(Revised October 2012)
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 Voting Rights. Only active and associate members are eligible to vote on bylaws changes and candidates for 2nd vice president, secretary, treasurer and membership.
2.1.a Board, Committee and Task Force Voting Rights. Unless restricted by board, committee or task force rules, all appointed board, committee and task force members shall have voting rights on that board, committee or task force. This includes ex-officio members, such as council directors, or other volunteers regardless of their membership category.
2.2 Categories of Membership. Members shall be divided into seven (7) categories. All members admitted to the Society are eligible to serve on committees and task forces. Additional rights, requirements and qualifications for such categories shall be as follows:
2.2.a Active Member. Active members must be MDs or DOs (or international equivalent), certified by an American Board of Medical Specialties board (or substantial equivalent as determined by the Board of Directors); or PhDs (or substantial equivalent as determined by the Board of Directors). Active members must devote at least 50% of their professional activities to spine. Active members pay annual dues set by the Board of Directors. Only active members may hold elected office and serve on the Board of Directors.
2.2.b Associate Member. Associate members are board eligible MDs or DOs, or PhD candidates (or individuals who have completed a substantially equivalent program as determined by the Board of Directors), who devote at least 50% of their professional activities to spine. Associate members pay annual dues set by the Board of Directors.
2.2.c In-Training Member. In-training members are residents or fellows who are enrolled in a residency training program or subspecialty fellowship with an interest in spine care. In-training members do not pay annual dues.
2.2.d Affiliate Member. Affiliate members include physicians who devote less than 50% of their professional activities to spine, nurse practitioners, registered nurses, physician assistants, chiropractors, physical therapists, researchers, practice managers, coders, technical professionals or other health care professionals with an interest in spine. Affiliate members pay annual dues set by the Board of Directors.
2.2.e Emeritus Member. Emeritus members are individuals who have been members in good standing of the Society for at least fifteen (15) years and have retired. Requests for emeritus membership must be made in writing to the Society headquarters. Emeritus members do not pay annual dues.
2.2.f International Member. International members are health care professionals with an interest in spine who are generally not residents of North America. Individuals residing outside of the United States who qualify for another category of membership may choose to apply instead for international membership. International members pay annual dues set by the Board of Directors.
2.2.g Honorary Member. Honorary membership is intended for individuals who are recognized for leading achievements and contributions to the field of spine care. Proposals for election of honorary membership shall be made by the Chair of the Membership Review Committee, and honorary membership shall be bestowed by the Board of Directors. Honorary members do not pay annual dues but shall demonstrate continuing participation in the Society on an annual basis.
2.3 Sections. Sections are intended to develop educational programming in areas of emerging interest in spine care. Sections shall start as task forces and may evolve into standing committees, if successful. Section members must abide by committee rules.
2.4 Application for Membership
2.4.a Application Requirements. A curriculum vitae or résumé must accompany the application for membership.
2.4.b Application Review and Approval. Membership applications shall be reviewed by the Membership Review Committee, and the candidates’ names shall be submitted to the general membership for review and approval in one of two ways: (1) in the NASS magazine, SpineLine; or (2) via electronic communication. If a member protests a candidate or candidates, stating his or her reason for objecting within thirty (30) days of publication, the Chair of the Membership Review Committee shall submit all but the objected name(s) 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 shall be submitted to the members of the Society at the first business session of the annual meeting and shall be approved or rejected by voice call by at least two thirds (2/3rds) of those present who have voting rights.
2.5 Termination of Membership. Membership shall terminate upon death, dissolution, non-payment of dues for a period of three (3) months, or resignation if accepted by the Board of Directors. Any member whose license to practice medicine is suspended or revoked (and who does not hold an unrestricted license to practice medicine in another jurisdiction) shall have his or her membership automatically suspended or revoked for that corresponding period of time.
2.5.a Resignation. Resignations shall be submitted in writing to the Society headquarters, to be acted on by the Board of Directors. No tendered resignation shall be effective until accepted by the Board of Directors.
2.5.b Resignations during Charges of Unprofessional Conduct. 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 of Directors accepts the resignation, the records shall be designated “resignation of member accepted while under investigation” and any investigation by the Professional Conduct and Ethics Committee will terminate. Any such member shall not be eligible for reinstatement to the Society.
2.6 Renewal of Membership. Each year all memberships shall be renewed by the payment of annual membership dues as set by the Board of Directors.
2.7. Professional Conduct and Ethics. The duties of the Board of Directors of the 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, or for other reasons as herein provided.
2.7.a Hearings on Charges of Unprofessional Conduct. Any active member of the 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. Charges may be made against a member of any category, shall be in writing, and shall specify the basis therefore. The charges shall be delivered to the Society headquarters, which shall forward a copy to the Professional Conduct and Ethics (PC&E) Committee, which shall process the charges in accordance with such reasonable procedural guidelines as it may adopt. The PC&E Committee shall call on 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 PC&E Committee determines that a hearing is warranted, both the Complainant and the Respondent shall be given at least thirty (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 PC&E 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 PC&E Committee. The Respondent may waive participation in the hearing, and if he or she fails to attend the hearing, he or she shall be deemed to have waived the right to be present.
2.7.a.1 Complaints may also be referred to the 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, as in the case of certain procedures involving the COIRP, a nonmember who was a participant in a NASS event. 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.
2.7.a.2 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 2.7.c of these Bylaws.
2.7.b 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 PC&E Committee shall recommend to the Board of Directors:
2.7.b.1 That the charges are not sustained, and that no further action be taken;
2.7.b.2 That the charges are sustained and that the Respondent be:
2.7.b.2.1. Censured in writing;
2.7.b.2.2. Suspended for a definite period of time; or
The Respondent shall be notified in writing of the date of the meeting at which the Report and Recommendations of the PC&E 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 or she desires, either personally or through counsel, before action is taken. The Chair of the PC&E Committee shall present and explain the Committee’s Report and Recommendations to the Board of Directors, 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 PC&E Committee. Censorship, suspension or expulsion shall require an affirmative vote of at least three fourths (3/4ths) of the voting Directors present.
2.7.c Appeal to General Membership. Any member of the Society whom the Board of Directors has voted to censure, suspend or expel for unprofessional conduct shall have the right to appeal to the general 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 general 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 (3/4ths) of the voting members present shall be required to reverse a decision of the Board of Directors.
2.7.d 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.
2.7.e 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 PC&E 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 (3/4ths) of the Board of Directors.
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.