1 Southeast Pediatric Cardiovascular Society SEPCS BYLAWS Southeast Pediatric Cardiovascular Society (SEPCS) ARTICLE 1 Name The name of this organization is the Southeast Pediatric Cardiovascular Society (SEPCS). ARTICLE II Purpose and Goals Section 1. Purpose Statement To promote the health and welfare of infants, children, adolescents and adults with congenital or acquired heart disease and their families by enhancing the art and science of pediatric cardiovascular nursing. Section 2. Goals a) Plan and implement programs, projects and other activities to advance the professional understanding and science of the congenital cardiovascular health care clinician. b) Provide support and assist efforts to enhance the discipline of congenital heart disease and cardiothoracic surgery care. c) Encourage, foster and assist member participation in the development of educational programs within the field of congenital cardiovascular care. d) Provide technical assistance and education to interested professionals, including doctors, nurses, respiratory therapists, and paraprofessionals on subjects relating to the care of the congenital cardiovascular patient. e) Engage in activities that will directly or indirectly improve the care available to infants, children, adolescents and adults with congenital or acquired heart disease and their families. f) Network with others in the field of congenital cardiology and cardiothoracic surgery by sharing ideas on approaches, care and teaching materials that are currently being utilized including publications, seminars, lectures and similar methods of communication. g) Maintain a current directory of multidisciplinary caregivers specializing in the care of infants, children, adolescents and adults with congenital or acquired heart disease as a reference for specialists, peers and patients. h) Support appropriate research endeavors by participating in and promoting research projects. ARTICLE III Status 2 The SEPCS is a nonprofit organization and does not intend the distribution of gains, profits or dividends to the officers, Board of Directors or members. This does not preclude the redistribution of dues and/or fees to support educational or research endeavors. ARTICLE IV Membership Section 1. Categories The Society shall have three categories of members, that is Active, Lifetime and Honorary. Section 2. Qualifications Any person who is interested in the care of infants, children, adolescents and adults with congenital or acquired heart disease and who subscribes to the purposes of the Society, agrees to abide by its bylaws, and meets such other criteria for membership as may be established by these bylaws or by the Board of Directors, shall be eligible for membership. a) Active Member. Any health care professional caring for or having an interest in caring for infants, children, adolescents and adults with congenital or acquired heart disease and their families. b) Lifetime Member. Any active member who has rendered distinguished service or outstanding contribution to the care of infants, children, adolescents and adults with congenital or acquired heart disease and their families and this Society shall be eligible for lifetime membership by unanimous vote of the Board of Directors of this Society. c) Honorary Member. Any individual who is not eligible for membership in any other category but has rendered distinguished service or outstanding contribution to the care of infants, children, adolescents and adults with congenital or acquired heart disease and their families and/or this Society shall be eligible for honorary membership by unanimous vote of the Board of Directors of this Society. Section 3. Rights and Benefits Members shall have the rights conferred by this Section 3 and no other rights. Members shall have the benefits determined by the Board of Directors of this Society. a) Active Member. Active members shall be entitled to receive all official publications of the Society, to vote, to hold office, to serve on committees, and shall have all other benefits of membership. b) Lifetime Member. Lifetime members shall be entitled to receive all official publications of the Society, to vote, to hold office, to serve on committees, and shall have all other benefits of membership. c) Honorary Member. Honorary members shall be entitled to attend membership meetings and shall have all the benefits of membership, except they shall not be entitled to vote, hold office, or serve on committees. Section 4. Membership Application All applications for membership shall be made in writing and shall be submitted to the Treasurer 3 of the Society with the annual membership fees as established by the Board of Directors of this Society. Section 5. Annual Membership Renewal All active members shall pay an annual membership fee determined by the Board of Directors. The membership fee shall be due and payable on September 30 th of the current year. A one hundred eighty (180) day grace period will be allowed for completion of membership renewal, after which the membership shall automatically be terminated. Any member removed from membership because of incomplete membership renewal may be reinstated by making a written application as described in Section 4 of these Bylaws. ARTICLE V Meetings Section 1. Regular Meetings There shall be at least one regular meeting each year that shall include academic programming. If more than one meeting is held, the fall meeting shall be the Annual Meeting. Officers and committees present annual reports at the Annual Meeting. Special 2. Special Meetings Special meetings may be called by the President or upon the request of 2 members of the SEPCS. ARTICLE VI Officers and Election of Officers Section 1. Titles a) The officers of the SEPCS shall be President, Vice President, Secretary, Treasurer, Membership Coordinator, and Website Coordinator. The officers shall be elected by email ballot and serve a term of two years and/or until their successors are elected. Officers shall assume their office upon the announcement of the election results. All officers are members of the Board of Directors for the duration of their term of office. b) The Past President remains a member of the Board of Directors, until succeeded. The Vice President shall make quarterly updates to the membership directory and provide this to the Web Site Coordinator for posting. c) The President, with the approval of the Board of Directors, shall appoint such other persons as may be necessary to conduct the business of the SEPCS. Section 2. Vacancies The Vice President shall fill the office of the President in the event of a vacancy. All other offices are filled by appointment of the Board of Directors with written notice to the membership of available vacancies. Section 3. Duties 4 The duties of the officers shall be as followed: a) The President shall be the Executive officer and shall administer all business of the SEPCS as provided by the bylaws. The President will collaborate with the Web site Coordinator to maintain timely, updated lists of meetings, conferences and announcements. The President is an ex-officio member of all SEPCS committees with the exception of the Nominations Committee. b) The Vice Present shall work with the President as directed c) The Secretary shall serve as corresponding and recording secretary, maintains an electronic mailing list and sends out electronic/ group emails. The Secretary will prepare the minutes for the Annual Meeting, maintain the minutes of Board of Director meetings and all electronic /conference call minutes. The Secretary will provide minute minutes to the Web Site Coordinator for posting. d) The Treasurer shall be the custodian of the funds of the SEPCS and may be bonded. The Treasurer shall provide information on all new member applications to the Secretary and Membership Coordinator as it is received. Prepares the Financial Report for the Annual Meeting. e) The Membership Coordinator, with responsibility for maintaining membership records, will send out annual Membership Renewal letters, membership cards and the President’s Welcome letter f) The Web site Coordinator shall keep the web site updated, posting current information on conferences, meetings, Membership Directory and all other web information. Maintain the electronic dues payment link (PayPal) and an access link to the current Membership Directory. The Wed Site Coordinator will publish all ballot results, Membership Application and Bylaws. g) Each officer shall submit a report to the membership at the Annual Meeting. Section 4. Compensation The officers and directors of the Society shall receive no compensation for their services but may be reimbursed for expenses approved by the Board of Directors. ARTICLE VII Board of Directors The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, Membership Coordinator, Web site Coordinator, and the Past President. The Board of Directors shall meet annually and at such times as deemed necessary by conference call or email communication to transact business of the Society. Notice of regular or special meetings of the directors shall be given to each director at least 7 days prior to the time set for the meeting, if mailed, or at least 48 hours prior if delivered by telephone or email. ARTICLE VIII Standing Committees Section 1. Committee Structure a) Standing committees can include the Bylaws Committee, Nominations Committee, and others as designated by the Board of Directors. b) The term of office shall be two years. A member may serve up to three consecutive terms or may be reappointed by the President or Committee Chairperson. c) Each standing committee shall present a report to the membership at the Annual Meeting. 5 Section 2. Bylaws Committee a) The Bylaws Committee shall review the Bylaws annually. It shall consider, edit, and/or correlate such amendments as it may originate and as are referred to it. b) The Bylaws Committee shall consist of members appointed by the President. Section 3. Nominations Committee a) The Nominations Committee shall secure the consent to serve, prepare the ballot and send to the Board of Directions prior to the Annual Meeting. b) The Nominating Committee shall consist of elected or appointed members with the Past President as the chairperson. Section 4. Special Committees To be appointed and dissolved by the President as needed. ARTICLE IX Finance Section 1. Fiscal Year The fiscal year shall be October 1st to September 30th. Section 2. Membership Fees a) Members pay annual dues with the amount determined prior to the Annual Meeting by the Board of Directors. This financial obligation shall be due at the beginning of the current fiscal year. b) Lifetime and Honorary members pay no dues. ARICLE X Quorum Section 1. Membership A quorum at an SEPCS business meeting shall consist of two officers and at least four members. Section 2. Board of Directors A quorum of the Board of Directors shall consist of three members and must conduct one meeting annually wherein they are physically present, or attend a telephone conference call. Additional work of the Board may be conducted electronically. ARTICLE XI Parliamentary Authority 6 Robert’s Rules of Order, newly revised shall govern Society and Board meetings in all cases in which they are consistent with these Bylaws. ARTICLE XII Amendments Members must present proposed amendments to the Bylaws to the Board of Directors for review. Proposed amendments or revisions of the Bylaws must be approved by a majority vote of the Board of Directors. Bylaws will be posted on the web for review. ARTICLE XIII Dissolution A resolution for the dissolution of the SEPCS shall be signed by a majority of active members entitled to vote and shall be presented at a meeting of the SEPCS. If ¾ of those members present and voting shall vote for the dissolution, the officers shall take the necessary steps to conclude the affairs of the SEPCS. Upon dissolution of the Society, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose. These distributions of funds to include the Adult Congenital Heart Association (ACHA) and the National Pediatric Cardiology Quality Improvement Collaboration (NPCQIC). Any such assets not so disposed of shall be disposed by the Court of Competent Jurisdiction of the county in which the principle office of the Society is located, exclusively for such purposes or to such organizations as said Court shall determine which are organized and operated exclusively for such purposes. Revised: October 12, 2015 Approved: E. Marsha Elixson, Past President and JoAnn Nieves, Interim President