BYLAWS

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ARTICLE I.

Name and Location

Section 1. Name and Location: The name of this organization shall be Association of Out Surgeons & Allies, aka “AOSA.” Use of the ampersand is not required, but preferred. AOSA is a non-profit corporation incorporated in the State of Connecticut, and recognized by the United States Internal Revenue Service as a 501(c)(3) organization.

Section 2. Offices: The registered office of AOSA shall be located in the State of Connecticut and shall remain in Connecticut until determined by the AOSA Council. Secondary locations or new locations require a carried motion and approved vote of the Board of Directors.

Section 3. Calendar year: The fiscal year of the organization shall coincide with the calendar year, starting January 1 and ending December 31.

ARTICLE II.

Mission Statement

Section 1. Mission Statement: The Association of Out Surgeons & Allies is an organization of lesbian, gay, bisexual, transgender, queer/questioning, two-spirit, and other populations and people within other gender and sexual identities (LGBTQ+, LGBT, 2SLGBT, and other abbreviations included) who are also surgeons and their allies in surgery professions, gathered to promote acceptance, inclusivity, and equity in the surgical specialties to further learner engagement, support individual providers, and build a community.[GN1]

The AOSA also intends to create a space for LGBTQ+ surgeons and trainees that promotes a dignified and successful surgical career without stigma, judgment, or discrimination. We aim to achieve this through a combination of outreach, education, mentorship, and professional development.

Section 2. Core Values: To build a community of health professionals that will champion the presence, development, and promotion of LGBTQ+ individuals in surgery. Specifically, we seek to:

Enhance our community’s understanding of how to create and foster diversity, equity, and inclusion in surgery
Facilitate and amplify LGBTQ+ surgeons’ success through dedicated sponsorship and mentorship networks
Seek to be inclusive and supportive of LGBTQ+ surgeons with intersectional sexual and gender identities
To engage non LGBTQ+ focused professional organizations/societies in order to assure the inclusivity of LGBTQ+ members of those organizations equal access and voice

Section 3. Organization: This is a non-profit membership corporation entity.

Section 4. Jurisdiction and Territory: The territory in which this Corporation shall act will be the United States of America. It shall not be constrained, however, from holding its annual meeting at any designated site.

Section 5. Governing Board: The Affairs of the Corporation shall be conducted by the “Executive Council,” comprised of the Executive Officers (described below,) with the support of the “Leadership Committee,” which are the two bodies that comprise the “Board of Directors.”

Article III.

Membership

Section 1. Number of members. There shall be no restriction upon the number of members who belong to the Corporation.

Section 2. Qualifications. Membership in the Corporation shall be open to persons regardless of race, gender, creed, national origin, or physical or mental disabilities and shall be open to individuals having a particular interest in support of:

Establishing programs to improve networking and professional development among LGBTQ+ surgeons and allies in both clinical and academic settings;
Creating programs to improve the professional development of the LGBTQ+ community, starting from pipeline development to support during medical school, residency, fellowship and faculty development of both our academic or and community based surgeons;
Identifying and promoting professional and intellectual exchanges among surgeons and scientists involved in related fields;
Promoting advancement of LGBTQ+ minorities to leadership positions within the surgical community;
Advancing initiatives to promote the health and welfare of LGBTQ+ populations at the institutional, local, state, national, and international levels;
Encouraging and assisting with the study of diseases and healthcare issues of importance among the LGBTQ+ community
Improving the LGBTQ+ surgical sections and collaborations within other medical societies

Section 3. Categories of membership and Eligibility Criteria: Categories of membership are defined as follows:

Student: Student membership is open to all medical students with an interest in surgery. Student members may not hold a position on the Board of Directors.
Resident: Resident membership is open to surgical trainees. Trainees may vote and hold a position on the Board of Directors but may only join the executive council as the designated resident/fellow officer seat.
Fellow: Fellow membership is open to all surgical fellows who have completed a residency. Fellow members may vote and hold a position on the Board of Directors, but may only join the executive council as the designated resident/fellow officer seat.
Regular: Regular membership is open to all attending surgeons, in any specialty, who are eligible for Board Certification and have begun work as a clinical surgeon. Those returning to fellowship more than a year out of clinical practice may remain in the regular membership category. Regular members may vote and hold office.
Emeritus: Emeritus membership is open to any surgeon who is FULLY retired. Emeritus members may not vote or hold office.

Categories of membership and eligibility criteria subject to change and grow and may be changed with carried motions and approved votes of the Board of Directors.

Section 4. Applications for Membership: All applicants for membership shall complete and sign the appropriate application forms provided by AOSA and submit with any appropriate dues, payment to AOSA. These forms may be accessible on the AOSA website or by contacting the AOSA. The application process constitutes an agreement on the part of the applicant, if selected, who commits to adherence to all bylaws, rules, and regulations of AOSA. The admission of an applicant to membership shall require the approval of a majority of the Executive Council, which will occur at least annually, but as frequently as quarterly.

Section 5. Admission of new Members: In considering applicants for membership, the qualifications, interest and capability of the applicant with reference to the purposes of the Corporation shall be deemed material factors. Admission of new members shall be in such a manner as the Executive Council directs.

Section 6. Continuing membership: Membership in the AOSA is continuous with payment of all dues and assessments. Individual membership will be yearly, and may be renewed annually during the fourth quarter of the fiscal/calendar year.

Section 7. Censure, Suspension or Termination of Membership:

Members may be censured, suspended or removed from membership by the AOSA Board of Directors for cause by a two-thirds (2/3) vote or as otherwise provided by the AOSA Executive Council.
The AOSA organization will not tolerate any member or applicant, whether representing AOSA or not, demonstrating discriminatory actions on the basis of race, color, religion, gender, gender expression, age, national origin (ancestry), disability, sexual orientation, marital status, or military status in any of its activities, operations, or among their personal social media platforms and pillars.
For any cause other than non-payment of dues or fees of assessments, removal shall occur only after the member with a complaint action has been notified of the complaint at least thirty (30) days prior to the annual meeting, the complaint has been verified and validated by members of the Board of Directors, and the member has been given reasonable opportunity for explanation or defense. Such member, if removed, may appeal the decision of the AOSA Council at the annual meeting of the AOSA providing that notice of intent to appeal is provided to the AOSA President at least fourteen (14) days in advance of the annual meeting.

Section 8. Reinstatement: Any former member of the AOSA may apply for reinstatement through the regular application process and/or by submitting all dues, fees, and assessments, unless they have been precluded to do so by the AOSA Council (i.e.: terminated for reasons cited in Section 7.b)

Section 9. Resignation: Any member may resign membership by submitting a written or electronic letter of resignation to the AOSA Executive Council. Such resignation will not relieve the member of the obligations to pay any owed dues or other charges accrued for that calendar year. Resignation does not entitle the member/former member to any remuneration of past dues, funds raised, or any services committed prior to resignation unless agreed upon by the Executive Council.

Section 10. Rights and Responsibilities: All members and classes of members shall have such rights and responsibilities as the AOSA Council may determine from time to time.

Section 11. The Membership Committee shall consist of the President-Elect, Secretary, Treasurer, and two other members of the Board of Directors elected to at-large seats to participate in Member application processing only. The chair of the membership committee is a voted seat to the Leadership Committee.

ARTICLE IV.

Dues and Fees

Section 1. Establishment of dues, fees and charges: Membership dues and fees shall be established by the AOSA Executive Council to support the organization.

Annual Membership Dues: Dues shall be determined by the Board and are subject to subsequent approval of voting members.
Timely Dues Payments: All members must pay annual dues in a timely manner. Annual dues are due as of October 31st each year. Those applications processed in the final quarter of each year shall be considered a new or renewed member as of January 1st.
Good Standing. Those members who have, at least 60 days prior to the end of the calendar year, paid their required dues and have not been removed by the process above shall be members in good standing as of January 1st.
The Secretary-Treasurer shall notify all members of arrears of dues.
Additional fees for events, annual meetings, or other gatherings shall be determined by the Executive Committee.

Section 2: Refunds: No dues or fees shall be refunded including any member whose membership terminates for any reason. Memberships will not be prorated for any dates of application or membership, so long as membership is processed within a reasonable period.

ARTICLE V.

Meetings of Members and Voting

Section 1. Annual Meeting: The annual meeting of the AOSA shall be held either virtually and/or in-person and around the time of the Clinical Congress of the American College of Surgeons. The time and location of the annual meeting will be determined by the AOSA Executive CommitteeCouncil.

Section 2. Voting: At all meetings of the AOSA, each voting member shall have one (1) vote and may take part whether in person or virtual. If virtual meetings occur, an online system will be established to allow each member to vote once. No proxies shall be allowed. Members must be present, either in- person or virtually, to vote for any new business. Elections or other matters managed virtually shall use an online or virtual voting tool, approved by the Board of Directors. Matters on the ballot(s) shall be included with at least 15 days’ notice, unless an emergency vote of the Board of Directors is required. Balloting shall be conducted in accordance with policies as approved by the AOSA Executive Council and these bylaws.

Section 3. Special Meetings. Special meetings of the Executive Council may be held at any time and place upon the call of the President or a majority of the Executive Council. Notices shall be made to the Executive Council in a form and manner that documents receipt of notifications.

Meetings may be held in person or via conference call (teleconference, virtual) including a quorum of the Executive Council.

Section 4. Cancellation or Postponement: The AOSA Council may cancel or postpone any annual or special meetings for cause within 7 days of the meeting.

Section 5. Notice of Meetings: Meetings of all standing committees may be held on seven (7) days’ notice given to each member personally or electronically, or other means permitted by law.

Section 6: Business: The business of the AOSA shall be managed by the Executive Council, with counsel from the Leadership Committee, when requested.

ARTICLE VI.

Board of Directors Composition

Section 1. Composition and Officers: The Board of Directors will be established with an initial panel including both an Executive Council and the Leadership Committee as follows:

Executive Council:

President
President Elect
Secretary
Treasurer
Immediate Past President
2nd Past President

In addition to the members above, the Leadership Committee includes the following added seats:

Membership & Program Chair
Social Media & Website Chair
Outreach & Education Chair
Resident-Fellow Seat
Immediate Past Resident-Fellow Seat (which may be a trainee or full member)
- 18. At Large Member Seats (6)

For the initial Board of Directors, as no candidate for past-president exists, a Founding Advisory Chair position and a second Resident Fellow seat, will be included, allowing for additional members of the Board of Directors. The Founding Advisory Chair is a member of the Executive Council and the Resident-Fellow is a member of the Board of Directors, but not the Executive Council.

Section 2. Authority and Responsibility: The Executive Council may act in place and stead of the entire Board of Directors between meetings and on all matters, except those reserved to the Council by the Bylaws. Actions of the Executive Council shall be reported to the remainder of the Leadership Committee in a timely manner when appropriate.

Section 3. Quorum: Members of AOSA present at any meeting shall constitute a quorum. Greater than 50% of the Board of Directors and at least 50% of the Executive Council shall constitute a quorum for the transaction of business at any meeting of the Corporation.

Section 4: Officers: Elected officers shall include: President Elect, Secretary, Treasurer, Social Media Chair, Outreach Chair, Membership Chair, and Resident/Fellow Seat. Other positions may be added to election as a matter of order.

The slate for elections shall be submitted for approval to the Executive Council no later than 15 days prior to the annual election, and shall be voted on prior to the annual meeting associated with the Ameican College of Surgeons meeting, unless modified by these bylaws. The nominating committee shall include the President Elect, Membership Chair, the Past President, and the Resident/Fellow seat. Nominations may be submitted, subsequent to the initial slate, at least 45 days prior to the annual meeting to allow for approval and voting.

Section 5: Qualification for Officers: Any candidate must qualify according to the bylaws and must be a member in good standing for at least one year.

Section 6: Term of Office: Terms are staggered to permit continuity. The terms are outlined as follows:

President: one year
President Elect: one year
Immediate Past President: two years
Secretary: two years
Treasurer: two years
Executive Council members will transition at the end of the annual meeting.

Section 7: Election: prior to the annual business meeting, candidates for each office which will become vacant will be nominated as mentioned. Elected officers will be announced at the annual business meeting.

Section 7.1: Voting may be completed in-person, virtually or on-line as desribed. Officers will be elected by majority vote.

Section 7.2: Re-Election: No elected officer having served one (1) full term shall be eligible for re-nomination and re-election to the same office until at least one (1) year has elapsed from the expiration of their prior term.

Section 8: Vacancies & Removal: With the exception of the office of president, any vacancies in office for whatever reason shall be filled for the balance of the unexpired term by appointment by the President and approval of the Executive Council. A vacancy of the President will be filled by the President-Elect, and the term shall be in succession.

Section 10. Compensation: No member of the Board of Directors, including Executive Council members, Leadership Committee members, and Elected Officers shall receive any salaries for services.

ARTICLE VII:

Board of Directors, Executive Council, and Leadership Committee

Section 1. Except as otherwise provided, the Executive Council, generally shall be at least 5 and no more than 8 people. The Board of Directors will be at least 9 but no more than 18 people; the composition of these groups is described above.

Section 1.1. In addition to the elected members, the initial Leadership Committee shall include six Directors (or members) at large, who will have respnsibilities designated by the Executive Council. These members at large shall serve terms of one year (2), two years (2) and three years (2), and subsequent to the second year shall have two year terms to allow for staggered membership. Members at large may run for subsequent terms once.

Section 1.2. The subsequent Director/Member at-Large will be subject to the same process as the other elected officials with a call for nominations in August-september of each calendar year and a recommendation by the nominating committee. The voting members shall elect each Member/Director-at-Large from among the nominees by majority vote in person or via virtual platform at or around the Annual Meeting.

Section 2.4. In the event of resignation of a Director/Member-at-Large, the Executive Committee Council shall select a nominee for the vacant position.

Section 3. Duties of the Board of Directors

Section 3.1 The Board of Directors (a) shall manage the affairs of the Association and determine its policies and procedures, (b) shall invite any member of the Association to participate in its deliberations at any meeting, (c) shall receive and consider the reports of committees and review their activities, (d) shall accept, reject, or defer an application for membership in the Association, (e) shall determine initial fees for new members and annual dues as well as their method of payment, subject to subsequent approval by the Association membership, (f) shall review and approve initiatives, programs, expenditures and other Association business as they deem appropriate.

ARTICLE VIII:

Committees

Section 1. Committees: The Board of Directors shall establish and appoint committees, ad hoc committees, or task forces as are necessary and which are not in conflict with other provisions by these bylaws.

Duties and procedures of these committees shall be prescribed by the Board of Directors.
Chair of Committees will sit as voting members of the AOSA Board of Directors.
Specially formed Task Force chairs do not sit on the Board of Directors, and do not have a vote but will make recommendations to the Board of Directors.

Section 2. Committees

Section 2.1 Committee Chairs are elected by majority vote as described.

Section 2.2. Committees include:

Membership & Program Committee (initial)

Social Media & Website Committee (initial)

Outreach & Education Committee (initial)

Resident/Fellow Committee (post-initial)

Fundraising Committee (post-initial)

Advocacy Committee (post-initial)

Initial Committees are those founded and whose work starts with the initiation of the first meeting of the organization. Post-initial committees are those started after the first meeting, and initially may have chairs appointed by the executive council from at-large directors or other members in good standing. Committee chairs are responsible for recruitment of members, charter development, and the actions of the committee as assigned by the Board of Directors.

ARTICLE IX:

Amendments

Section 1. Bylaws Review: An ad hoc Bylaw Review committee will be convened by the Board of Directors as advised by the Executive Council. The Bylaws Committee will review the language of and prepare comments and recommend changes to the Bylaws for review and approval by the Executive Council when appropriate. Changes to the election rules and/or process will be considered by the Bylaws Committee and approved by the Executive Council. Any changes to the election rules or process will be effective the year following adoption by the Corporation. The Bylaws committee will meet biennially unless matters of urgency dictate the need sooner. Items of additional urgency may be addressed ad hoc for regulatory or legal compliance or to maintain procedural order.