ARTICLE I: Name

The name of this Organization shall be the Washington State Chapter of the American College of Surgeons, hereinafter referred to as the "Chapter".

ARTICLE II: Purpose

1.  The purposes of this Chapter shall be to endeavor to attain the objectives of the American College of Surgeons, which are: to elevate the standards of practice, training and education in surgery; to establish a standard of competence and character for practitioners of surgery; to educate the public and the profession to understand that the practice of surgery calls for special training and that the surgeons elected to Fellowship in the American College of Surgeons have had such training and are properly qualified to practice surgery; to stimulate interest in the Candidate Group among surgical residents and young surgeons; and to assist in providing the public with surgical and hospital facilities of the highest ethical and professional standards.

2.  Any income received by this Chapter shall be applied exclusively to the purposes and objectives of this organization.  No part thereof shall ever inure to the personal benefit of any member or individual, nor shall ever be used for political or propaganda purposes.  Upon the dissolution of this organization, any surplus of assets remaining after all debts and obligations of the Chapter have been paid and satisfied shall not either directly or indirectly inure to the benefit of any member or individual, but all such assets shall be expended in their entirety for the purposes of this Chapter.

3.  Neither the Chapter nor its officers nor any of its members is authorized to represent or in any way bind the American College of Surgeons nor will any of them in any way hold themselves out as being so authorized.

ARTICLE III: Membership

1.  The membership of the Chapter shall be composed of three classes: Fellows, Associate Fellows, and Affiliates.  The qualifications for and rights of membership in the respective classes are as follows:

(a)   Fellows.  Fellows of the American College of Surgeons, who are in good standing, who are residing or practicing in the State of Washington, and who agree to comply with Chapter Bylaws.  Fellows shall have the right to participate in the Chapter's business, vote and hold office.  Fellows classified by the American College of Surgeons as Retired, Dues Fully Paid, Completed, or Dues Waived shall pay no Chapter dues and shall have the right to vote and hold office.

(b)   Associate Fellows.  Associate Fellows of the American College of Surgeons, who are in good standing, who are residing or practicing in the State of Washington, and who agree to comply with Chapter Bylaws.  Associate Fellows shall have the right to vote, shall pay only one-half of the annual dues, and shall not hold Chapter offices.

(c)   Affiliates.  Members of the Candidate Group of the American College of Surgeons, who are in good standing, who are residing or practicing in the State of Washington, and who agree to comply with Chapter Bylaws.  The affiliates shall be exempt from dues and shall not have the right to vote or to hold office.

2.  Membership in the Chapter shall terminate:

(a)  Upon the receipt by the Council of the written resignation of a member;

(b)  Upon the failure of a member to pay dues for one year, provided such member shall have been notified in writing of such delinquency; and

(c)  Upon the member's termination of Fellowship in the American College of Surgeons.

ARTICLE IV: Meetings of Members

1.  The Chapter shall hold an Annual Clinical Meeting, the time and place to be designated by the Council.  During the Annual Clinical Meeting, the Chapter shall hold an Annual Business Meeting for the purpose of electing officers, and for the transaction of such other business as may come before the meeting.

2.  Special meetings of the members may be called at any time either by the President, by the Council, or by a majority of the entire membership of the Chapter.

3.  Written or printed notice stating the place, day, and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member not less than ten (10) days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary-Treasurer or the officer or persons calling the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the member at his address as it appears on the records of the Chapter.

4.  Five percent of the voting members of the Chapter shall constitute a quorum at any meeting of the members; provided that if less than a quorum is present at said meeting, a majority of those present may adjourn the meeting from time to time without further notice.

5.  The act of a majority of the voting members present in person at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by statute, the Articles of Incorporation or these Bylaws.

ARTICLE V: Council

1.  The property and affairs of the Chapter shall be managed by its Council.

2.  The Council shall consist of the officers of the Chapter, the Chairmen of the State Committees on Cancer and Trauma, plus the Regents and Governors of the American College of Surgeons residing or practicing in the State of Washington, who shall be ex-officio members of the Council.

3.  Special meetings of the Council may be called by electronic media or verbal notice, at the request of the President or any three (3) Council members.  The person or persons authorized to call special meetings of the Council may fix the place, day, and hour for holding any such special meetings

4.  A majority of the members of the Council shall constitute a quorum for the transaction of business at any meeting of the Council, provided that if less than a majority of the members is present at any meeting, a majority of the members of the Council present may adjourn the meeting to another time without further notice.

5.  The act of a majority of the members of the Council present at a duly called meeting at which a quorum is present shall be the act of the Council, unless the act of a greater number is required by statute, the Articles of Incorporation, or these Bylaws.

6.  The Council shall meet a minimum of two times a year to be determined by the Council. 

7.  Members of the Council or any committee designated by the Council may participate in a meeting of such Council or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

ARTICLE VI: Officers

1.  The officers of the Chapter shall consist of a President, Immediate Past President, President Elect (Vice-President), Secretary-Treasurer, Historian, six additional elected Councilors, one elected Senior Councilor, and the Interspecialty Council Representative to the Washington State Medical Association.

2.  The President-Elect shall be elected by the members at the Annual Meeting of the Chapter, shall take office as President-Elect at the conclusion of that meeting, shall take office as President at the conclusion of the next Annual Meeting following election, and shall serve for one year as President-Elect and two years as President or until a successor has been elected.

3.  The Vice-President: The President-Elect shall serve as the Vice-President.

4.  The Secretary-Treasurer shall be elected by the members at the Annual Meeting of the Chapter, shall take office at the conclusion of that meeting, and shall serve for three years or until a successor has been elected.

5.  The Historian shall be elected by the members at the Annual Meeting of the Chapter, shall take office at the conclusion of that meeting, and shall serve for three years or until a successor has been elected.

6.  At each Annual Meeting, two Councilors shall be elected by the members for terms of three years, and shall take office at the conclusion of that meeting.

7.  The Senior Councilor, who shall be a retired Fellow, shall be elected by the members at the Annual Meeting of the Chapter, shall take office at the conclusion of that meeting, and shall serve for two years or until a successor has been elected

8.  The Interspecialty Council Representative to the Washington State Medical Association shall be elected by the members at the Annual Meeting of the Chapter, shall take office at the conclusion of that meeting, and shall serve for three years or until a successor has been elected.

9.  Vacancies occurring in any office of the Chapter, including vacancies among the office of Councilors, may he filled by appointment by the President, and any individual who is so appointed shall hold office until the next meeting of the Council, at which meeting the Council shall, by majority vote, elect an individual to fill the office with respect to which vacancy occurs.  If the term of office with respect to which vacancy occurs shall not expire at the next meeting of the Chapter, then the members shall at such meeting elect an individual to fill that office for the unexpired portion of such term.

ARTICLE VII: Duties

1.  The President shall be the principal executive officer of the Chapter, and shall in general supervise and direct all the business and affairs of the Chapter, subject to the direction and control of the Council.  The President shall preside at all meetings of the Chapter and at all meetings of the Council, and shall perform other duties incidental to the office as shall be determined from time to time by the Council.

2.  The President-Elect shall serve as Vice-President, shall perform the duties of the President in the absence of the President, shall have all the powers of and be subject to all the restrictions upon the President, and shall perform such other duties incidental to the office as shall be determined from time to time by the Council.

3.  The Secretary-Treasurer shall keep a record of the proceedings of all meetings of the Chapter and of the Council, shall collect dues as fixed by the Council, shall be responsible for the safekeeping and disbursement of all funds, shall present an annual account, which shall be reviewed at the Annual Business Meeting, and shall perform all other duties incidental to the office as shall be determined from time to time by the Council.  The Secretary-Treasurer shall, on forms provided for the purpose, submit an annual report on the Chapter's activities to the Organization Department of the American College of Surgeons within thirty (30) days of the conclusion of the Annual Meeting of the Chapter.

4.  The Historian shall assemble and preserve facts concerning the founding of the Chapter, lists of Presidents, meeting places and visiting lecturers.  He shall keep pertinent records of general interest.  These records should be presented to the membership from time to time.

ARTICLE VIII: Dues

Annual dues shall be established by the Council in such amounts as it deems necessary to defray Chapter expenses.  Dues are payable in January, All Fellows (other than Retired or otherwise excepted Fellows) residing or practicing in the State of Washington shall be assessed the annual dues.  Associate Fellows shall be assessed one-half the annual dues.  A member in arrears for one year shall receive a letter prior to being dropped from membership.

ARTICLE IX: Committees

1.  Committees may be established by resolution of the Council adopted at any duly called and constituted meeting, or may be established by the President with ratification by the Council at the next Council meeting.  The size, purposes and powers of such committees shall be as set forth in such resolution.  Except as otherwise provided in such resolution or these Bylaws, the President of the Chapter shall appoint the members of and fill the vacancies on each such committee.  The President shall appoint one member of each committee to serve as chairman of the committee.

2.  Unless otherwise provided in the resolution of the Council establishing a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present shall be the act of the committee.

3.  A Nominating Committee of three Chapter members shall consist of the two most recent Past Presidents of the Chapter, and a chairman appointed by the President.  The Committee shall submit at least one nominee for each office to be elected at the Annual Meeting.  Such nominations shall not be exclusive and additional nominations may be made by any member from the floor

ARTICLE X: Parliamentary Authority

All matters of procedure not covered by statute, the Articles of Incorporation or these Bylaws, shall be governed by the then-current edition of Robert's Rules of Order, Newly Revised.

ARTICLE XI: Amendments

1.  These Bylaws may be amended by a two-thirds affirmative vote of the members present at any regular or special meeting of the Chapter, provided a full statement of such proposed amendment shall have been published to the membership at least thirty (30) days in advance of the meeting.

2.  The Regents of the American College of Surgeons shall have the right to disapprove any amendment, which disapproval shall render such amendment null and void.

ARTICLE XII: Fiscal Year

The fiscal year of the Chapter shall begin on the first day of January and end on the last day of December of each calendar year.

ARTICLE XIII: Indemnification

To the fullest extent permitted by law, the Chapter may indemnify any and all of its officers or committee members, and every former officer or committee member, for certain expenses and other amounts paid in connection with legal proceedings in which such person becomes involved by reason of serving in any such capacity with or for the Chapter.  The Chapter may purchase and maintain insurance on behalf of any and all officers or committee members against any liability asserted against any such person, and incurred in any such capacity, whether or not the Chapter would have the power to indemnify them against such liability under the provisions of this Article or otherwise.