BYLAWS

BYLAWS OF THE LOS ANGELES SOCIETY OF PLASTIC SURGEONS

 

ARTICLE I: Name and Location

Section 1: The name of this organization shall be the Los Angeles Society of Plastic Surgeons (LASPS).

 

Section 2:  The offices of the Society shall be located in the State of California and/or any other location(s) selected by the Board of

 

Directors.

 

ARTICLE II: Purposes

 

Purpose:

The Purpose of the Los Angeles Society of Plastic Surgeons (LASPS) is to provide high quality, evidence and experienced based educational opportunities that are designed to advance physician competence, enhance practice performance, promote patient safety and improve patient outcomes.

 

Content:

Included among our educational offerings are updates in plastic surgery techniques and basic science research and reviews of current or best practice recommendations for the clinical care of plastic surgery patients. The LASPS also provides learning modules in quality improvement and communication skills, as well as professional development with regard to ethics, leadership and patient safety.

 

Target Audience:

 

We seek to serve healthcare professionals such as plastic surgeons, allied health personnel, researchers, residents and students in the field of plastic surgery.

 

Types of Activities:

 

The LASPS provides CME activities in the form of lectures, case presentations, panel discussions, and morbidity/ mortality rounds. The educational design and instructional method for each activity is chosen to best serve the needs and learning objectives of the planned activity. 

 

Expected Results:

 

The LASPS expects is members and participants to report increased confidence in their approach to clinical problems. We also expect our audience to express their intent to change their behavior and apply newly acquired strategies in their practice. We expect that, when observed, our learners will demonstrate competence and effective use of targeted skills. Finally, we expect that our evaluations and analysis will show improvement in performance parameters that impact patient outcomes.

 

Cultural and Linguistic Competency:

The Los Angeles Society of Plastic Surgeons acknowledges the importance of culture and communication in delivering effective health care and is committed to educating physicians in delivering culturally and linguistically appropriate care

 

 

ARTICLE II: Membership

 

Section 1:  General

Those eligible to be admitted to membership in the Society shall be regularly licensed physicians engaged in the practice of plastic surgery and those others who also fulfill the requirements provided by the bylaws. All eligible persons shall agree to comply with the Society's Code of Ethics.

 

Section 2:  Categories of Membership

Categories of membership in this Society shall be (A) Active Member, (B) Associate Member, (C) Candidate Member, (D) Inactive Member, (E) Honorary Member.

 

A. Active Member

1. Definition: Active Members shall be surgeons of high moral standing and professional qualifications who are actively engaged in the practice of plastic surgery in California. They shall be unlimited in number. Active Members shall be admitted only upon invitation by the Society. The applicant for membership must be certified by the American Board of Plastic Surgery or the Canadian equivalent. The applicant must have an unrestricted license to practice medicine in the State of California.

 

2. Procedure: The Membership Committee shall review each application, shall determine that it is in order and that all supporting materials are attached, and shall determine whether the applicant for membership is acceptable for inclusion on the list of applicants for membership. The Board shall review the determination of the Membership Committee in each instance.  A rejected applicant may reapply after two (2) years from the date of rejection for consideration of membership.

 

3. Privileges: Upon election to Active Membership and payment of dues, the Active Member shall have the right to vote at any meetings of the membership and shall be eligible to hold office in the Society.

 

4. Dues. Active Members shall pay yearly dues. Members who become delinquent in their dues shall be notified by the Treasurer at monthly intervals. After three (3) consecutive notifications, the delinquent member shall be subject to expulsion. After the Treasurer notifies the President and the action is approved, the Society shall then inform the member in writing of their expulsion.

 

B. Associate Member

1. Definition: Associate Members shall be plastic surgeons: who are former Active Members who have moved out of state and elect to retain their membership in the Society; or who are either retired, or are active and practicing in another state; or who are military personnel during the time that they are stationed in California; or who are retired from any other state and now reside in California.

2. Procedure: Applications to be an Associate Member shall go to the Membership Committee and the procedures will be the same as for Active Members.

3. Privileges: Associate Members shall have all the privileges of Active Members, except that they shall not be allowed to vote, hold office or serve on committees or benefit from promotional services of the society.

4. Dues: Associate Members shall pay yearly dues

 

C. Candidate Member

 

Candidates for Membership

 

Section 1. Basic Requirements: Candidates for Membership shall be surgeons of high moral and ethical standing; shall have demonstrated professional competence; shall practice and reside in the United States or Canada; shall be actively engaged in the practice of plastic and reconstructive surgery; and shall have satisfactorily completed such formal training as to qualify for examination by The American Board of Plastic Surgery, Inc., or in plastic surgery by The Royal College of Physicians and Surgeons of Canada and/or the Corporation Professionelle des Médecins du Québec. When application for Candidate for Membership status is received later than five (5) years following completion of formal training, such application shall be accompanied by documentation of eligibility to be seated for examination by the appropriate certifying board.

 

If a Candidate for Membership has not been elected to active status within five years of the initial application, a letter from the appropriate board stating the candidate is still board eligible will be necessary to maintain the Candidate for Membership status in LASPS and such letter must be received every five years until the candidate’s election to active status.

 

Section 2: Application Procedure: An individual may become a Candidate for Membership upon satisfactory completion of appropriate prerequisite surgical training (as determined by The American Board of Plastic Surgery, Inc.), satisfactory completion of a plastic surgery residency approved by the Residency Review Committee for Plastic Surgery and accredited by the Accreditation Council for Graduate Medical Education, or those programs in Canada approved by The Royal College of Physicians and Surgeons of Canada and/or the Corporation Professionelle des Médecins du Québec.

 

Section 3: Rights and Privileges: After becoming a Candidate for Membership and after payment of any entrance fees, dues, or assessments, Candidates for Membership shall have the privilege of attending scientific meetings, business meetings, presenting papers, and participating in discussions. They may not hold office or vote but may serve on committees of the Society.  They may not benefit from promotional services of the Society and may not make verbal or written claims of active membership.

 

Section 4: Limitation of Time for Candidates for Membership Status: An individual may remain a Candidate for Membership until the individual is no longer eligible for certification by the appropriate board or a final decision by the Society to deny the individual Active Membership in the Society.

 

Section 5: Statement of Agreement: Candidates for Membership shall complete and sign the Society’s application form, a waiver, and a statement that they agree to abide by the Society’s Bylaws and Code of Ethics. The completed application and other required material shall be sent to the Executive Office of the Society.

In addition to the requirements of these Bylaws, the Membership Committee and/or the Board of Directors may request any additional letters or information in support of or in reference to an applicant, if necessary to assess the applicant.

 

Section 6: Resignation: Candidates for Membership may resign by filing a written statement with the Board Vice President of Finance and Treasurer of the Society. Resignation shall not relieve candidates of their obligation to pay dues, assessments, or any other charges incurred prior to their resignation.

 

D. Inactive Member

 

1. Definition: Inactive Members shall be Active Members who have become disabled such that they are unable to practice their profession, who are absent from their practice for a prolonged period of time or who are suffering severe financial hardship.

 

2. Procedure: Application for temporary transfer to Inactive status shall be upon written request to the Executive Office for submission to the Board. In the case of severe financial hardship such application shall be forwarded to the Treasurer who shall have the discretion to determine the extent of said hardship prior to submission to the Board.

 

3. Privileges: Inactive Members shall not be eligible to vote, hold office, or serve on committees. They may attend meetings upon payment of the registration fee. Inactive members may receive appropriate Society mailings.  They may not benefit from promotional services of the Society and may not make verbal or written claims of active membership.

 

4. Dues: Inactive Members may pay yearly dues at a reduced rate assessment, as determined by the Board, and continuance of this status shall be at the discretion of the Board, but in no case shall this continuance extend beyond three (3) years from the date of transfer. Reactivation of Active Membership status shall be automatic upon payment of the dues current for the year provided that they have an active license to practice medicine and that there have been no disciplinary actions by a state medical board or any other professional society.

 

E. Honorary Member

Honorary membership may be conferred upon individuals as determined by Board. Honorary Members shall enjoy no rights or privileges of the Society. They shall not pay dues, nor hold office nor vote. They may attend the annual session at no charge for the Scientific Session but shall pay the usual social fee unless excused by the President. They may receive appropriate Society mailings.

 

F. Special Circumstances

Under special circumstances to be determined by the Board, an applicant who has not fulfilled all of the usual requirements may be considered for membership. In these special circumstances, approval by the full Board must be unanimous. Board will assign the category of membership. The membership shall be notified of this special situation and the approval of the Board. The final election to the membership shall be by the usual method provided for in the Bylaws.

 

Section 3: Resignation

Any member may resign by filing a written resignation with the Secretary of the Society, but such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid, except by approval of the Executive Council. A resigned member must reapply in the normal manner prescribed by the Bylaws if they desire readmission to the Society.

 

ARTICLE IV OFFICERS

 

Section 4.01 Board of Directors

The elected Board of Directors of the Society shall include the offices of President, Vice President, Secretary, Treasurer, Membership Chair and Members at Large.  Any Active Member in good standing except as indicated below shall be eligible for nomination and election to the Board of Directors. At any one time, the Board of Directors should consist of no less than five (5) and not more than eight (8) members unless amended by vote of the entire society of eligible voters

The term of office shall be two (2) years for each officer determined by majority vote of the Board of Directors. An officer may serve two terms for as long as four (4) years total. Any extension of the individual offices on the Board beyond two terms will require a unanimous vote from the Board of Directors.

 

Section 4.02 President

The President shall be the Chief Elected Officer of the Society, shall serve as Chair of the Board of Directors, with the right to vote, and shall serve as an ex-officio member, with the right to vote on all committees except the Nominating Committee, the Ethics Committee, and the Judicial Council.

The President shall preside at the Quarterly Meetings, shall make all required appointments of standing and special committees with the approval of the Board. At the Quarterly Meetings of the Society and at such other times as the President shall deem proper, the President shall communicate to the members such matters and make such suggestions as may, in their opinion, tend to promote the welfare and increase the usefulness of the Society. The President shall perform such other duties as are incident to the office or as may be prescribed by the Board.  The President shall preside at all meetings of the Membership of the Society and shall make all appointments to standing and special committees, unless otherwise provided for in these Bylaws.

 

Section 4.03 Vice-President

The Vice-President shall be responsible for such duties as are assigned by the President with the approval of the Board. The Vice-President will preside over votes pertaining to amendments of the Bylaws.  In the absence of the President or the inability of the President to act, or at the request of the President, the Vice-President shall perform the duties of the President. The Vice-President shall succeed to the office of the Presidency in the event that the office of the President becomes vacant for any reason before the end of the term.

 

Section 4.04 Secretary

The Secretary shall be responsible for the preparation of all the minutes, shall maintain records, papers, books, and other property belonging to the Society, shall mail all notices to the members and shall carry into execution all orders, votes, and resolutions not otherwise directed and advise the members of their election to office or their appointment to committees.

 

Section 4.05 Treasurer

The Treasurer shall collect all members' dues and assessments, shall establish proper accounting procedures, shall be responsible for the keeping of the funds in such banks, trust companies, and/or investments as are approved by the Board and shall prepare an annual report for the Annual Business Meeting. No funds shall be drawn from the Treasury except for such purposes as shall have been duly authorized by the Executive Board to provide for the successful management of the business of the Society. The Treasurer at the end of their term in office shall promptly deliver over to their successor all books, money, and other property in their charge. The Treasurer and their employees shall be bonded by an amount determined by Board. The Treasurer shall have the discretion to review applications for change to Inactive status by a member when based on financial hardship and to request supporting documentation from the member.

 

Section 4.06 Membership Chairman

The Membership Chairman shall review applications for each category of membership and/or Candidates for Membership; shall conduct any investigation it deems necessary or appropriate to determine whether an applicant has complied with the requirements set forth in these Bylaws; and shall submit to the Board of Directors its recommendations for, or against, the admission of each applicantARTICLE V: Meetings and Voting

Section 1. Quarterly Meeting: The Quarterly Meeting of the Society shall be held at such time and place as the Board of Directors may determine. The Quarterly Meeting shall consist of scientific and educational sessions

Section 2. Special Meetings: Special meetings may be called by the President, or the Board of Directors, or upon the written request of not less than ten percent (10%) of the Active Members of the Society. The business to be transacted at special meetings shall be stated by the President, or the Board of Directors, or in the written request; no business other than that stated in the notice may be transacted at special meetings.

 

Section 3. Notice of Meetings:
A) Quarterly Meeting: A written, printed, or electronic notice stating the place, day, and time of the quarterly meeting

Meeting notification shall be delivered to each member at least twenty one (21) days prior to the date of the meeting.

B) Special Meeting: A written, printed, or electronic notice stating the place, day, time, and purpose of a special meeting shall be delivered to each member at least fourteen (14) days prior to the date of the special meeting.

Section 4. Voting: At all meetings of the Society, only Active and Life Active Members have the right to vote. Each Active and Life Active Member has one (1) vote. Voting at meetings of the Society must be in person, not by proxy. Except as otherwise provided by law or these Bylaws, the act of the majority of the Active and Life Active Members at a meeting, where a quorum is present, shall be the act of the members.

Voting may be by voice, by show of hands, or by rising except that voting shall be by written or electronic secret ballot with decisions made by majority vote unless another format is previously agreed upon by the Board

Section 8. Cancellation of Meetings: The Board of Directors may cancel any quarterly or special meeting for cause. If the Quarterly Meeting is cancelled, or if a special meeting called to elect individual(s) to office or as directors is cancelled, the Board shall mail to the Active and Life Active Members a written notice.

 

ARTICLE VI: Board of Directors

 

Section 1. Authority and Responsibility: The governing body of the Society shall be the Board of Directors. The Board shall supervise, control, and direct the business and affairs of the Society, its committees and publications; shall determine its policies, which shall be recorded in an official policy manual; shall actively promote its purposes; and shall supervise the investment and disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of the Society’s affairs as it deems necessary or advisable. The Board of Directors may delegate portions of its authority and responsibility to the Executive Committee, but the Board of Directors is ultimately responsible.

 

Section 2. Quorum of the Board: At any meeting of the Board of Directors, no less than one-third (1/3) of the members of the Board shall constitute a quorum for the transaction of business. The act of a majority of those present at a meeting at which a quorum is present shall be the act of the Board.

 

Section 3. Meeting of the Board: Regular meetings of the Board of Directors shall be held not less than two (2) times each administrative year at such time and place as the Board may determine.

Special meetings of the Board of Directors may be called by either the President or one-third (1/3) of the members of the Board of Directors. The person, or persons, authorized to call a special meeting shall fix the purpose, time, and place of such meeting.

The Board of Directors or any committee of the Board of Directors may conduct a meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.

 

Although the President of the Society is Chair of the Board of Directors, the President may determine which member of the Board of Directors shall conduct its meetings.

 

A written or printed notice stating the place, date, and time of meetings, and, in the case of special meetings, the purpose, shall be delivered to each director not less than ten (10) days before the date of the meeting.

 

Section 4. Voting: Each member shall have one vote. Voting shall be in person and shall not be delegated or exercised by proxy unless agreed upon by all board members.

 

Section 5. Action without a Meeting: Any actions that may be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action, is signed by all the members of the Board of Directors. Actions taken without a meeting of the Board of Directors shall have the same force and effect as a unanimous vote of the Board of Directors at a duly called meeting.

 

Section 6. Resignations - Vacancies: Any Director may resign by giving written notice to the Board of Directors of his/her intention to do so and the date upon which his/her resignation shall become effective, and his/her tenure of office shall terminate upon the date specified in such notice. Their successors shall be filled by an individual elected by the Board of Directors of the Society from recommendations of the Executive Committee.

 

Section 7. Compensation: Directors shall not receive compensation for their services.

 

ARTICLE VII: Bylaws and Special Committees

 

Section 1: The Bylaws Committee shall review the Bylaws of the Society annually; shall assure that they are current and in order; shall consider all proposed amendments; and shall make its recommendations to the Board of Directors of the Society and the Plastic Surgery Foundation, respectively.

 

Section 2: Special Committees: The President, with the approval of the Board of Directors, may establish such other committees, subcommittees, commissions or task forces as are necessary or appropriate to carry out the purposes of the Society.

 

Section 3: Terms of Committee Members and Chairs: Unless otherwise provided by these Bylaws, committee members shall serve from the time of their appointment or election for one year. Committee members may succeed themselves; but the Chair may not serve as Chair for more than three (3) consecutive years. Unless otherwise provided in these Bylaws, the President shall appoint the Chair of all committees.

 

Section 4: Quorum and Manner of Acting: Unless otherwise provided by these Bylaws, a majority of the members of a committee shall constitute a quorum. The act of a majority at a meeting at which a quorum is present shall constitute the act of the committee.

 

Section 5: Resignations and Vacancies: Committee members may resign by giving notice to the Board Vice President of their intention and the date upon which the resignation becomes effective. Unless otherwise provided by these Bylaws, vacancies occurring between Quarterly Meetings shall be filled by the President, or by the Board of Directors, if the members were originally elected by the membership.

 

ARTICLE VIII: Continuing Medical Education

The Society recommends that members satisfy the CME requirements as set forth by the American Board of Plastic Surgery.

 

ARTICLE IX: Finance
 

Section 1: Fiscal Period: The fiscal period of the Society shall be determined by the Board of Directors, after considering recommendations by the Audit Committee.

 

Section 2: Budget: Within sixty (60) days following the end of the fiscal period, the Board Vice President and Treasurer shall furnish the Board of Directors with a financial report for the year just completed. The Board of Directors shall adopt an operating budget prior to each fiscal period.

 

Section 3: Checks, Drafts, Etc.: All checks, drafts, and other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Society shall be signed by such officers or agents as the Board of Directors may determine.

 

Section 4: Deposits: All funds of the Society shall be deposited to the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors may determine.

 

Section 5: Gifts: The Board of Directors may accept any contribution, gift, or bequest to the Society.

 

Section 6: Investments: Subject to the limitations or conditions contained in any gift, devise, or bequest, the Society shall have the right to retain all, or part of, securities or property acquired by it and shall have the right to invest, and reinvest, any funds held by it in mortgages, bonds, debentures, shares of preferred or common stock, or other securities and investments. Upon recommendations of its committees or agents, the Society’s investments shall be determined by the Board of Directors.

 

ARTICLE X: Dues, Fees, Assessments, and Other Charges

 

Section 1: Establishment of Charges: Annually, the Board of Directors shall establish all dues, assessments, entrance fees, registration fees and other charges. These sums may be changed on an annual basis by action of the Board of Directors to reflect, but not exceed, changes in the consumer price index. Changes for any other reason shall be ratified by the membership of the Society at an annual or special meeting.

 

Section 2: Payment: All dues, assessments, and other charges are payable annually by a date determined by the Board of Directors. Any dues, fees, assessments, or other charges for an individual or individuals disabled by prolonged illness may be waived at the discretion of the Board of Directors.

 

Section 3: Penalty for Non-Payment by Members: The Treasurer shall send written notice, to any member who is delinquent in the payment of any dues, fees, or assessments sixty (60) days after such amounts become due. Said notice shall state that the delinquency automatically results in suspension from membership in the Society and that suspended members are ineligible to vote, to hold office, or to serve on committees.

If payment is not received within thirty (30) days after mailing said notice, the delinquent member shall be dropped automatically from the membership rolls of the Society and shall forfeit all the rights, benefits and privileges of membership in the Society.

If, within the next fiscal year, a former member, thus dropped from membership, becomes current in the payment of all outstanding dues, fees, and assessments, past and present, the Board may reinstate said former member.

 

Section 4: Penalty for Non-Payment by Candidates for Membership: The Treasurer shall send written notice to any Candidate for Membership who is delinquent in the payment of any dues, fees, assessments, or other charges, sixty (60) days after such amount becomes due. Said notice shall state that the delinquency shall automatically result in suspension as a Candidate for Membership. If payment is not received within thirty (30) days after mailing said notice, the delinquent individual shall be automatically dropped as a Candidate for Membership.

 

ARTICLE XI: Judicial Council

 

Section 1: Composition: The Judicial Council shall consist of five (5) Active Members, one (1) of whom shall be chosen Chair by vote of the members of the Board.

 

Section 2: Election and Term: The members of the Judicial Council shall be elected by a majority vote of the Active and Life Active Members casting votes pursuant to Article VIII. Depending on the number of terms expiring annually, member(s) shall be elected for a term of three (3) years.

 

Section 4: Duties: The Judicial Council shall conduct hearings and render decisions with respect to information received from the Ethics Committee alleging violation of the Society’s Bylaws, Code of Ethics, or rules and regulations, or any other conduct detrimental to the reputation or best interests of the Society. The Judicial Council shall act as the appellate body for any appeals of adverse decisions of the Board of Directors with regard to the member’s or Candidate for Membership’s failure to comply with the Society’s continuing medical education requirements.

 

Section 5: Vacancies: Any member of the Judicial Council may resign by giving the Board Vice President written notice of his/her intention and the date upon which the resignation becomes effective. Vacancies occurring between the Quarterly Business Meetings shall be filled by the Board of Directors.

 

ARTICLE XII: Discipline

Section 1: General Principles: Any member, Candidate for Membership, or Professional Associate may be censured, suspended, expelled or otherwise disciplined for violating the Society’s Bylaws, Code of Ethics, or rules or regulations, or for any other conduct detrimental to the reputation or the best interests of the Society. Any member or Candidate for Membership sanctioned in any manner by a state or provincial medical board shall have an affirmative obligation to notify the Board of Directors of such sanction.

 

Section 2: Initiation and Investigation of Complaints: Complaints raising disciplinary considerations may be made by any interested party. All complaints shall be submitted in writing to the Board. The Board shall investigate the complaint, and present evidence of violations to the Judicial Council.

 

Section 3: Notice and Hearing: If the Judicial Council determines that a violation may have occurred, it shall conduct hearings into the alleged violation. Written notice specifying the alleged violation shall be prepared by the Board and sent to the affected individual, not less than thirty (30) days prior to the date of the hearing. The notice shall state: the time and place of the hearing; that the individual may appear before the Judicial Council in person, with legal counsel and/or with any other representative as he/she may choose; and that he/she may present such information supporting his/her contention that disciplinary action should not be taken as he/she deems appropriate.

Decision of the Judicial Council: If the Judicial Council determines that an individual has committed a violation and should be disciplined, it shall forward its decision in writing to the individual together with a statement that the individual may request, within thirty (30) days of receipt of the notice, an appellate review of the adverse decision by the Board.

 

Section 4: Appeal: If, within said thirty (30) days, the individual requests any appellate review of the Judicial Council’s decision, the Board shall schedule such a review. The Trustees shall give the individual not less than thirty (30) days’ prior written notice of the time and place of the review. The individual, his/her legal counsel, and/or other representative may submit a written statement on the individual’s behalf; they may also make oral presentations before the Board. The decision of the Board shall be final and binding.

 

Section 5: Procedural Rules: The Board of Directors may adopt procedural rules governing investigations, hearings, adverse decisions, and other matters related to discipline or continuing medical education requirements.

 

ARTICLE XIII: Executive Officer and Staff
 

Section 1: Appointment: The Board of Directors may appoint a salaried executive staff, headed by an Executive Assistant whose terms and conditions of employment shall be determined by the Board.

 

ARTICLE XIV: Indemnification of Directors and Officers

The Society shall indemnify, to the full extent permitted by law, every past and present Officer, Director and, Committee Member, and the Executive Vice President of the Society. This indemnification shall be against expenses actually and necessarily incurred in connection with defense or settlement of any action, suit, or proceeding to which any of them is made a party as a result of having served in any of the foregoing capacities. This indemnification shall not apply to matters in which the individual is judged liable for willful misconduct and to matters as shall be settled by agreement predicated upon the existence of such liability.

The term “expenses” shall include attorney fees, court costs, costs of investigation, cost of preparation for an attendance at trials, the amounts of judgments, fines and penalties, amounts paid at settlement (unless paid to the Society), and other expenses necessary and reasonable incurred in connection with the defense or settlement of any action or proceeding.

The foregoing right of indemnification shall not be exclusive of any other rights to which the parties may be entitled. This indemnification shall be in addition to any other power or right of the Society to indemnify its Officers, Directors, and Committee Members.

The Society may purchase insurance against any liability incurred as the result of a situation as described in the first paragraph of this Article XIV.

 

ARTICLE XV: Dissolution

The Society shall use its funds only to accomplish the purposes specified in these Bylaws. No part of said funds shall inure to the benefit of, or be distributed to, any member of the Society.

In the event of dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Society, distribute the remaining assets to such organization(s) operated for one or more of the purposes contained in the Articles of Incorporation and the Bylaws of the Society, or to such charitable, educational, or scientific organization(s) as shall qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of the United States, as amended.

 

ARTICLE XVI: Electronic and Facsimile Transmissions

For purposes of determining when any notice required under these Bylaws is effective, a notice shall be considered delivered when it is transmitted by electronic means or by facsimile to the address of the member appearing in the records of the Society. Actions provided for in these Bylaws that are required to be “in writing,” to be “written,” or to have “written consent,” and actions providing for “written notice” written ballots,” “mailed ballots,” “written petitions” and similar actions, shall include any communication transmitted or received by electronic means and any communication transmitted or received by facsimile. Electronic signatures on the part of either the Society or the member shall be effective for any such notices, communications or actions.

 

ARTICLE XVII: Amendments and Resolutions

 

Section 1: Amendments to the Bylaws may be proposed by the Board of Directors, the Bylaws Committee, or any Active or Life Active Member. All amendments, other than those proposed by the Bylaws Committee, shall be submitted to the Bylaws Committee for review and recommendation. A copy of all proposed amendment(s) shall be sent by the Bylaws Committee, with recommendations, to the Board of Directors. The Board of Directors shall approve, amend, or disapprove the proposed amendments. Those amendments approved by the Board of Directors shall be submitted to a vote of the Active and Life Active Members.

 

Section 2: A vote of the Active and Life Members may be conducted at the Quarterly Meeting or at a Special Meeting called and conducted in accordance with Article V or by ballot. Written notice of the proposed bylaw amendment(s) shall be sent to the Active and Life Active Members by mail, facsimile or electronic transmission not less than thirty (30) days prior to the Quarterly Meeting or Special Meeting or not less than sixty (60) days prior to the date specified for the return of the ballot by mail, facsimile or electronic transmission.

 

Approval by two-thirds (2/3) of the votes cast by the Active and Life Active Members present at an Annual or Special meeting or by two-thirds (2/3) of those returning ballots will be required for the adoption of the proposed amendment(s). Ballots sent to the membership must be returned to the Board Vice President by mail, facsimile or electronic transmission by not less than ten percent (10%) of the Active and Life Active Members in order for the vote to be valid.

 

Section 3: Resolutions: Except when determined to be an emergency by the Board of Directors, all resolutions to be considered at the Quarterly Meeting shall be submitted in writing to the Board Vice President at least thirty (30) days prior to the meeting. The Board Vice President shall forward copies of the resolution to the Board of Directors, who shall recommend to the membership that the resolution be adopted, rejected, or amended.

 

The Board Vice President shall distribute the resolution to the Active and Life Active Members.

 

Certification

 

We do hereby certify that the foregoing is a true and correct copy of the Bylaws of the Los Angeles Society of Plastic Surgeons, Inc. as amended and unanimously approved by the Board of Directors of The Los Angeles Society of Plastic Surgeons on May 20, 2015.

 

Peter H. Grossman, MD, FACS                              

President

Los Angeles Society of Plastic Surgeons

 

John Diaz, MD, FACS

Vice President, Treasurer

Los Angeles Society of Plastic Surgeons