(Revised December 2009)
ARTICLE I - OFFICES, NAME, PURPOSES AND PRINCIPLES
1.1 Principal Office. The principal office of this Society shall be located in the State of Illinois.
1.2 Other Offices. The Society may have other offices at such other places, within or outside of Illinois as the Board of Directors may from time to time determine or as the business of the Society may require.
1.3 This organization shall be known as the North American Spine Society.
1.4 The purposes of the North American Spine Society are as follows:
1.4.a To improve the quality of scientific knowledge and pursuit of high standards of excellence in patient care, clinical practice and related sciences among professionals in the field of spinal disorders.
1.4.b To maintain an educational organization dedicated to the exchange of ideas and dissemination of scientific facts concerning the spine.
1.4.c To provide instruction, scientific meetings and professional publications for surgical, non-operative and diagnostic purposes related to the spine.
1.4.d To improve the means of communication with and support for scientists and clinicians in their work and to provide means for improving their work.
1.4.e To investigate and promulgate concepts and methods by which malfunctions of the spine may be detected and improved.
1.4.f To maintain the highest ethical standards for the organization and to maintain full communication and interaction with other recognized bodies and specialty associations.
1.5 Other purposes and principles of the North American Spine Society include:
1.5.a To receive, hold, and disburse gifts, bequests, devises and other funds for the purposes stated herein.
1.5.b To own and maintain or to lease suitable real estate and any other personal property necessary to accomplish the purposes stated herein so long as such action is in conformity with the Articles of Incorporation. To enter into, make, perform, and carry out contracts of every kind for any lawful purpose, in conformity and in compliance with the Articles of Incorporation.
1.5.c To participate in such other activities as permitted by applicable Non-Profit Corporation Acts or other governing laws.
1.6 This Society has been formed under applicable and legal Non Profit Corporation Acts for the public purposes described herein, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Society shall consist of the publication or dissemination of materials for the purpose of influencing legislation, nor shall the Society participate in any political campaign on behalf of or opposed to any candidate for public office.
1.7 This Society has been formed under applicable and legal Non Profit Corporation Acts for the public purposes described herein, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Society shall consist of the publication or dissemination of materials for the purpose of influencing legislation, nor shall the Society participate in any political campaign on behalf of or opposed to any candidate for public office.
ARTICLE II - MEMBERS
2.1 Classification of Members. The members elected to this Society shall be divided into six (6) classes. They shall be elected as provided in Article 2, Section 2. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
2.1.a Active Member - This membership class shall be limited to MDs, DOs, and PhDs who are North American Residents and demonstrate continuing interest in the problems of the spine and the pursuits and affairs of the Society. Active Members are expected to devote at least 50% of their professional activities to spinal problems, and meet other criteria for membership. The MD or DO must be Board certified, as defined by their respective specialty organizations, and maintain high ethical standards. Annual payment of dues, as shall be established by the Board of Directors, is required. An Active Member may vote and hold office. Active Members are strongly encouraged to attend at least one (1) annual meeting every three (3) years.
2.1.b Associate Member - Such members may be a PhD-candidate or Board eligible MD or DO who are North American Residents. Associate Members are expected to devote at least 50% of their professional activities to spinal problems, and meet other criteria for membership. An Associate Member shall pay dues, may attend annual meetings and have voting rights but may not hold elected office. In selected cases, Associate Members may be assigned a consultative role to the Board of Directors, a Council or Committee.
2.1.c Honorary Member - Proposals for election of Honorary Membership shall be made by the Membership Chairman and approved by the Board of Directors. Honorary Members shall normally be exceptional persons who have helped to further the purposes of NASS as set forth in these bylaws. Presidential Lecturers may be elected as Honorary Members by the Board of Directors on recommendation by the President. Honorary Members shall not pay dues or have voting rights but may attend annual meetings. Honorary Members shall be neither candidates for elective office nor committee appointments, although they may be assigned a consultative role within NASS committees.
2.1.d Corresponding Member - A Corresponding Member designation is open to all healthcare professionals with an active interest in spinal problems and who are not residents of North America. He/she may attend annual meetings and participate in discussions but will not have voting rights. Corresponding Members shall be neither candidates for elective office nor committee appointments but may serve a consultative role within NASS. A Corresponding Member shall pay appropriate dues as determined by the board.
2.1.e Emeritus Member - An Emeritus Member must have been an active member of the Society for at least five (5) years and request a change in membership status in writing, after retiring from the practice of medicine or upon reaching 65. He/she must be an active member at the time of such request. He/she may neither hold office nor vote, nor serve on, nor chair a committee, but may otherwise retain the privileges of his/her former membership category without the requirement of paying dues.
2.1.f Affiliate Member - This category of membership is reserved for a) Allied Health Professionals, including Physicians, Nurse Practitioners, Registered Nurses, Physician’s Assistants, chiropractors, Physical Therapists and related assistants; and b) Technical Professionals, members of industry or other institutions (i.e., university, government, private). The field of work of such an Affiliate must be specifically related to the spine. This category applies only to
individual Affiliate members and not groups, companies, departments or institutes. Affiliates must pay dues. Affiliates may neither hold office nor vote on matters related to the general NASS organization but may serve on committees, be elected to offices and vote on matters related to the functions of the Affiliate membership.
2.2 Application to Membership
2.2.a A curriculum vitae must accompany the application or request for an application.
2.2.b Membership applications shall be reviewed by the Membership Review Committee and submitted to the membership for review and/or approval in either one of two ways: (1) the Chair person of the Membership Review Committee shall publish the names of candidates in the NASS magazine, SpineLine. If a member protests a listed candidate stating his or her reason for objecting within 60 days, the Membership Chair person will submit all but the objected to names to the Board of Directors for approval. Upon approval of at least two-thirds (2/3rds) of the Board of Directors, the roster of candidates will then be accepted into the membership; or (2) upon approval of at least two-thirds (2/3rds) of the Board of Directors, the Chair person of the Membership Review Committee shall submit the names of candidates to the members of the Society at the first business session of an annual meeting and ask for approval or rejection by voice call by at least 2/3rds of those present. The membership committee chair will review all objections and try to resolve the issue. If he or she cannot, it will be referred to the appropriate committee for further review.
2.2.1. Membership shall terminate upon death, dissolution, non-payment of dues for a period of one (1) year, or acceptance by the Board of resignation of a member. Any member whose license to practice medicine is suspended or revoked (and who does not hold an unrestricted license to practice medicine in another state) shall have his or her Membership automatically suspended or revoked for a corresponding period of time.
PROFESSIONAL CONDUCT AND ETHICS OF MEMBERS
2.3 The duties of the Board of Directors of this Society include overseeing applications for membership and questions relating to the conduct and ethics of the Society’s members. The Board of Directors shall have the power to suspend or expel any member who fails to pay dues, who no longer possesses the qualifications necessary for membership, who is found to have engaged in unprofessional or unethical conduct, who is convicted of a felony involving moral turpitude, or for other reasons as herein provided.
2.3.1 Hearings on Charges of Unprofessional Conduct. Any Active Member of this Society in good standing may bring charges alleging that another member is failing to maintain good professional standing, has violated the Society’s Code of Ethics, or has otherwise engaged in unprofessional conduct. Violation of the Society’s Expert Witness Guidelines, Disclosure Policy, or any section of the Code of Ethics can be the basis for disciplinary action under these Bylaws. Any such charges may be made against any class of member, shall be in writing and shall specify the basis therefore. The charges shall be delivered to the Headquarters of the Society, which shall forward a copy to the Professional Conduct and Ethics Committee, which shall process the charges in accordance with such reasonable procedural guidelines as it may adopt. The Professional Conduct and Ethics Committee shall call upon the members who bring the charges for such information, witnesses, and evidence as may be necessary to determine whether a hearing on the charges is warranted, and shall give the charged member an opportunity to respond in writing before such a decision is made. If the Committee determines that a hearing is warranted, both the Complainant and the Respondent shall be given at least 30 days notice of the time and place of the hearing and shall be invited to attend, with or without legal counsel, to present their views and to respond to questions raised by the Committee. No action shall be taken or recommended against any member without giving the member the opportunity for a hearing. All such hearings shall be transcribed by a certified court reporter, with transcripts furnished to both the Complainant and Respondent and attached to the final Report and Recommendations of the Committee. The Respondent may waive participation in the hearing and if he/she fails to attend the hearing he/she shall be deemed to have waived the right to be present.
2.3.1.a Complaints may also be referred to the Professional Conduct & Ethics (PC&E) Committee by the Conflict of Interest Review Panel (COIRP) in cases where the COIRP has determined that there are reasonable grounds to believe that a violation of NASS' Disclosure Policy may have occurred, whether by a NASS member or a party who is not a NASS member. In all such cases hearings will be scheduled and conducted in accordance with the PC&E Committee's customary Procedural Guidelines, with a representative of the COIRP being the formal Complainant. In cases where a non-member is the Respondent, the PC&E Committee, after conducting its hearing and concluding that a violation has occurred, may recommend to the Board of Directors whatever sanction of the Respondent appears to be appropriate.
2.3.1.b In cases initiated by the COIRP against a non-member, the Board's decision on the recommendation of the PC&E Committee shall be by a majority vote of the voting Board members present, voting by secret ballot. Appeals to the General Membership are available similar to appeals by members under section 2.3.3 of these Bylaws.
2.3.2 Report and Recommendations to Board of Directors. After reviewing the material submitted by both the Complainant and Respondent, and conducting any hearing which is warranted or required by its Procedural Guidelines, or these Bylaws, the Professional Conduct and Ethics Committee shall recommend to the Board of Directors:
2.3.2.a That the charges are not sustained, and that no further action be taken; or
2.3.2.b That the charges are sustained and that the Respondent be:
2.3.2.b.1 Censured in writing;
2.3.2.b.2 Suspended for a definite period of time; or
2.3.2.b.3 Expelled.
The Respondent shall be notified in writing of the date of the meeting at which the Report and Recommendations of the Professional Conduct and Ethics Committee will be made to a quorum of the Board of Directors. At that meeting the Respondent shall be given an opportunity to make any statement he/she desires, either personally or through counsel, before action is taken. The Chairman of the Professional Conduct and Ethics Committee shall present and explain the Committee’s Report and Recommendations to the Board, but there shall be no examination of witnesses or introduction of further evidence before the Board of Directors. At the conclusion of the hearing, the Board of Directors shall, by secret ballot, determine what action it will take on the Report and Recommendations of the Professional Conduct and Ethics Committee. Censorship, suspension or expulsion shall require an affirmative vote of at least three-fourths (3/4) of the voting directors present.
2.3.3 Appeal to General Membership. Any member of this Society whom the Board of Directors has voted to censure, suspend, or expel for unprofessional conduct shall have the right to appeal to the membership at the time of the next Annual Meeting. At that time, the member shall be given the opportunity to make any statement desired and may be represented by counsel. The aggrieved member may make his or her appeal anonymously if they choose to do so. The President of the Society, or his or her designee, may also make a statement and explain the actions of the Board of Directors, but there should be no examination of witnesses or introduction of further evidence before the membership. At the conclusion of both presentations, the membership shall, by secret ballot, determine whether it will sustain or reverse the action of the Board of Directors. An affirmative vote of at least three-fourths (3/4) of the voting members present shall be required to reverse a decision of the Board of Directors.
2.3.4 Suspended Member. A suspended member shall not be entitled to exercise any of the rights of membership, but may be subject to further disciplinary proceedings for unprofessional or unethical conduct pursuant to these Bylaws.
2.3.5 Reinstatement. Any time after the expiration of one (1) year from the date of expulsion, a former member may apply in writing to the Board of Directors for reinstatement. Before acting, the Board may request a review and recommendation of the reinstatement request by the Professional Conduct and Ethics Committee. If the former member is found to be otherwise qualified, he or she may be reinstated by vote of not less than three-fourths (3/4) of the Board of Directors.
2.4 Resignation. Resignations shall be submitted in writing to the Secretary to be acted upon by the Board of Directors. No tendered resignation shall be effective until accepted by the Board of Directors. If a member tenders a resignation after notification in writing that charges of unprofessional conduct have been brought against him or her and are pending, the Board of Directors may, at its discretion, delay or refuse acceptance of the resignation. If the Board accepts the resignation, the records shall be designated “resignation of member accepted while under investigation” and the investigation of the Professional Conduct and Ethics Committee will terminate. Any such member shall not be eligible for reinstatement to the Society.
2.5 Renewal of Membership - Each year all memberships shall be renewed by the completion of a form, which may contain detailed questions regarding the practices and spine-related activities of the Member and the payment of dues.
ARTICLE III - MEETINGS OF MEMBERS
3.1 Annual Meeting - The annual meeting shall consist of scientific sessions, as arranged by the Program Committee, and two or more business meetings as determined by the Board of Directors or its Executive Committee.
3.2 Special Meetings - Special meetings of the members may be called by the President, the Board of Directors or its Executive Committee, or by not less than one tenth (1/10th) of the members having voting rights.
3.3 Place of Meeting - The Board of Directors may designate any location for an annual meeting or a special meeting. If all of the members shall meet at any time and place and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any appropriate Society action may be taken. The annual meeting of the members of the Society shall be at a time and place designated by the Board of Directors and approved by the Society membership. Proposed sites for future annual meetings shall be presented in SpineLine for objections to be levied, or by the Site Task Force at the first business session and voted upon at the final business session.
3.4 Notice of Meetings - Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by mail, e-mail or facsimile, to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting, at the direction of the President, the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, or by facsimile, addressed to the member at his address as it appears on the records of the Society.
3.5 Informal Action by Members - Any action required to be taken at a meeting of the members or any action which may be taken at a meeting of the members may be taken without a meeting, if a consent in writing, setting forth the action to be taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
3.6 Quorum - Members holding one tenth (1/10) of the votes which may be cast at any meeting shall constitute a quorum. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting at any time without further notice.
3.7 Conduct of Business - All meetings of the Society shall be governed by parliamentary rules, as interpreted by the Society’s Parliamentarian.
3.8 Open Meetings - The educational meetings of this Society are open to all members and other persons. Any member or other person upon proper application and payment of fees may attend any educational meeting. Members of the Society shall have preference if the meeting site imposes restrictions on attendance.
3.9 Guests of the Society - Physicians-in-training may be guests of the Society but are required to have a letter of recommendation from their Chief of Service. Other persons may be designated guests by the Board of Directors, at the request of an Officer or Chairman. All guests of the Society shall then pay only the cost of social events and have a reduced cost of registration, as determined by the Board of Directors.