Inclusion (Diversity). The committee shall encourage inclusion and diversity in the development of new leaders within the specialty. “Diversity” includes ethnic, religious, sexual orientation, gender identification, and disability. Candidates for Committee Chair will be solicited from the membership in an open process. The Committee Chair will be selected by the Board based on a recommendation from the Nominating Committee. The chair will sit as a voting member of the Nominating Committee and will be a non-voting member of the Board. The chair will seek committee membership that is reflective of the role and mission of the committee. In addition, the Education Executive Committee will include representation from this group in order to ensure that educational offerings are appropriately representative and inclusive.
(j) Committee on Safety and Quality. The Committee on Safety and Quality shall identify issues related to the improvement of safety and quality of care as well as oversee activities intended to enhance care as directed by the Board of Directors. The Committee Chair (or designee) will have a reciprocal non-voting seat on the Wake Up Safe board of directors.
(k) Committee on SPA Global. The SPA Global Committee shall advocate for increased availability, improved quality and enhanced safety of anesthesia for children worldwide with a specific focus on low- and middle-income countries. Committee activities will be conducted in cooperation with international partners and organizations with a shared vision for the expansion of safe pediatric anesthesia care.
Section 8.10. Sections. The Board of Directors, by resolution adopted by a majority of the directors in office, may create and abolish sections as it may consider necessary or desirable to accomplish the purposes and serve the interests of the SPA and of the sections and shall, subject to the limitations under the Act, prescribe the powers and duties of the sections. The bylaws of any section, and any amendment or modification thereto, shall be subject to approval of the Board of Directors. The Board of Directors has created the following sections:
(a) the Congenital Cardiac Anesthesia Society (“CCAS”), which section’s bylaws are attached hereto as Appendix A;
(b) the Society for Pediatric Pain Medicine (“SPPM”), which section’s bylaws are attached hereto as Appendix B;
(c) the Pediatric Anesthesia Leadership Council (“PALC”), which section’s bylaws are attached hereto as Appendix C; and
(d) the Pediatric Anesthesia Program Directors’ Association (“PAPDA”), which section’s bylaws are attached hereto as Appendix D.
ARTICLE IX. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 9.1. Contracts. The SPA Board of Directors may authorize any officer or officers, agent or agents of SPA in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of SPA, and such authority may be general or confined to specific instances.
Section 9.2. Checks, Drafts, and Evidence of Indebtedness. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of SPA shall be signed by such officer or officers and/or agent or agents of SPA and, in such manner, as shall from time to time be determined by resolution of the SPA Board of Directors. In the absence of such determination by the SPA Board of Directors, such instruments shall be signed by the Secretary-Treasurer or an Assistant Secretary-Treasurer of SPA and countersigned by the President or a Vice President of SPA.
Section 9.3. Deposits. All funds of SPA shall be deposited from time to time to the credit of SPA in such banks, trust companies or other depositories as the SPA Board of Directors may select.
Section 9.4. Gifts. The SPA Board of Directors may accept on behalf of SPA any contribution, gift, bequest, or devise for the general purposes or for any special purposes of SPA.
ARTICLE X. CERTIFICATES OF MEMBERSHIP
Section 10.1. Certificates of Membership. The SPA Board of Directors may provide for the issuance of certificates evidencing membership in SPA, which shall be in such form as may be determined by the SPA Board of Directors, from time to time.
Section 10.2. Issuance of Certificates. When a SPA member has been selected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his name and delivered to him by the Secretary-Treasurer SPS, if the SPA Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section 10.1.
ARTICLE XI. BOOKS AND RECORDS
SPA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors and shall keep at its principal business office a record of the names and addresses of all members entitled to vote. All books and records of SPA may be inspected by any SPA member, or his agent or attorney, for any proper purpose at any reasonable time. The Wood Library-Museum of Anesthesiology has been designated as the official site for the collection and storage of all artifacts and publications of SPA.
ARTICLE XII. FISCAL YEAR
The fiscal year of SPA shall begin on the first day of January and end on the last day of December of each year.
ARTICLE XIII. DUES
Section 13.1. SPA Annual Dues. The SPA Board of Directors may determine from time to time the amount of initiation fees, if any, and annual dues payable to SPA by all classes of members. Resident/Fellow Members shall be assessed a reduced dues fee while in training programs (as documented by a certifying letter from their department chair). Honorary Members shall not be assessed membership dues. Retired Members may be assessed dues as determined by the SPA Board of Directors. In the discretion of the SPA Board of Directors, an Active Member or an International Member who has suffered a significant disability may have his dues waived on a year by year basis.
Section 13.2. Payment of Dues. Dues for each fiscal year will be billed on such schedule as may be determined by the SPA Board of Directors.
Section 13.3. Default and Termination of Membership. Any SPA member who is delinquent more than three (3) months in the payment of dues will be considered in default and the member’s membership in SPA shall be terminated effective as of such date. SPA shall send written notice to a member of his/her delinquency in payment of dues on such schedule as the SPA Board of Directors my designate from time to time and shall also send written notice to any member whose membership is terminated due to failure to pay dues in accordance with this Section of such termination of membership.
ARTICLE XIV. SEAL
The corporate seal of SPA shall be in the form of a circle and shall have inscribed thereon the name of SPA and the words “Corporate Seal – Illinois.”
ARTICLE XV. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Act or under the provisions of the articles of incorporation or in the Bylaws of SPA, 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.
ARTICLE XVI. INDEMNIFICATION
SPA shall indemnify its officers, directors, employees and agents to the maximum extent permitted by the Act.
ARTICLE XVII. PROHIBITED ACTIVITIES
No member, officer, director, committee member, employee, or agent of SPA shall take any action or carry any activity by or on behalf of SPA which is not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations, as they now exist or may be hereafter amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and regulations, as they now exist or as they may hereafter be amended.
ARTICLE XVIII. GENDER
Use of the masculine gender in these Bylaws shall be deemed to include the feminine gender as well.
ARTICLE XIX. AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of all of the members of the SPA Board of Directors at any regular meeting or at any special meeting, if at least ten (10) days’ written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.