Bylaws
The CSPS Board of directors approved these Bylaws at the
May 9, 2014, meeting in Chicago, IL
BYLAWS
OF
COUNCIL ON SURGICAL AND PERIOPERATIVE SAFETY
Article I
The name of the corporation shall be Council on Surgical and Perioperative Safety.
Article II
PURPOSES
Section 1. Not For Profit.
The corporation is organized under and shall operate as an Illinois not-for-profit corporation, and shall have such powers as are now or as may hereafter be granted by the Illinois General Not For Profit Act of 1986, as amended.
Section 2. Purposes.
The corporation is organized for charitable purposes within the meaning of 501(c)(3) of the Internal Revenue Code of 1986, including but not limited to promoting a culture of safety in the perioperative environment.
Article III
REGISTERED OFFICE AND AGENT
Section 1. Registered Office and Agent.
The corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office shall be identical with such registered office, and may have such other offices within or without the State of Illinois and such other registered agents as the board of directors may from time to time determine.
Article IV
MEMBERS
Section 1. Classes of Members.
The corporation shall have 3 class(es) of members: regular, associate & public.
The regular members shall be the following organizations: American Association of Nurse Anesthetists, American Association of Surgical Physician Assistants, American College of Surgeons, American Society of Anesthesiologists, American Society of PeriAnesthesia Nurses, Association of PeriOperative Registered Nurses and Association of Surgical Technologists.
Associate members represent groups which share the mission & vision of the CSPS and agree to work with CSPS on initiatives to achieve the goals of CSPS. Associate members may be admitted by a two-third vote of the board of directors. Multiple categories of associate members may be identified by the board of directors.
There will be one public member. The public member shall be appointed by the Board of Directors, shall have voting privileges, and shall hold a term of two years and may be re-elected to an additional two year term. The public member shall serve the Board of Directors as a representative of the general public.
Section 2. Resignation.
Any regular member may resign by filing a written resignation with the Secretary.
Article V
OFFICERS
Section 1. Officers.
The officers of the corporation shall be a Chair, a Vice-Chair, a Secretary and a Treasurer and such other officers as may be determined by the board of directors. The Chair,Vice-Chair, Secretary and Treasurer shall be from different organizations and the Chair position should continue the set rotation among the regular member organizations. The board of directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by board of directors. (Any two or more offices may be held by the same person.) Officers need not be residents of Illinois. These officers shall constitute the Executive Committee of the board.
Section 2. Election and Term of Office.
The officers shall be elected by the board of directors for an annual term with automatic succession from Treasurer to Secretary, and from Secretary to Vice-Chair and from Vice-Chair to Chair. The officers shall be elected at the annual meeting of the board of directors nearest the expiration of their term of office and shall serve until their successors have been duly elected and have qualified.
Section 3. Removal.
Any officer may be removed by a two-thirds approval by the board of directors whenever in its judgment the best interests of the corporation would be served thereby.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 5. Chair.
The Chair shall be the principal executive officer of the corporation and shall in general supervise andall of the affairs of the corporation. He/She shall preside at all meetings of the board of directors and shall be the Chair of the board. He/She may sign, with the Secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, contracts, or other instruments which the board of directors have 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 the corporation; and in general shall perform all duties incident to the office of chair and such other duties as may be prescribed by the board of directors from time to time.
Section 6. ViceChair.
In the absence of the Chair or in the event of his/her inability or refusal to act, the Vice-Chair (or in the event there be more than one Vice-Chair, the Vice-Chairs, in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. Any Vice-Chair shall perform such other duties as from time to time may be assigned to him/her by the chair or by the board of directors.
Section 7. Secretary.
The Secretary shall keep the minutes of the meetings of the board of directors in one 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 in general perform all duties incident to the office of the secretary/treasurer and such other duties as from time to time may be assigned to him/her by the Chair or by the board of directors.
Section 8. Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any sources whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him/her by the Chair or by the board of directors.
Article VI
BOARD OF DIRECTORS
Section 1. General Powers.
The affairs of the corporation shall be managed by its board of directors
Section 2. Composition, Tenure, Voting and Qualifications.
The number of directors shall be15. Two directors shall be appointed to the board of directors by each regular member listed in Article IV, Section 1 and serve at the pleasure of the appointing member. A public member shall be appointed by the Board of Directors. Each board member shall be entitled to one vote on each matter submitted to a vote of the board. Each director shall hold office until such time as the regular member replaces the director. The public member shall hold a term of two years and may be re-elected to an additional two year term. Directors need not be residents of Illinois.
Section 3. Regular Meetings.
A regular annual meeting of the board of directors shall be held at such times and places as may be designated by resolution by the board of directors. 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 without other notice than such resolution.
Section 4. Special Meetings.
Special meetings of the board of directors may be called by or at the request of the chair or any three directors. The person or persons authorized to call special meetings of the board may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the board called by them.
Section 5. Notice.
Notice of any special meeting of the board of directors shall be given at least seven days previously thereto by written notice delivered by any means permitted by applicable law to each director; provided, that notice of meetings to be held exclusively by telephone shall be given at least three days previously thereto. If notice is given by United States mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited in the United States mail.
Section 6. Quorum.
A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting.
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, except where otherwise provided by law or by these bylaws.
Section 8. Informal Action by Directors.
Any action required to be taken at a meeting of the board of directors or any action which may be taken at a meeting of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.
Section 9. Vacancies.
Any vacancy occurring in the board of directors shall be filled by the party which appointed the board member to the position now vacant. A director selected to fill a vacancy shall be elected for the unexpired term of his/her/her predecessor in office.
Section 10. Compensation.
Directors as such shall not receive any salaries for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Article VII
COMMITTEES
Section 1. Committees of Directors.
The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the board of directors in management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon them by law.
Section 2. Executive Committee.
The corporation shall have an Executive Committee consisting of its officers. The Executive Committee may act for the board of directors in between meetings of the board of directors. Three-quarters of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.
Section 3. Other Committees.
Other committees not having and exercising the authority of the board of directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Members of each such committee will be appointed by the chair and may include persons nominated by both regular & associate members. Any member thereof may be removed by the board whenever in their judgment the best interests of the corporation shall be served by such removal.
Section 4. Term of Office.
Each regular member of a committee shall continue as such until the next annual meeting of the board of directors of the corporation and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such regular member shall cease to qualify as a regular member thereof.
Section 5. Chair.
One member of each committee shall be appointed by the Executive Committee to serve as chair.chairman.
Section 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 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 regular members present at a meeting at which a quorum is present shall be the act of the committee.
Section 8. Rules.
Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the board of directors.
Article VIII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts.
The board of directors may authorize any officer or officers, agent or agents of the corporation, 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 the corporation and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.
In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the chair or a Vice chair of the corporation.
Section 3. Deposits.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
Section 4. Gifts.
The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
Article IX
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors and committees having any of the authority of the board of directors.
Article X
FISCAL YEAR
The fiscal year of the corporation shall be determined by the board of directors.
Article XI
WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions of the State of Illinois General Not For Profit Corporation Act of 1986, as amended, or under the provisions of the Articles of Incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XII
AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds vote of the directors present at any regular meeting or at any special meeting, provided that at least fifteen days' written notice is given of intention to alter, amend or repeal and to adopt new bylaws at such meeting. An amendment to the bylaws calling for the addition or removal of a regular member (as stated in Article IV Section 1) will require a two-thirds approval by the board of directors
Article XIII
INDEMNIFICATION
The corporation shall indemnify all officers and directors of the corporation to the full extent permitted by the State of Illinois General Not For Profit Corporation Act of 1986, as amended, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined from time to time by the board of directors of the corporation.
Article XIV
DISSOLUTION
Upon the dissolution of the corporation, the board of directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, transfer any remaining assets to other501(c)(3) organizations selected by the board of directors.
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