Bylaws of the Saint Louis Thoracic Society

Article I — Name and Offices

1.1 Name. The name of this corporation is the Saint Louis Thoracic Society (the “Society”), a Missouri nonprofit corporation organized under Chapter 355 of the Revised Statutes of Missouri.

1.2 Principal office. The principal office of the Society shall be located in the State of Missouri at such place as the Board of Directors may designate.

Article II — Purpose

2.1 Purpose. The Society is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its specific purposes are to advance the art and science of cardiothoracic surgery in the St. Louis region; to provide a forum for the presentation and discussion of clinical cases, outcomes, and scientific work; to foster collegial relationships and professional collaboration among cardiothoracic, adult cardiac, general thoracic, and congenital cardiac surgeons who practice at different institutions; and to support the education of surgical trainees.

2.2 Restrictions. No part of the net earnings of the Society shall inure to the benefit of any member, director, officer, or private person. No substantial part of the Society’s activities shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Society shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

Article III — Membership

3.1 Classes. The Society shall have three classes of members: Active, Trainee, and Emeritus.

3.2 Active members. Active membership is open to surgeons who hold a doctor of medicine or equivalent degree, who have completed training in cardiothoracic surgery or one of its subspecialties, and who practice principally in the St. Louis metropolitan region. Active members have the right to vote and to hold office.

3.3 Trainee members. Trainee membership is open to residents and fellows enrolled in an accredited cardiothoracic surgery training program in the region. Trainee members are exempt from dues, may attend all meetings, and may not vote or hold office.

3.4 Emeritus members. An Active member who has retired from the clinical practice of surgery may be designated an Emeritus member by the Board. Emeritus members are exempt from dues, may attend all meetings, and may not vote or hold office.

3.5 Admission. Application for membership shall be made through the Society’s website or in writing to the Secretary. Applications shall be reviewed by the officers, and an applicant becomes a member upon approval by a majority of the officers and payment of any dues then owing.

3.6 Dues. Annual dues for Active members shall be fixed by the Board of Directors and are currently two hundred fifty dollars ($250). Dues are payable for each calendar year. A member whose dues remain unpaid ninety (90) days after notice shall be considered not in good standing and shall not be entitled to vote until dues are paid. The Board may waive dues in individual cases.

3.7 Resignation and removal. Any member may resign by written notice to the Secretary. A member may be removed for conduct detrimental to the Society by a two-thirds vote of the Board of Directors after the member has been given written notice and an opportunity to be heard.

Article IV — Meetings of Members

4.1 Regular meetings. The Society shall hold two regular meetings each year, at dates, times, and venues determined by the Board. Each regular meeting shall ordinarily include a scientific program of member case presentations and discussion.

4.2 Annual meeting. One of the two regular meetings each year shall be designated the annual meeting, at which officers are elected and reports of the officers are received.

4.3 Special meetings. Special meetings may be called by the President or by any two officers, or upon the written request of one-fourth of the Active members in good standing.

4.4 Notice. Notice of each meeting stating the date, time, and place shall be sent to each member by electronic mail not less than fourteen (14) days before the meeting.

4.5 Quorum and voting. Active members in good standing present at a duly noticed meeting constitute a quorum. Each Active member in good standing has one vote. Except as otherwise provided in these Bylaws, action is taken by a majority of the votes cast. Voting by electronic ballot is permitted when authorized by the Board.

Article V — Board of Directors

5.1 Powers. The affairs of the Society shall be managed by its Board of Directors.

5.2 Composition. The Board of Directors shall consist of the officers of the Society: the President, the President-Elect, the Secretary, and the Treasurer. The Board shall have not fewer than three (3) directors.

5.3 Term. Directors serve by virtue of their office and for the term of that office.

5.4 Meetings. The Board shall meet at least twice each year and at such other times as the President or any two directors may call. Meetings may be held by telephone or video conference. Notice of not less than seven (7) days shall be given, unless waived.

5.5 Quorum and action. A majority of the directors then in office constitutes a quorum. The act of a majority of directors present at a meeting at which a quorum is present is the act of the Board. The Board may act without a meeting by unanimous written consent, including by electronic mail.

5.6 Vacancies. A vacancy on the Board shall be filled by vote of the remaining directors, and the person so chosen shall serve until the next annual meeting.

5.7 Compensation. Directors shall serve without compensation, but may be reimbursed for reasonable expenses incurred on behalf of the Society.

Article VI — Officers

6.1 Officers. The officers of the Society shall be a President, a President-Elect, a Secretary, and a Treasurer. Each officer must be an Active member in good standing.

6.2 Election and term. Officers shall be elected by the Active members at the annual meeting and shall serve a term of two (2) years or until a successor is elected. Officers may be re-elected.

6.3 President. The President shall preside at all meetings of the members and of the Board, shall represent the Society, and shall perform such other duties as the Board may assign.

6.4 President-Elect. The President-Elect shall perform the duties of the President in the President’s absence, shall assist the President as requested, and shall succeed to the office of President at the end of the President’s term.

6.5 Secretary. The Secretary shall keep the minutes of all meetings, maintain the membership roll, give required notices, and keep the records of the Society.

6.6 Treasurer. The Treasurer shall have custody of the funds of the Society, collect dues, keep accurate accounts, deposit all funds in the name of the Society, and report on the finances of the Society at each annual meeting and whenever requested by the Board.

6.7 Removal. An officer may be removed, with or without cause, by a two-thirds vote of the Active members in good standing present at a meeting called for that purpose.

Article VII — Finances

7.1 Fiscal year. The fiscal year of the Society shall be the calendar year.

7.2 Funds. All funds of the Society shall be deposited in accounts in the name of the Society. Disbursements over one thousand dollars ($1,000) shall require the approval of two officers.

7.3 Contracts. The Board may authorize any officer to enter into contracts on behalf of the Society.

7.4 Records. The Society shall keep correct and complete books and records of account and minutes of the proceedings of its members and Board, which shall be available for inspection by any member for a proper purpose at a reasonable time.

Article VIII — Conflicts of Interest

8.1 Any director or officer having a financial interest in a transaction with the Society shall disclose that interest to the Board, shall not vote on the matter, and the transaction may be approved only if the disinterested directors determine that it is fair and in the best interest of the Society.

Article IX — Indemnification

9.1 The Society shall indemnify its directors and officers to the fullest extent permitted by Chapter 355 of the Revised Statutes of Missouri against expenses and liabilities incurred in connection with any proceeding to which they are a party by reason of serving the Society, provided they acted in good faith and in a manner reasonably believed to be in the best interests of the Society.

Article X — Dissolution

10.1 Upon the dissolution of the Society, after paying or making provision for the payment of all liabilities, the remaining assets shall be distributed to one or more organizations organized and operated exclusively for charitable, scientific, or educational purposes that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board shall determine. No assets shall be distributed to any member, director, or officer.

Article XI — Amendments

11.1 These Bylaws may be amended or repealed by a two-thirds vote of the Active members in good standing present at any regular or special meeting, provided that the text of the proposed amendment has been sent to all members at least fourteen (14) days before the meeting.