Bylaws | STS

(as amended on January 29, 2024)

ARTICLE I: Name and Objectives

Section 1. Name. The name of this organization shall be The Society of Thoracic Surgeons.

Section 2. Objectives. The objectives of the Society shall be:

(a) to improve the quality and practice of thoracic surgery as a specialty;

(b) to promote the professional and educational development of those surgeons specializing in the field of thoracic surgery and to encourage, represent, and sponsor those surgeons who have entered this field;

(d) to promote and support basic standards in the education programs of thoracic surgery; and

(e) to encourage basic and clinical research in the field of thoracic surgery.

ARTICLE II: Registered Office and Registered Agent

The Society shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office shall be identical to such registered office and may have such other offices within or outside the State of Illinois as the Board of Directors may from time to time determine.

ARTICLE III: Members

Section 1. Types of Membership. There shall be six types of membership: Surgeon, Senior, Honorary, Resident/Fellow, Medical Student and Associate, provided that all surgeons granted membership prior to July 1, 1965, also shall be considered Founder Members. There shall be no numerical limit on any type of membership.

Section 2. Surgeon Members.

(a) Qualifications.

(i) The Surgeon Membership of the Society shall consist of surgeons certified in the field of thoracic surgery or who have achieved appropriate recognition of their achievements in thoracic surgery.

(ii) An applicant for Surgeon Membership must be certified in thoracic surgery by the American Board of Thoracic Surgery, the American Osteopathic Board of Surgery in Thoracic and Cardiovascular Surgery, or the Royal College of Surgeons of Canada or its equivalency, or who have achieved appropriate certification or recognition of their achievements in thoracic surgery in countries other than the United States or Canada. Appropriate documentation of professional achievements shall be provided to the Membership Committee.

(iii) An applicant for Surgeon Membership shall (a) have a full and unrestricted license to practice medicine in his or her respective geographic area, and (b) have no action pending which could adversely affect the applicant’s qualification for staff privileges at any hospital.

(iv) An applicant for Surgeon Membership must possess ethical and moral fitness, as well as professional proficiency, as determined, in part, on the basis of reports from members consulted as references, reports from other references and other information.

(b) Application and Election.

(i) Review. Once completed, each application for Surgeon Membership in the Society, supported by all applicable fees and/or dues, shall be reviewed by the Membership Committee in light of the qualifications set forth herein.

(ii) Approval of Applications. Those applications recommended by the Membership Committee shall be forwarded to the Executive Committee for its approval.

(iii) Notice of Admission. The Secretary shall publish electronically on the STS website a list of newly admitted Surgeon Members within thirty (30) days of their admission. The Board of Directors shall establish a policy to govern how to handle any ethical objections raised by the membership regarding any newly elected Surgeon Member.

(iv) Unapproved Applications. Any application for Surgeon Membership not recommended by the Membership Committee or not approved by the Executive Committee if based upon the competence or professional conduct of the applicant, which conduct affects or could affect adversely the health or welfare of a patient or patients, or if based upon ethical or moral considerations, shall be forwarded to the Committee on Standards and Ethics. Such application shall be treated by that Committee in the same manner as a disciplinary matter and shall be subject to the procedures established pursuant to Article XII of these Bylaws.

(c) Rights and Duties. Surgeon Members shall have the right to vote on all matters brought before the membership and shall be eligible for election to the Board of Directors, provided that only Surgeon Members who reside and work in North America shall be eligible for election to office. It shall be the duty of each Surgeon Member to attend regularly the meetings of the Society, to uphold the ideals and objectives of the Society, to provide the Society with accurate and up-to-date contact information (including a functioning e-mail address), and to pay the fees, dues and assessments of the Society.

Section 3. Senior Members.

(a) Qualifications. Any Surgeon Member, upon the first day of January after reaching the age of seventy years, shall automatically become a Senior Member. In addition, any Surgeon Member sixty-one years of age or older, upon the submission of a declaration of retirement from employment in the field of medicine to the Secretary for recommendation to the Board of Directors, and with Board of Directors approval, shall become a Senior Member effective the first day of January after such Board approval. Notice of such transfer to Senior Membership shall be furnished to the member by the Secretary.

(b) Rights and Duties. Senior Members shall possess all the rights, duties, privileges, and obligations of Surgeon Members; however, no Senior Member shall be eligible for election to office or to the Board of Directors unless his or her nomination is approved by the Board of Directors. Senior Members shall not be subject to dues or assessments.

Section 4. Honorary Members.

(a) Qualifications. Honorary Membership shall be reserved for such distinguished persons who have achieved prominence in the field of thoracic surgery and who have contributed to its advancement. Upon recommendation of the Board of Directors, Honorary Members shall be elected by a majority vote of the membership at its Annual Meeting.

(b) Rights and Duties. Honorary Members shall not be eligible for election to office or to the Board of Directors, nor shall they be eligible for service on standing committees, Council Operating Boards, or workforces. Honorary Members also shall not have the privilege of voting.

Section 5. Resident/Fellow Members.

(a) Qualifications.

(i) An applicant for Resident/Fellow Membership shall be matched or enrolled in an appropriately accredited thoracic surgery or general surgery educational program. Individuals who have completed a thoracic surgery educational program and are in the process of acquiring certification in thoracic surgery by the American Board of Thoracic Surgery, the American Osteopathic Board of Surgery in Thoracic and Cardiovascular Surgery, or the Royal College of Surgeons of Canada or their equivalent outside the United States or Canada, also are eligible to apply for Resident/Fellow Membership.

(ii) An applicant for Resident/Fellow Membership must possess ethical and moral fitness.

(b) Application and Admission. Upon the Society’s receipt of a fully completed application for Resident/Fellow Membership, supported by all applicable fees and/or dues, all in accordance with the applicable standards and procedures adopted by the Society, the applicant will be admitted as a Resident/Fellow Member.

(c) Rights and Duties. Resident/Fellow Members shall possess all of the rights, duties, privileges and obligations of Surgeon Members, except they shall not be eligible for election to office (other than as Resident Director pursuant to Article V, Section 6) and shall not have the privilege of voting. Resident/Fellow Members shall be subject to the fees and dues of the Society. With approval of the Executive Committee, Resident/Fellow Members may serve as members of standing committees, Council Operating Boards and workforces.

(d) Termination of Resident/Fellow Membership. Resident/Fellow Members who have been certified in thoracic surgery by the American Board of Thoracic Surgery, the American Osteopathic Board of Surgery in Thoracic and Cardiovascular Surgery, or the Royal College of Surgeons of Canada or their equivalency may retain their Resident/Fellow Membership for a maximum of two years following certification. Resident/Fellow Members enrolled in an appropriately accredited thoracic surgery educational program may remain Resident/Fellow Members for a maximum of five years following completion of education, but may have their Resident/Fellow Membership extended annually thereafter upon submission of appropriate documentation regarding their ongoing thoracic surgery education. Resident/Fellow Members enrolled in an appropriately accredited or otherwise recognized general surgery educational program may remain Resident/Fellow Members for a maximum of two years following completion of said education unless they become enrolled in an appropriately accredited or otherwise recognized thoracic surgery educational program.

Section 6. Medical Student Members.

(a) Qualifications.

(i) An applicant for Medical Student Membership shall be enrolled in an appropriately accredited or otherwise recognized medical school.

(ii) An applicant for Medical Student Membership must possess ethical and moral fitness.

(b) Application and Admission. Upon the Society’s receipt of a fully completed application for Medical Student Membership, supported by all applicable fees and/or dues, all in accordance with the applicable standards and procedures adopted by the Society, the applicant will be admitted as a Medical Student Member.

(c) Rights and Duties. Medical Student Members shall not be eligible for election to office or to the Board of Directors and shall not have the privilege of voting. Medical Student Members shall have the duty to provide the Society with accurate and up-to-date contact information (including a functioning e-mail address). Medical Student Members shall be subject to the fees and dues of the Society. With approval of the Executive Committee, Medical Student Members may serve as members of standing committees, Council Operating Boards and workforces.

(d) Termination of Medical Student Membership. Medical Student Members enrolled in an appropriately accredited or otherwise recognized medical school may remain Medical Student Members for a maximum of one year following completion of said education.

Section 7. Associate Members.

(a) Qualifications.

(i) With the exception of individuals eligible for Surgeon Membership, Resident/Fellow Membership or Medical Student Membership, all individuals having an interest in the field of thoracic surgery (including but not limited to research scientists, physician assistants, perfusionists, nurses, nurse practitioners, practice administrators, data managers and other health care professionals) shall be eligible for Associate Membership.

(ii) An applicant for Associate Membership must possess ethical and moral fitness.

(b) Application and Admission. Upon the Society’s receipt of a fully completed application for Associate Membership, supported by all applicable fees and/or dues, all in accordance with the applicable standards and procedures adopted by the Society, the applicant will be admitted as an Associate Member.

(c) Rights and Duties. Associate Members shall not be eligible for election to office or to the Board of Directors and shall not have the privilege of voting. Associate Members shall be subject to the fees and dues of the Society. Associate Members shall have the duty to provide the Society with accurate and up-to-date contact information (including a functioning e-mail address). With approval of the Executive Committee, Associate Members may serve as members of standing committees and Council Operating Boards and may serve as members or Chairs of workforces.

Section 8. Resignation. Any member may resign from the Society at any time if (a) he or she has paid in full any dues, assessments or other financial obligations owing to the Society at that time, (b) he or she tenders a resignation request in writing to the Secretary, and (c) the resignation request is accepted by the Board of Directors. Without limiting the generality of the foregoing, the Board of Directors may choose not to accept the resignation request of a member who is the subject of a pending investigation or proceeding pursuant to Article XII of these Bylaws.

Section 9. Lapse of Membership. The Board of Directors shall establish a policy governing lapses in membership as a result of members’ failure to pay any dues, assessments or other financial obligations after payment is due, and providing for the appropriate form of notice to be given to any such member.

Section 10. Reinstatement. The Board of Directors shall establish a policy governing the reinstatement of members whose membership has lapsed.

Section 11. Inactive Status. Inactive status may be granted to any Surgeon Member prior to eligibility for Senior Membership only for reason of incapacity by disability or retirement from employment in the field of medicine prior to attaining the age of sixty-one. A Surgeon Member who believes that he or she qualifies for inactive status must submit, in writing, a request for change in status to the Secretary for consideration and recommendation to the Board of Directors, which will have final authority for action. If the reason for disability no longer exists, or if the inactive member is again employed in the field of medicine, the member, upon appropriate Board of Directors action, may be restored to Surgeon Member status. A Surgeon Member who has been granted inactive status will not have the right to vote, nor be eligible for election to office or to the Board of Directors, for the duration of his or her inactive status. A Surgeon Member who has been granted inactive status may apply for Senior Membership pursuant to the procedures set forth in Article III, Section 3 upon reaching age sixty-one and shall automatically become a Senior Member upon the first day of January following such Member’s reaching the age of seventy years.

ARTICLE IV: Meetings of Members

Section 1. Annual Meeting. An annual meeting (the “Annual Meeting”) of the members shall be held at such time and place as the Board of Directors may determine, for the purpose of electing directors and officers, and for the transaction of such other business as may come before the meeting.

Section 2. Special Meetings. Special meetings of the members may be called by the President, by the Board of Directors, or by not less than ten percent (10%) of the members having voting rights; provided, however, that any special meeting of the members called to act on an amendment to these Bylaws must be approved by the Board of Directors.

Section 3. Place of Meetings. The Board of Directors may designate any place, either within or outside the State of Illinois, as the place for any Annual Meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be other¬wise called, the place of the meeting shall be the registered office of the Society in the State of Illinois.

Section 4. Notice of Meetings. Unless otherwise required by the Illinois General Not-For-Profit Corporation Act of 1986, as amended, written notice stating the place, day and hour of any meeting of members shall be provided to each member entitled to vote at such meeting, not less than five nor more than sixty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the persons calling the meeting. In the case of a special meeting, or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the records of the Society, with postage thereon prepaid. If given by electronic means, such notice shall be deemed delivered when transmitted by electronic means to the e-mail address, facsimile number, or other electronic contact information appearing on the records of the Society.

Section 5. Informal Action by Members. Any action required to be taken at a meeting of the members of the Society, or any other action which may be taken at a meeting of members, may be taken by ballot without a meeting in writing by mail, e-mail, 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 the Illinois General Not for Profit Corporation Act of 1986, the Articles of Incorporation, or these Bylaws, provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting. Voting shall remain open for not less than 5 days from the date the ballot is delivered; provided, however, that in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, the voting shall remain open for not less than 20 days from the date the ballot is delivered. Such informal action by members shall become effective only if, at least 5 days prior to the effective date of such informal action, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof.

Section 6. Quorum and Manner of Acting. At least one hundred (100) of the members entitled to vote shall constitute a quorum at any meeting of Society members. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on a matter shall be the act of the members, unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 7. Attendance by Communications Equipment. Members entitled to vote may participate in and act at any meeting of members through the use of a conference telephone or interactive technology, including but not limited to electronic transmission, Internet usage, or remote communication, by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

ARTICLE V: Board of Directors

Section 1. General Powers. The affairs of the Society shall be managed by its Board of Directors. Without limiting the generality of the foregoing, the Board shall be responsible for formulating policy and maintaining the financial integrity of the Society.

Section 2. Composition. The number of directors shall be within a range between nineteen (19) and twenty-two (22), provided that the Historian shall not have voting rights on the Board. Specifically, the Board shall be composed of the President, the First Vice President, the Second Vice President, the Secretary (and, when appropriate, the Secretary-Elect), the Treasurer (and, when appropriate, the Treasurer-Elect), the Immediate Past President, eight (8) Directors-at-Large, three (3) International Directors, a Canadian Director, a Resident Director, and the Historian. Directors need not be residents of Illinois.

Section 3. Nomination, Election, Term and Duties of Directors-At-Large. A total of eight (8) Directors-at-Large shall be elected for staggered terms of three (3) years each, i.e., at least two (2) Directors-at-Large shall be elected on an annual basis, except that the Board of Directors may shorten the term of a Director-at-Large to two (2) years or one (1) year as necessary to stagger terms. Candidates for these positions will be placed in nomination by the Nominating Committee, and nominations for any of these positions may be made from the floor. An affirmative vote by the majority of the members present shall be required for election. Directors-at-Large shall hold office from the adjournment of the Annual Meeting at which they are elected until the adjournment of the Annual Meeting at which their successors are elected, provided that Directors-at-Large shall be eligible to serve a maximum of two consecutive terms. The Directors-at-Large shall preferably serve sequential one (1) year terms of service on each of the four Council Operating Boards. However, at the discretion of the Executive Committee, a Director-at-Large may not be required to follow the prescribed rotation. Each Director-at-Large shall be an ex-officio, non-voting member of all workforces within his or her assigned Council.

Section 4. International Directors. Three (3) International Directors shall be elected, each for a three-year term, from among the Society’s Surgeon Members who reside and work outside of North America. Each candidate for these positions will be placed in nomination by the Nominating Committee, and nominations for these positions may be made from the floor. An affirmative vote by the majority of the members present shall be required for election. Each International Director shall hold office from the adjournment of the Annual Meeting at which he or she is elected until the adjournment of the Annual Meeting at which his or her successor may be elected, provided that each International Director shall be eligible to serve a maximum of two (2) consecutive terms.

Section 5. Canadian Director. A Canadian Director shall be elected for a three-year term from among the Society’s Surgeon Members who reside and work in Canada. A candidate for this position will be placed in nomination by the Nominating Committee, and nominations for this position may be made from the floor. An affirmative vote by the majority of the members present shall be required for election. A Canadian Director shall hold office from the adjournment of the Annual Meeting at which he or she is elected until the adjournment of the Annual Meeting at which his or her successor is elected, provided that a Canadian Director shall be eligible to serve a maximum of two (2) consecutive terms and, provided further, that a Canadian Director’s failure to continue residing or working in Canada will render him or her ineligible for re-election.

Section 6. Resident Director. A Resident Director shall be elected for a two-year term from among the Society’s Resident/Fellow Members. A candidate for this position will be placed in nomination by the Nominating Committee, and nominations for this position may be made from the floor. An affirmative vote by the majority of the members present shall be required for election. A Resident Director shall hold office from the adjournment of the Annual Meeting at which he or she is elected until the adjournment of the Annual Meeting at which his or her successor is elected, provided that a Resident Director shall not be eligible for re-election.

Section 7. Regular Meetings. A regular annual meeting of the Board of Directors shall be held in conjunction with the Annual Meeting, or at such other time as shall otherwise be set by the Board of Directors for a specific year’s regular annual meeting. The Board of Directors may provide by resolution the time and place, either within or outside the State of Illinois, for the holding of additional regular meetings of the Board.

Section 8. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any five Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or outside the State of Illinois, as the place for holding any special meeting of the Board called by them.

Section 9. Notice. Written notice of any special meeting of the Board of Directors shall be provided at least one day before the date of such meeting. If notice be given by mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited with postage prepaid in the United States mail. If notice be given by facsimile transmission, such notice shall be deemed to be provided upon confirmation of the receipt of the transmission.

Section 10. Quorum. One-half (1/2) of the voting directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than one-half (1/2) 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. Notwithstanding the foregoing, if any voting members of the Board of Directors recuse themselves or otherwise are disqualified from acting on a matter solely for reasons of conflicts of interest, then the number of voting directors will be reduced accordingly for purposes of calculating a quorum, and the act of a majority of the remaining voting directors shall be the act of the Board of Directors; provided, however, that the number of voting directors qualified to act on behalf of the Board of Directors may not be reduced to less than one-third of the entire Board of Directors and, provided further, that if the number of remaining voting directors is less than a majority of the entire Board of Directors, then the act of such remaining voting directors must be unanimous.

Section 11. 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 12. 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 the Board 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. Electronic signatures shall be acceptable.

Section 13. Vacancies. Except for the position of Immediate Past President, any vacancy occurring in the Board of Directors, or any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors or as otherwise set forth in Article VI, Section 4 of these Bylaws. A director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. The designation of an individual to fill a vacancy pursuant to this provision shall not serve to disqualify him or her from election to the Board for the subsequent term if he or she otherwise would have been eligible for election but for the designation.

Section 14. Compensation. In extraordinary circumstances, the Board of Directors may establish reasonable compensation for any elected officer, director, or other member of the Society in conjunction with his or her services rendered on behalf of the Society.

Section 15. Attendance by Communications Equipment. Members of the Board of Directors or of any committee of the Board of Directors may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

ARTICLE VI. Officers, Historian and Immediate Past President

Section 1. Designation and Qualification. The officers of the Society shall be a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer (the “elected officers”) and an appointed Executive Director. The Society also shall have an Historian and an Immediate Past President.

Section 2. Terms of Office. The terms of office of the President, the First Vice President and the Second Vice President shall be one year; they shall not be eligible for re-election. The Secretary and Treasurer also shall serve for one-year terms; they shall be eligible for re-election, but they shall serve no more than five consecutive terms. The term of office of the Historian shall be five years; the Historian shall serve no more than two consecutive terms. The term of office of the Immediate Past President shall be one year.

Section 3. Nomination and Election. The elected officers, as well as the Historian, shall be elected at the Annual Meeting. Candidates for these positions will be placed in nomination by the Nominating Committee, and nominations for any of these positions may be made from the floor. An affirmative vote by a majority of the members present shall be required for election. Elected officers shall be elected annually and will hold office from the adjournment of the Annual Meeting at which they are elected until the adjournment of the next Annual Meeting when their successors are elected, with two exceptions: (1) the successor to the Secretary will be elected at the Annual Meeting one year in advance of his or her assumption of duties to serve as an interim assistant to the outgoing Secretary (Secretary-Elect), and (2) the successor to the Treasurer will be elected at the Annual Meeting one year in advance of his or her assumption of duties to serve as an interim assistant to the outgoing Treasurer (Treasurer-Elect).

Section 4. Vacancies. In the event that the office of President becomes vacant, the First Vice President shall be and become the President for the unexpired portion of the term. In the event that the office of First Vice President becomes vacant, the Second Vice President shall be and become the First Vice President for the unexpired portion of the term. A vacancy in the office of Second Vice President, Secretary or Treasurer, or in the position of Historian shall be filled by the Board of Directors for the unexpired portion of the term. A vacancy in the position of Immediate Past President shall not be filled for the unexpired portion of the term. The designation of an individual to fill a vacancy pursuant to this provision shall not serve to disqualify him or her from election to the office for the subsequent term if he or she otherwise would have been eligible for election to that office but for the designation.

Section 5. President. The President shall be the chief elected officer of the Society and shall preside at the Annual Meeting and at meetings of the Board of Directors and the Executive Committee. The President shall act as Executive Committee liaison to one of the Society’s Councils to be determined by the Executive Committee, and shall be an ex-officio member of its Operating Board and an ex-officio, non-voting member of all of its workforces. The President, upon approval of the Executive Committee, may appoint such ad hoc task forces as he or she deems appropriate, provided that such task forces shall act in an advisory capacity only, and may not exercise the powers of the President or the Board of Directors.

Section 6. First Vice President. The First Vice President shall assist the President as requested, and in the event the latter is absent or incapable of acting, the First Vice President shall assume the duties of the President. The First Vice President shall serve as Executive Committee liaison to one of the Society’s Councils to be determined by the Executive Committee, and shall be an ex-officio member of its Operating Board and an ex-officio, non-voting member of all of its workforces. Except as otherwise provided herein, the First Vice President shall recommend to the Executive Committee for appointment members of the standing committees, Council Operating Boards and workforces of the Society, as well as the Chairs thereof. Upon nomination and election by the membership, the First Vice President shall become President.

Section 7. Second Vice President. The Second Vice President shall assist the President and the First Vice President as requested, and in the event the latter is absent or incapable of acting, the Second Vice President shall assume the duties of the First Vice President. The Second Vice President shall serve as Executive Committee liaison to one of the Society’s Councils to be determined by the Executive Committee, and shall be an ex-officio member of its Operating Board and an ex-officio, non-voting member of all of its workforces. Upon nomination and election by the membership, the Second Vice President shall become First Vice President.

Section 8. Secretary. Under direction of the Board of Directors, the Secretary shall facilitate the workings of the various standing committees, Council Operating Boards and workforces of the Society. The Secretary shall ensure that minutes are recorded of Board of Directors meetings, annual or special meetings of the members, and all committee and workforce meetings that require records. The Secretary shall act as Executive Committee liaison to one of the Society’s Councils to be determined by the Executive Committee, and shall be an ex-officio member of its Operating Board and an ex-officio, non-voting member of all of its workforces. The Secretary shall supervise the maintenance of current files and records of the Society and shall regularly review the Bylaws of the Society in order to help ensure that they remain current and otherwise appropriate. The Secretary shall perform such other duties as are incident to such office or as may be assigned to him or her from time to time by the Board of Directors. The Secretary, with the approval of the Board of Directors, may delegate to the Executive Director such duties as he or she deems appropriate.

Section 9. Treasurer. Under direction of the Board of Directors, the Treasurer shall supervise the financial affairs of the Society. The Treasurer shall approve payment of all bills and shall countersign all checks exceeding an amount to be determined by the Board of Directors. Checks shall be countersigned by the President or the Secretary in the absence of the Treasurer. Financial records and bank accounts shall be maintained under the direction of the Executive Director, who shall provide related information and documentation for audit by an independent certified public accountant. Also, the Executive Director will provide the Treasurer with an annual report for presentation to the membership at the Annual Meeting. The Treasurer shall be an ex-officio, non-voting member of all standing committees and workforces except as otherwise provided in these Bylaws or by appointment.

In the event the Treasurer shall be unable to carry out the functions of his or her office, either the President or the Secretary may assume these duties until the duly elected Treasurer is able to resume his or her duties of office or the Board of Directors acts to fill the unexpired term.

Section 10. Historian. The Historian shall provide the Board of Directors with historical context for current and proposed Society policies and practices, as appropriate. The Historian also shall work with the Society’s Executive Director to oversee the collection and retention of information and documents considered suitable for the organization’s records from a historical standpoint.

Section 11. Immediate Past President. The Immediate Past President shall serve as Executive Committee liaison to the Committee on Standards and Ethics for a one-year term.

ARTICLE VII: Executive Director

The Board of Directors shall appoint a chief staff officer hereinafter designated the Executive Director. The Executive Director shall be responsible for the operational management of the affairs of the Society under the direction of the elected officers and Board of Directors. The Executive Director shall be bonded in an amount sufficient to safeguard the financial assets of the Society.

ARTICLE VIII: Editor

Section 1. Designation and Qualification. Subject to direction of the Board of Directors, the Editor shall be responsible for all of the activities associated with the editing and publishing of scholarly journals published by the Society, including The Annals of Thoracic Surgery. The Editor shall be the Chair of The Annals of Thoracic Surgery Editorial Board.

Section 2. Selection, Appointment and Term(s). The Board of Directors shall appoint the Editor for service during the succeeding term, which shall begin at the end of the Annual Meeting following such appointment. The Editor shall serve for a maximum of two terms, with an initial term of five (5) years and a second term of up to five (5) years, as determined by the Board of Directors. The individual identified to succeed the current Editor (the Editor-Designate), shall be selected by a search committee appointed by the Executive Committee, upon the recommendation of the President, at least eight months prior to the conclusion of the Editor’s final term, as determined by the Board of Directors.

Section 3. Vacancy. A vacancy in the office of Editor shall be filled by the Board of Directors for the unexpired portion of the term. The designation of an individual to fill a vacancy pursuant to this provision shall not serve to disqualify him or her from appointment to the office for the subsequent term if he or she otherwise would have been eligible for appointment to that office but for the designation.

ARTICLE IX: Committees

Section 1. Standing Committees: The standing committees of the Society shall be:

(a)   Executive Committee
(b)   Finance Committee
(c)   Nominating Committee
(d)   Membership Committee
(e)   Standards and Ethics Committee

and such other standing committees as the Board of Directors, by a two-thirds (2/3) vote, may establish.

Section 2. Executive Committee.

(a) Composition. The Executive Committee shall consist of the President, who will serve as Chair, the First Vice President, the Second Vice President, the Secretary, the Treasurer, the Immediate Past President, and, when appropriate, the Secretary-Elect and the Treasurer-Elect.

(b) Authority. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors in the management and direction of the affairs of the Society, except with respect to authority prohibited, prescribed or limited by resolution of the Board of Directors or by the Illinois General Not-For-Profit Corporation Act.

(c) Meetings. The Executive Committee shall meet at such time, date and place as may be called by the President, or by any three (3) members of the Executive Committee. Written notice of the meetings shall be provided at the direction of the person or persons calling the meeting at least one (1) day prior to the day of the meeting in the same manner as provided for providing notices of Board meetings pursuant to these Bylaws. A majority of the members of the Executive Committee shall constitute a quorum for meetings and, unless otherwise provided under these Bylaws or by law, the act of a majority of the members of the Executive Committee shall constitute the act of the Executive Committee.

Section 3. Finance Committee. The Finance Committee shall work with the Executive Director in the development of the Society’s annual budget and shall oversee the performance of the Society in light of that budget throughout the fiscal year. The Finance Committee also shall review the independent auditor’s report, oversee the Society’s investment and other financial matters, and generally provide guidance to the Board of Directors related to the fiscal well-being of the Society. A past elected officer of the Society appointed by the Executive Committee shall serve as Chair of the Committee for a single term of three (3) years, and the five other members of the Committee shall be the First Vice President, the Secretary, the Treasurer, and two members of the Society appointed by the Executive Committee, upon recommendation from the First Vice President as provided at Article IX, Section 7 hereof; provided, however, that the Treasurer-Elect, when in office, also shall be a member of the Finance Committee.

Section 4. Nominating Committee. The Nominating Committee shall consist of the last four consecutive living past Presidents, the current President, and Society members appointed by each of the Council Chairs, one per Council, who are not currently serving on the Board of Directors or as a Council Chair. The most senior past President shall serve as committee Chair. The appointed committee members shall serve a single term of two (2) years or, initially, a single term of one (1) year to achieve staggering. Any vacancy amongst the appointed committee members shall be filled through an interim appointment made by the respective Council Chair. Such interim appointment shall be for the remainder of the unexpired term and shall not serve to disqualify him or her from appointment to a subsequent single term of two (2) years. The committee shall prepare a slate of nominees for elected officers and the rest of the Board of Directors; provided, however, that no member of the Nominating Committee shall be nominated for election to the Board of Directors or nominated for election to office; that no Honorary, Resident/Fellow, Medical Student or Associate Member shall be nominated for election to office; that no Honorary, Medical Student or Associate Member shall be nominated for election to the Board of Directors; and that the nomination of any Senior Member for election to office or to the Board of Directors unless shall not be effective unless his or her nomination is approved by the Board of Directors.

Section 5. Membership Committee. The Membership Committee shall consider all applications for Surgeon Membership and report its recommendations to the Executive Committee.

Section 6. Standards and Ethics Committee. The Standards and Ethics Committee shall represent the Society, under the direction of the Board of Directors, in matters relating to standards of conduct in the specialty and in matters pertaining to medical ethics and discipline which involve members of the Society.

Section 7. Committee Members and Chairs. Except as otherwise provided in these Bylaws or in the resolution establishing a committee, (a) members of each committee need not be directors of the Society; (b) the Executive Committee, upon recommendation from the First Vice President, shall appoint the members and Chairs thereof for service during the succeeding term, which shall begin at the end of the Annual Meeting following such appointment; and (c) each committee member and Chair shall serve for a term of three (3) years, with a maximum of two consecutive three-year terms in each capacity; provided, however, that in extraordinary circumstances, the term of any committee member or Chair may be extended by the Executive Committee, upon recommendation from the First Vice President. Any committee member or Chair may be removed by the Executive Committee whenever in its judgment the best interests of the Society shall be served by such removal. Subject to the foregoing, each member and Chair of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member or Chair shall cease to qualify as a member thereof.

Section 8. Vacancies. Except as otherwise provided in these Bylaws, vacancies in the membership of any committee may be filled by the President, upon approval of the Executive Committee.

Section 9. Quorum. Unless otherwise provided in these Bylaws or the resolution of the Board of Directors designating a committee, a majority of the 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. Notwithstanding the foregoing, if any members of the committee recuse themselves or otherwise are disqualified from acting on a matter solely for reasons of conflicts of interest, then the number of committee members will be reduced accordingly for purposes of calculating a quorum, and the act of a majority of the remaining members shall be the act of the committee; provided, however, that the number of members qualified to act on behalf of the committee may not be reduced to less than one-third of the entire committee and, provided further, that if the number of remaining members is less than a majority of the entire committee, then the act of such remaining members must be unanimous.

Section 10. Rules. Each committee may adopt rules for its own governance not inconsistent with the Illinois General Not For Profit Corporation Act of 1986, as amended, the Articles of Incorporation, these Bylaws or rules duly adopted by the Board of Directors.

ARTICLE X: Councils, Workforces and the STS Research Center

Section 1. Councils. In order to enhance the Board of Directors’ ability to manage the affairs of the Society, the operational activities of the Society conducted outside the auspices of the standing committees shall be divided among several Councils as the Board of Directors shall determine. Each Council shall be governed by an Operating Board and a Chair, who shall be responsible for the day-to-day application of policies established by the Board of Directors and will submit periodic written reports to the Board.

Section 2. Workforces. Each of the Councils shall include various workforces, each responsible for addressing Society activities within one or more specified areas of endeavor. The various Society Councils, Council Operating Boards, workforces, and their corresponding areas of responsibility, are set forth in Appendix 1 attached hereto and made a part hereof, as amended by the Board of Directors from time to time.

Section 3. Council Operating Boards. Each Council shall be governed by an Operating Board, which shall be composed of the Council Chair, the Chair of each workforce included within the Council, at least one (1) Director-at-Large appointed by the Executive Committee, an elected officer of the Society who shall serve as an Executive Committee liaison to the Council, and any other individuals appointed thereto by the Executive Committee, upon recommendation from the First Vice President, each of whom shall be appointed for a term in accordance with Article V, Section 3, of these Bylaws. Subject to the foregoing, each member of an Operating Board appointed by the Executive Committee shall continue as such until his or her successor is appointed unless the Executive Committee shall specify otherwise or such member shall cease to qualify as a member thereof. Each Council Operating Board will be responsible to the Board of Directors.

Section 4. Council Chairs. The Council Chairs shall be appointed by the Executive Committee, upon recommendation from the First Vice President, for service during the succeeding two-year term, which shall begin at the end of the Annual Meeting immediately following their appointment; provided, however, that in filling any vacancy that may arise, the Executive Committee may adjust the new Council Chair’s term so as to achieve staggering among the Council Chairs. The Council Chairs shall be responsible to the Board of Directors; shall implement policy as authorized and updated by the Board of Directors; and shall be accountable to the Board of Directors in the establishment and management of their respective annual budgets. The Council Chairs shall be responsible for oversight and direction of their respective Council Operating Boards and workforces and will work with the workforce Chairs to maintain sound financial management of their respective Councils’ budgets. The Council Chairs shall submit regular written reports to the Board of Directors to define the progress of their respective Councils and workforces and shall be authorized to call and preside at meetings of their respective Operating Boards. The Council Chairs shall not be members of the Board of Directors; they shall serve for a term of two (2) years, with a maximum of two consecutive two-year terms; provided, however, that in extraordinary circumstances, the term of any Council Chair may be extended by the Executive Committee, upon recommendation of the First Vice President. Subject to the foregoing, each Council Chair shall continue as such until his or her successor is appointed, unless their respective Operating Board shall be sooner terminated, or unless such Council Chair shall cease to qualify as a member thereof.

Section 5. Workforce Members and Chairs. Except as otherwise provided in these Bylaws or in the resolution establishing a workforce, (a) members of each workforce need not be directors of the Society; (b) the Executive Committee, upon recommendation from the First Vice President, shall appoint the members and Chairs thereof for service during the succeeding term, which shall begin at the end of the Annual Meeting following such appointment; and (c) each workforce member and Chair shall serve for a term of three (3) years, with a maximum of two consecutive three-year terms in each capacity; provided, however, that the Executive Committee may make special arrangements with third party organizations for their representation on specified workforces under terms and conditions approved by the Executive Committee; and, provided further, that in extraordinary circumstances, the term of any workforce member or Chair may be extended by the Executive Committee, upon recommendation from the First Vice President. Notwithstanding the foregoing, the members of the Workforce on the Annual Meeting shall serve for a term of one (1) year, with a maximum of three consecutive one-year terms, and a Workforce on Annual Meeting Chair and Vice Chair shall be appointed to serve a maximum of one one-year term, provided, however, that in extraordinary circumstances, the term of any Workforce on Annual Meeting member may be extended by the Executive Committee for an additional term, upon recommendation from the First Vice President. Any workforce member or Chair may be removed by the Executive Committee whenever in its judgment the best interests of the Society shall be served by such removal. Subject to the foregoing, each member and Chair of a workforce shall continue as such until his or her successor is appointed, unless the workforce shall be sooner terminated, or unless such member or Chair shall cease to qualify as a member thereof.

Section 6. Vacancies. Vacancies in the membership of any Council Operating Board or workforce may be filled by the President, upon approval of the Executive Committee.

Section 7. Quorum. Unless otherwise provided in these Bylaws or the resolution of the Board of Directors designating a Council or workforce, one-third (1/3) of the Council Operating Board or workforce 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 Council Operating Board or workforce.

Section 8. Rules. Each Council Operating Board and each workforce may adopt rules for its own governance not inconsistent with the Illinois General Not For Profit Corporation Act of 1986, as amended, the Articles of Incorporation, these Bylaws or rules duly adopted by the Board of Directors.

Section 9. Limitation on Powers. No Council Operating Board or workforce, or Chair thereof, shall have any power to act for, represent, or bind the Society in any manner unless such act or action, proposal or recommendation shall have been reported and ratified or approved by the Board of Directors of the Society at any regular or special meeting thereof.

Section 10. Establishment and Termination of Councils and Workforces. The Board of Directors, by a two-thirds (2/3) vote, may establish or discontinue any Council (or, by a majority vote, may establish or discontinue any workforce) when such action is deemed to be in the best interests of the Society, and upon such terms as the Board may deem necessary and proper.

Section 11. STS Research Center. The Society also shall maintain an STS Research Center and an associated workforce, which workforce shall be organized and operated as set forth in Appendix 1 attached hereto and made a part hereof, as amended by the Board of Directors from time to time.

ARTICLE XI: Fiscal Year, Fees and Dues

Section 1. Fiscal Year. The fiscal year of the Society shall be determined by the Board of Directors.

Section 2. Initiation Fees and Dues. The initiation fees for newly elected Surgeon Members and the annual dues for Surgeon, Resident/Fellow, Medical Student and Associate Members shall be determined by the Board of Directors.

Section 3. Assessments. Surgeon Members may be subject to assessment from time to time as determined by the Board of Directors.

Section 4. Limited Exemptions. Senior and Honorary Members, as well as Surgeon Members who have been granted inactive status, shall be exempt from all dues and assessments; provided, however, that these individuals' subscriptions to The Annals of Thoracic Surgery will be optional; and, provided further, that the Board of Directors may assess appropriate administrative fees payable by Surgeon Members who have been granted inactive status, as well as individuals who have been granted Senior Member status by reason of early retirement pursuant to these Bylaws.

ARTICLE XII: Conduct and Discipline

Section 1. Conduct. A member of the Society shall conduct his or her relationships with patients, fellow physicians, and the public at-large in a manner consistent with his or her legal obligations and the Bylaws and policies of the Society.

Section 2. Discipline. The Society may take disciplinary action against a member for conduct inconsistent with his or her legal obligations or the Bylaws or policies of the Society. Such disciplinary action may include, without limitation, admonition, censure, probation, suspension, or expulsion.

Section 3. Disciplinary Procedure.

(a) Review of Complaints/Disciplinary Action. Any question or complaint concerning the conduct or discipline of a member shall be reviewed and acted upon by the Society in accordance with procedures established by the Board of Directors.

(b) Member Cooperation. Each member of the Society shall cooperate fully with the Society in its disciplinary processes. Failure to so cooperate shall be considered conduct inconsistent with these Bylaws and the policies of the Society and may subject a member to disciplinary sanctions as provided in this Article XII of these Bylaws and the related procedures established by the Board of Directors.

ARTICLE XIII: Peer Review

Section 1. Purpose. In furtherance of the Society’s objectives of improving and strengthening the standards of practice of thoracic surgery, the Society, when appropriate, shall review and evaluate surgical personnel and their procedures, equipment, and systems when requested to do so by hospitals, medical societies, governmental agencies, or similar organizations or groups.

Section 2. Member Cooperation. Each member of the Society shall cooperate fully with the Society in its peer review and evaluation activities. Failure to so cooperate shall be considered conduct inconsistent with the purposes of the Society, and may, upon recommendation of the Committee on Standards and Ethics, subject a member to disciplinary sanctions by the Board of Directors as provided in Article XII of these Bylaws.

ARTICLE XIV: Rules of Order

Any question of order not provided by these Bylaws shall be determined by parliamentary usage as contained in Robert’s Rules of Order (Newly Revised).

ARTICLE XV: Waiver of Notice

Whenever any notice whatsoever is required to be given under the provisions of the Illinois General Not For Profit Corporation Act of 1986, as amended, or under the provisions of the Articles of Incorporation or these Bylaws, 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

The Society shall indemnify all officers and directors of the Society to the full extent permitted by the 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 may be determined from time to time by the Board of Directors of the Society.

ARTICLE XVII: Amendments

The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the members in attendance having voting rights, at any regular or special meeting of the membership, provided that at least thirty (30) days written notice is given of the substance of the proposal to alter, and or repeal or to adopt new Bylaws at such meeting.

APPENDIX 1

Amended: October 21, 2023 (by the STS Board of Directors), effective January 29, 2024

A. Council on Education

1. Workforce on Adult Cardiac and Vascular Surgery

Areas of responsibility will include the identification and assessment of issues that are of unique concern to adult cardiac surgeons, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to adult cardiac surgeons that are not within the scope of other STS Workforces’ responsibilities.

2. Workforce on Annual Meeting

Areas of responsibility will include the Annual Meeting program and other educational programs presented in conjunction with the Annual Meeting.

3. Workforce on Congenital Heart Surgery

Areas of responsibility will include the identification and assessment of issues that are of unique concern to congenital heart surgeons, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to congenital heart surgeons that are not within the scope of other STS Workforces’ responsibilities.

4. Workforce on Critical Care

Areas of responsibility will include the identification and assessment of issues that are of unique concern to cardiothoracic surgeons who perform critical care services, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to cardiothoracic surgeons who perform critical care services that are not within the scope of other STS Workforces’ responsibilities.

5. Workforce on E-Learning and Educational Innovation

Areas of responsibility will include the development and maintenance of an electronic learning system for thoracic surgery and the exploration of innovative educational methods and associated technologies.

6. Workforce on General Thoracic Surgery

Areas of responsibility will include the identification and assessment of issues that are of unique concern to general thoracic surgeons, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to general thoracic surgeons that are not within the scope of other STS Workforces’ responsibilities.

7. Workforce on International Education

Areas of responsibility will include the identification of opportunities for the conduct of STS educational meetings to be held outside the United States and provided unilaterally or in conjunction with other organizations, and the development of associated programs.

8. Workforce on Surgical Treatment of Adults with Congenital Heart Disease

Areas of responsibility will include the identification and assessment of issues that are of unique concern to surgeons who treat adults with congenital heart disease, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to those surgeons that are not within the scope of other STS Workforces’ responsibilities.

9. Workforce on Surgical Treatment of End-stage Cardiopulmonary Disease

Areas of responsibility will include the identification and assessment of issues that are of unique concern to surgeons in the field of cardiac or pulmonary mechanical support, transplantation or other surgery for end-stage cardiopulmonary disease, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues of unique concern to those surgeons that are not within the scope of other STS Workforces’ responsibilities.

10. Workforce on Technology and Innovation

Areas of responsibility will include the identification and assessment of new technologies introduced into the field of thoracic surgery, liaison with other STS Workforces in their efforts to address those issues, and recommending strategies for addressing those issues pertaining to new technology that are not within the scope of other STS Workforces’ responsibilities.

B. Council on Quality and Research

1. Workforce on Evidence Based Surgery

Areas of responsibility will include the development of patient management protocols and guidelines, and enhancement of the dissemination and implementation of STS practice guidelines.

2. Workforce on National Databases

Areas of responsibility will include the development and enhancement of the adult cardiac, general thoracic, and congenital heart surgery databases.

3. Workforce on Research

Areas of responsibility will include general oversight of the STS Research Center, including those federally funded studies and other research grants made to the Society under its auspices; promotion of scientific areas of research suitable for the Society; education and guidance for new investigators, including ethical standards for research; and development, support and facilitation of clinical trials in thoracic surgery.

C. Council on Health Policy and Relationships

1. Workforce on Coding and Reimbursement

Areas of responsibility will include CPT coding, RUC recommendations, and related membership education activities.

2. Workforce on Health Policy, Reform and Advocacy

Areas of responsibility will include developing responses to industry, other specialties and the government on issues that affect the practice of medicine/thoracic surgery, maintaining interaction with other organizations that will provide coalition support or information that will help the Society maintain its position of strength in the area of health policy, and related media interaction activities. (Joint STS/AATS Activity)

D. Council on on Member Engagement

1. Workforce on Cardiothoracic Surgery Practice Models

Areas of responsibility will include practice management issues, industry relations and medico-legal issues.

2. Workforce on Career Development

Areas of responsibility will include developing resources for cardiothoracic surgeons to assist them during the first 7 years of practice, including educational programming, mentoring initiatives, and resources that will be of value both in the transition from residency to employment or private practice and in early practice development.

3. Workforce on Diversity, Equity, and Inclusion

Areas of responsibility will include advising the Society leadership on diversity and inclusion best practices; developing resources and undertaking initiatives to nurture an environment of diversity and inclusion within the Society and the broader cardiothoracic surgery specialty; enhancing the cultural competency of cardiothoracic surgeons and allied health professionals; and addressing health disparities within the cardiothoracic surgery clinical, scientific, education, and advocacy arenas.

4. Workforce on Media Relations and Communications

Areas of responsibility will include identifying and responding, as appropriate, to thoracic surgery matters of interest or importance to the media and the public; recommending strategies for STS relationships and interactions with those groups; identifying and preparing STS members for media interaction; and coordinating proactive efforts to position the specialty and its issues positively with the media and the public.

5. Workforce on Multidisciplinary Team Care

Areas of responsibility will include the identification of issues important to multidisciplinary providers working directly with cardiothoracic surgery patients, the creation of targeted educational programming, task forces, and other mechanisms to meet the needs of multidisciplinary providers, and the promotion of their involvement with the governance and activities of the Society.

6. Workforce on Thoracic Surgery Resident Development

Areas of responsibility will include generating interest in thoracic surgery among medical students and general surgery residents, developing resources for thoracic surgery residents, including educational programming, mentoring initiatives, and help with identifying employment opportunities.

7. Workforce on Wellness

Areas of responsibility will include developing resources and programs to enhance the health and well-being of cardiothoracic surgeons and trainees, and advancing initiatives to promote workplace cultures, environments, and polices that support surgeon and trainee health and well-being.